<PAGE>

                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                    Depositor

                                       and

                             WELLS FARGO BANK, N.A.

                                     Trustee

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

                                 TRUST AGREEMENT

                            Dated as of March 1, 2004

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

                     MERRILL LYNCH MORTGAGE INVESTORS TRUST
                               SERIES MLCC 2004-A

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                    Page
<S>                                                                                                                 <C>
ARTICLE I             DEFINITIONS...............................................................................     14

         Section 1.01          Definitions......................................................................     14

         Section 1.02          Calculations Respecting Mortgage Loans...........................................     45

ARTICLE II            DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES............................................     46

         Section 2.01          Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.............     46

         Section 2.02          Acceptance of Trust Fund by Trustee; Review of Documentation for
                               Trust Fund.......................................................................     47

         Section 2.03          Representations and Warranties of the Depositor..................................     48

         Section 2.04          Discovery of Breach; Repurchase or Substitution of Mortgage Loans................     50

         Section 2.05          Grant Clause.....................................................................     53

ARTICLE III           THE CERTIFICATES..........................................................................     54

         Section 3.01          The Certificates.................................................................     54

         Section 3.02          Registration.....................................................................     54

         Section 3.03          Transfer and Exchange of Certificates............................................     55

         Section 3.04          Cancellation of Certificates.....................................................     58

         Section 3.05          Replacement of Certificates......................................................     58

         Section 3.06          Persons Deemed Owners............................................................     58

         Section 3.07          Temporary Certificates...........................................................     58

         Section 3.08          Appointment of Paying Agent......................................................     59

         Section 3.09          Book-Entry Certificates..........................................................     59

ARTICLE IV            ADMINISTRATION OF THE TRUST FUND..........................................................     60

         Section 4.01          Custodial Accounts; Distribution Account.........................................     60

         Section 4.02          Reports to Trustee and Certificateholders........................................     61

ARTICLE V             DISTRIBUTIONS TO HOLDERS OF CERTIFICATES..................................................     63

         Section 5.01          Distributions Generally..........................................................     63

         Section 5.02          Distributions from the Distribution Account......................................     64

         Section 5.03          Allocation of Losses.............................................................     67

         Section 5.04          Advances.........................................................................     68

ARTICLE VI            CONCERNING THE TRUSTEE; EVENTS OF DEFAULT.................................................     68

         Section 6.01          Duties of Trustee................................................................     68

         Section 6.02          Certain Matters Affecting the Trustee............................................     71

         Section 6.03          Trustee Not Liable for Certificates..............................................     72
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                                                  <C>
         Section 6.04          Trustee May Own Certificates.....................................................     72

         Section 6.05          Eligibility Requirements for Trustee.............................................     72

         Section 6.06          Resignation and Removal of Trustee...............................................     72

         Section 6.07          Successor Trustee................................................................     73

         Section 6.08          Merger or Consolidation of Trustee...............................................     74

         Section 6.09          Appointment of Co-Trustee, Separate Trustee or Custodian.........................     74

         Section 6.10          Authenticating Agents............................................................     75

         Section 6.11          Indemnification of Trustee.......................................................     76

         Section 6.12          Fees and Expenses of the Trustee.................................................     76

         Section 6.13          Collection of Monies.............................................................     76

         Section 6.14          Events of Default; Trustee To Act; Appointment of Successor......................     77

         Section 6.15          Additional Remedies of Trustee Upon Event of Default.............................     78

         Section 6.16          Waiver of Defaults...............................................................     78

         Section 6.17          Notification to Holders..........................................................     78

         Section 6.18          Directions by Certificateholders and Duties of Trustee During Event
                               of Default.......................................................................     79

         Section 6.19          Preparation of Tax Returns and Other Reports.....................................     79

         Section 6.20          Annual Certificate by Trustee....................................................     80

ARTICLE VII           PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND..............................     80

         Section 7.01          Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase
                               or Liquidation of All Mortgage Loans.............................................     80

         Section 7.02          Procedure Upon Termination of Trust Fund.........................................     81

         Section 7.03          Additional Trust Fund Termination Requirements...................................     82

         Section 7.04          [RESERVED].......................................................................     82

ARTICLE VIII          RIGHTS OF CERTIFICATEHOLDERS..............................................................     82

         Section 8.01          Limitation on Rights of Holders..................................................     82

         Section 8.02          Access to List of Holders........................................................     83

         Section 8.03          Acts of Holders of Certificates..................................................     84

ARTICLE IX            [RESERVED]................................................................................     84

ARTICLE X             REMIC ADMINISTRATION......................................................................     84

         Section 10.01         REMIC Administration.............................................................     84

         Section 10.02         Prohibited Transactions and Activities...........................................     87

         Section 10.03         Indemnification with Respect to Prohibited Transactions or Loss of
                               REMIC Status.....................................................................     88

         Section 10.04         REO Property.....................................................................     88
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                  <C>
ARTICLE XI            MISCELLANEOUS PROVISIONS..................................................................     89

         Section 11.01         Binding Nature of Agreement; Assignment..........................................     89

         Section 11.02         Entire Agreement.................................................................     89

         Section 11.03         Amendment........................................................................     89

         Section 11.04         Voting Rights....................................................................     90

         Section 11.05         Provision of Information.........................................................     90

         Section 11.06         Governing Law....................................................................     91

         Section 11.07         Notices..........................................................................     91

         Section 11.08         Severability of Provisions.......................................................     91

         Section 11.09         Indulgences; No Waivers..........................................................     91

         Section 11.10         Headings Not To Affect Interpretation............................................     92

         Section 11.11         Benefits of Agreement............................................................     92

         Section 11.12         Special Notices to the Rating Agencies...........................................     92

         Section 11.13         Conflicts........................................................................     93

         Section 11.14         Counterparts.....................................................................     93

         Section 11.15         No Petitions.....................................................................     93
</TABLE>

                                      iii
<PAGE>

ATTACHMENTS

Exhibit A   Forms of Certificates
Exhibit B   Form of Residual Certificate Transfer Affidavit (Transferee)
Exhibit C   Form of Residual Certificate Transfer Affidavit (Transferor)
Exhibit D   Servicing Agreement
Exhibit E   Mortgage Loan Purchase and Sale Agreement
Exhibit F   List of Limited Purpose Surety Bonds
Exhibit G   Form of Rule 144A Transfer Certificate
Exhibit H   Form of Purchaser's Letter for Institutional Accredited Investors
Exhibit I   Form of ERISA Transfer Affidavit
Exhibit J   Form of Letter of Representations with the Depository Trust Company
Exhibit K   Form of Initial Certification
Exhibit L   Form of Final Certification
Exhibit M   List of Servicing Officers
Exhibit N   Form of Request for Release
Exhibit O   Custodial Agreement (without Exhibits)
Exhibit P   Amendment No. 1 to Custodial Agreement (without Exhibits)
Exhibit Q   Officer's Certificate - Trustee
Schedule A  Mortgage Loan Schedule
Schedule B  Mortgage Loan Representations and Warranties of the Seller

                                       iv
<PAGE>

         This TRUST AGREEMENT, dated as of March 1, 2004 (the "Agreement"), is
by and among MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation, as
depositor (the "Depositor"), and WELLS FARGO BANK, N.A., as Trustee (the
"Trustee"), and is acknowledged by MERRILL LYNCH CREDIT CORPORATION, a Delaware
corporation, as seller (the "Seller"), for purposes of Section 2.04.

                              PRELIMINARY STATEMENT

         The Depositor has acquired the Mortgage Loans from the Seller and at
the Closing Date is the owner of the Mortgage Loans and the other property being
conveyed by the Depositor to the Trustee hereunder for inclusion in the Trust
Fund. On the Closing Date, the Depositor will acquire the Certificates from the
Trustee as consideration for the Depositor's transfer to the Trust Fund of the
Mortgage Loans and the other property constituting the Trust Fund. The Depositor
has duly authorized the execution and delivery of this Agreement to provide for
the conveyance to the Trustee of the Mortgage Loans and the other property
constituting the Trust Fund. All covenants and agreements made by the Seller in
the Mortgage Loan Purchase and Sale Agreement and this 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. The Depositor and the Trustee are
entering into this Agreement, and the Trustee is accepting the Trust Fund
created hereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.

         As provided herein, the Trustee shall elect that the Trust Fund be
treated for federal income tax purposes as comprising five real estate mortgage
investment conduits (each a "REMIC" or, in the alternative, "REMIC 1," "REMIC
2," "REMIC 3," "REMIC 4" and the "Upper Tier REMIC," respectively) in a tiered
structure. The Certificates, other than the Class A-R Certificate, shall
represent ownership of regular interests in the Upper Tier REMIC. For federal
income tax purposes, in addition to representing ownership of a REMIC regular
interest, (i) each of the Class A-1 Certificates represents the right to receive
payments in respect of interest accruals on the Class A-1 Certificates at rates
in excess of the Pool 1 Adjusted Net WAC, including all payments in respect of
Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, (ii) each of the Class
A-2 Certificates represents the right to receive payments in respect of interest
accruals on the Class A-2 Certificates at rates in excess of the Pool 2 Adjusted
Net WAC, including all payments in respect of Basis Risk Shortfalls and Unpaid
Basis Risk Shortfalls and (iii) each of the Class B-1, Class B-2 and Class B-3
Certificates represents the right to receive payments in respect of Basis Risk
Shortfalls and Unpaid Basis Risk Shortfalls as provided in Section 5.02. For
federal income tax purposes, (i) each Class X-A-1 Certificate will represent two
REMIC regular interests, the rights to receive certain non-REMIC payments from
the holders of the Class X-A-2 Certificates and the obligation to make certain
non-REMIC payments to the holders of the Class A-1 and Class A-2 Certificates,
(ii) each Class X-A-2 Certificate will represent three REMIC regular interests
and the obligation to make certain non-REMIC payments to the holders of the
Class A-1, Class A-2 and Class X-A-1 Certificates and (iii) each Class X-B
Certificate will represent three REMIC regular interests and the obligation to
make certain payments to the holders of the Class B-1, Class B-2 and Class B-3
Certificates in respect of Basis Risk Shortfalls and Unpaid Basis Risk
Shortfalls. The Class A-R Certificate represents the sole class of residual
interest in each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC.

         The Upper Tier REMIC shall hold as its assets the several classes of
uncertificated REMIC 4 Regular Interests and the uncertificated REMIC 3 IO
Classes. REMIC 4 shall hold as its assets the several classes of uncertificated
REMIC 3 Regular Interests other than the REMIC 3 IO Classes. REMIC 3 shall hold
as its assets the several classes of uncertificated REMIC 2 Regular Interests.
REMIC 2 shall hold as its assets the several uncertificated classes of REMIC 1
Regular Interests. REMIC 1 shall hold as

<PAGE>

its assets the property of the Trust Fund other than the REMIC 1 Interests, the
REMIC 2 Interests, the REMIC 3 Interests, the REMIC 4 Interests and the
interests in the grantor trusts described herein.

         Each Upper Tier REMIC Regular Interest is hereby designated as a
regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions.
Each REMIC 4 Regular Interest is hereby designated as a regular interest in
REMIC 4 for purposes of the REMIC provisions. Each REMIC 3 Regular Interest is
hereby designated as a regular interest in REMIC 3 for purposes of the REMIC
provisions. Each REMIC 2 Regular Interest is hereby designated as a regular
interest in REMIC 2 for purposes of the REMIC provisions. Each REMIC 1 Regular
Interest is hereby designated as a regular interest in REMIC 1 for purposes of
the REMIC Provisions.

         The Class LT1-R Interest is hereby designated as the sole class of
residual interest in REMIC 1 for purposes of the REMIC Provisions. The Class
LT2-R Interest is hereby designated as the sole class of residual interest in
REMIC 2 for purposes of the REMIC provisions. The Class LT3-R Interest is hereby
designated as the sole class of residual interest in REMIC 3 for purposes of the
REMIC Provisions. The Class LT4-R Interest is hereby designated as the sole
class of residual interest in REMIC 4 for purposes of the REMIC Provisions. The
Class A-R Certificate, other than the portion thereof representing the right to
receive payments in respect of the Class LT1-R Interest, the Class LT2-R
Interest, the Class LT3-R Interest or the Class LT4-R Interest, is hereby
designated as the sole class of residual interest in the Upper Tier REMIC for
purposes of the REMIC provisions and will also represent the Class LT1-R
Interest, the LT2-R Interest, the Class LT3-R Interest and the Class LT4-R
Interest.

THE REMIC 1 INTERESTS

         The following table sets forth (or describes) the class designation,
interest rate, initial principal amount, and related pool of Mortgage Loans for
each class of REMIC 1 Interests:

<TABLE>
<CAPTION>
                                                       Interest
Class Designation           Principal Amount             Rate      Related Mortgage Pool or Pools
-----------------           ----------------             ----
<S>                        <C>                         <C>         <C>
LT11A                      $      317,256.97980000        (2)      Pool 1
LT11B                      $   10,233,257.97980000        (3)      Pool 1
LT12A                      $      116,791.49730000        (2)      Pool 2
LT12B                      $    3,766,791.49730000        (4)      Pool 2
LT1Z                       $1,385,570,849.75580000        (2)      Pool 1 and Pool 2
LT1-R                               (1)                   (1)      N/A
</TABLE>

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

(1)  The Class LT1-R Interest represents the sole class of residual interest in
     REMIC 1 and has neither a principal amount nor an interest rate. The Class
     LT1-R Interest shall be represented by the Class A-R Certificate.

(2)  The Class LT11A Interest, the Class LT12A Interest and the Class LT1Z
     Interest shall have an interest rate for each Distribution Date (and the
     related Accrual Period) equal to the Net WAC.

(3)  The Class LT11B Interest shall have an interest rate for any Distribution
     Date (and the related Accrual Period) equal to the Pool 1 Net WAC.

(4)  The Class LT12B Interest shall have an interest rate for any Distribution
     Date (and the related Accrual Period) equal to the Pool 2 Net WAC.

                                       2
<PAGE>

         On each Distribution Date, the Trustee shall first pay or charge as an
expense of REMIC 1 all expenses of the Trust for such Distribution Date.

Principal distributions shall be deemed to be made on the REMIC 1 Interests
first, so as to keep the uncertificated principal balance of each REMIC 1
Interest ending with the designation "A" equal to 1% of the excess of (x) the
aggregate Principal Balance of the Mortgage Loans in the related Mortgage Pool
over (y) the aggregate class principal amounts of the Certificates in the
Certificate Group related to such Mortgage Pool (except that if 1% of any such
excess is greater than the principal amount of the corresponding REMIC 1
Interest ending with the designation "A", the least amount of principal shall be
distributed to such REMIC 1 Interests such that the REMIC 1 Subordinated Balance
Ratio is maintained); second, to each REMIC 1 Interest ending with the
designation "B" so as to keep the uncertificated principal balance of each such
REMIC 1 Interest equal to 1% of the aggregate Principal Balance of the Mortgage
Loans in the related Mortgage Pool and finally, all remaining principal amounts
shall be distributed in respect of the Class LT1Z Interest. Realized Losses with
respect to principal shall be allocated among the REMIC 1 Interests first, so as
to keep the uncertificated principal balance of each REMIC 1 Interest ending
with the designation "A" equal to 1% of the excess of (x) the aggregate
Principal Balance of the Mortgage Loans in the related Mortgage Pool over (y)
the aggregate class principal amounts of the Certificates in the Certificate
Group related to such Mortgage Pool (except that if 1% of any such excess is
greater than the principal amount of the corresponding REMIC 1 Interest ending
with the designation "A", the least amount of losses shall be allocated to such
REMIC 1 Interests such that the REMIC 1 Subordinated Balance Ratio is
maintained); second, to each REMIC 1 Interest ending with the designation "B" so
as to keep the uncertificated principal balance of each such REMIC 1 Interest
equal to 1% of the aggregate Principal Balance of the Mortgage Loans in the
related Mortgage Pool and finally, all remaining Realized Losses with respect to
principal shall be distributed in respect of the Class LT1Z Interest. If on any
Distribution Date the Certificate Principal Amount of any Class of Certificates
is increased pursuant to the penultimate sentence of the definition of
"Certificate Principal Amount", then there shall be an equivalent aggregate
increase in the principal amounts of the REMIC 1 Regular Interests, with such
increase allocated (before the making of distributions and the allocation of
losses on the REMIC 1 Regular Interests on such Distribution Date) among the
REMIC 1 Regular Interests as follows: (i) first, to each REMIC 1 Interest ending
with the designation "B" so as to keep the uncertificated principal balance of
each such REMIC 1 Interest equal to 1% of the aggregate Principal Balance of the
Mortgage Loans in the related Mortgage Pool, (ii) second, to each REMIC 1
Regular Interest ending with the designation "A", so that the uncertificated
principal balance of each REMIC 1 Regular Interest ending with the designation
"A" is as close as possible to (but does not exceed) 1% of the excess of (x) the
aggregate Principal Balance of the Mortgage Loans in related Mortgage Pool over
(y) the aggregate class principal balance of the Certificates in the Certificate
Group related to such Mortgage Pool; provided, however, that (a) the REMIC 1
Subordinated Balance Ratio is maintained and (b) amounts allocated to any REMIC
1 Regular Interest pursuant to this clause (ii) shall not exceed the amount of
any previous realized losses allocated to such REMIC 1 Regular Interest not
previously offset by distributions or increases in the principal amount of such
REMIC 1 Regular Interest and (iii) finally, all remaining amounts to the Class
LT1Z Interest.

         All computations with respect to the REMIC 1 Interests shall be
computed to eight decimal places.

THE REMIC 2 INTERESTS

         The following table sets forth (or describes) the class designation,
interest rate, and initial principal amount for each class of REMIC 2 Interests:

                                       3
<PAGE>

<TABLE>
<CAPTION>
                                                            Interest
Class Designation               Principal Amount              Rate
-----------------               ----------------              ----
<S>                             <C>                         <C>
LT21A1                          $  29,968,538.74               (2)
LT21A2                          $  29,090,991.26               (2)
LT21A3                          $  28,239,046.16               (2)
LT21A4                          $  27,412,050.71               (2)
LT21A5                          $  26,609,274.26               (2)
LT21A6                          $  25,830,007.56               (2)
LT21A7                          $  25,073,562.08               (2)
LT21A8                          $  24,339,269.53               (2)
LT21A9                          $  23,626,481.10               (2)
LT21A10                         $  22,934,567.07               (2)
LT21A11                         $  22,262,916.12               (2)
LT21A12                         $  21,610,934.80               (2)
LT21A13                         $  20,978,047.12               (2)
LT21A14                         $  20,363,693.89               (2)
LT21A15                         $  19,767,332.30               (2)
LT21A16                         $  19,188,435.50               (2)
LT21A17                         $  18,626,491.99               (2)
LT21A18                         $  18,081,005.29               (2)
LT21A19                         $  17,551,493.46               (2)
LT21A20                         $  17,037,488.66               (2)
LT21A21                         $  16,538,536.77               (2)
LT21A22                         $ 516,469,835.63               (2)
LT21AR                          $         100.00               (2)
LT22A1                          $  11,031,248.68               (3)
LT22A2                          $  10,708,192.72               (3)
LT22A3                          $  10,394,597.61               (3)
LT22A4                          $  10,090,186.30               (3)
LT22A5                          $   9,794,689.85               (3)
LT22A6                          $   9,507,847.16               (3)
LT22A7                          $   9,229,404.82               (3)
LT22A8                          $   8,959,116.80               (3)
LT22A9                          $   8,696,744.31               (3)
LT22A10                         $   8,442,055.54               (3)
LT22A11                         $   8,194,825.47               (3)
LT22A12                         $   7,954,835.66               (3)
LT22A13                         $   7,721,874.08               (3)
LT22A14                         $   7,495,734.90               (3)
LT22A15                         $   7,276,218.32               (3)
LT22A16                         $   7,063,130.42               (3)
LT22A17                         $   6,856,282.89               (3)
</TABLE>

                                       4
<PAGE>

<TABLE>
<S>                             <C>                            <C>
LT22A18                         $   6,655,493.01               (3)
LT22A19                         $   6,460,583.37               (3)
LT22A20                         $   6,271,381.76               (3)
LT22A21                         $   6,087,721.02               (3)
LT22A22                         $ 190,107,835.31               (3)
LT2B                            $  43,404,847.71               (4)
LT2-R                                 (1)                      (1)
</TABLE>

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

(1)  The Class LT2-R interest represents the sole class of residual interest in
     REMIC 2 and has neither a principal amount nor an interest rate. The Class
     LT2-R Interest shall be represented by the Class A-R Certificate.

(2)  The interest rate for each of the Class LT21A1 Interest through the Class
     LT21A22 Interest and the Class LT21AR Interest for any Distribution Date
     (and the related Accrual Period) is a per annum rate equal to the Pool 1
     Net WAC.

(3)  The interest rate for each of the Class LT22A1 Interest through the Class
     LT22A22 Interest for any Distribution Date (and the related Accrual Period)
     is a per annum rate equal to the Pool 2 Net WAC.

(4)  The interest rate for the Class LT2B Interest for any Distribution Date
     (and the related Accrual Period) is a per annum rate equal to the
     Subordinate Net WAC, which is the numerical equivalent of the weighted
     average of the interest rates on the Class LT11A Interest and the Class
     LT12A Interest (treating, for purposes of computing this weighted average,
     the Class LT11A Interest as subject to a cap and a floor equal to the
     interest rate on the Class LT11B Interest and the Class LT12A Interest as
     subject to a cap and a floor equal to the interest rate on the Class LT12B
     Interest).

On each Distribution Date principal payments will be deemed made and Realized
Losses with respect to principal will be allocated among the REMIC 2 Regular
Interests as follows: (i) an amount equal to the total principal distributed in
respect of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class
B-6 Certificates will be treated as having been distributed in respect of the
Class LT2B Interest in reduction of its principal amount (treating the initial
Class Principal Amount of the Class B-6 Certificates, for purposes of this
clause (i), as being $4,904,847.71 and treating the first $0.71 of payments to
the Class A-R Certificate under Section 5.02(a)(vi) from principal payments on
the Mortgage Loans as paid in respect of the Class B-6 Certificates), (ii) the
amount of all Realized Losses in respect of principal allocated to the Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates will
be allocated to the Class LT2B Interest in reduction of its principal amount
(treating the initial Class Principal Amount of the Class B-6 Certificates, for
purposes of this clause (ii), as being $4,904,847.71 and disregarding Section
5.03(c) hereof), (iii) an amount equal to the total principal distributed in
respect of the Class A-R Certificates will be treated as having been distributed
in respect of the Class LT21AR Interest in reduction of its principal amount,
(iv) the amount of all Realized Losses in respect of principal allocated to the
Class A-R Certificates will be allocated to the Class LT21AR Interest in
reduction of its principal amount, (v) an amount equal to the total principal
distributed in respect of the Class A-1 Certificates will be treated as having
been distributed in the aggregate in respect of the Class LT21A1 Interest
through the Class LT21A22 Interest in reduction of their principal amount, (vi)
the amount of all Realized Losses in respect of principal allocated to the Class
A-1 Certificates will be allocated in the aggregate to the Class LT21A1 Interest
through the Class LT21A22 Interest in reduction of their principal amount, (vii)
an amount equal to the total principal distributed in respect of the Class A-2
Certificates will be treated as having been distributed in the aggregate in
respect of the Class LT22A1 Interest through the

                                       5
<PAGE>

Class LT22A22 Interest in reduction of their principal amount, and (viii) the
amount of all Realized Losses in respect of principal allocated to the Class A-2
Certificates will be allocated in the aggregate to the Class LT22A1 Interest
through the Class LT22A22 Interest in reduction of their principal amount. All
principal deemed paid and Realized Losses allocated to the Class LT21A1 Interest
through the Class LT21A22 Interest shall be deemed paid or allocated first to
the Class LT21A1 Interest until its principal balance has been reduced to zero
and to such other REMIC 2 Regular Interests in numerical order until the
principal balance of each in turn has been reduced to zero. All principal deemed
paid and Realized Losses allocated to the Class LT22A1 Interest through the
Class LT22A22 Interest shall be deemed paid or allocated first to the Class
LT22A1 Interest until its principal balance has been reduced to zero and to such
other REMIC 2 Regular Interests in numerical order until the principal balance
of each in turn has been reduced to zero. If on any Distribution Date the
Certificate Principal Amount of any Class of Subordinate Certificate is
increased pursuant to the penultimate sentence of "Certificate Principal
Amount", then there shall be an equivalent increase in the principal amount of
the Class LT2B Interest on such Distribution Date. If on any Distribution Date
the Certificate Principal Amount of the Class A-R Certificate is increased
pursuant to the penultimate sentence of "Certificate Principal Amount", then
there shall be an equivalent increase in the principal amount of the Class
LT21AR Interest on such Distribution Date. If on any Distribution Date the
Certificate Principal Amount of any Class of Senior Certificate (other than the
Class A-R Certificate) is increased pursuant to the penultimate sentence of the
definition of "Certificate Principal Amount", then there shall be an equivalent
increase in the principal amount of the REMIC 2 Regular Interests (other than
the Class LT2B Interest and the Class LT21AR Interest), with such increase
allocated (x) in the case of increases in Certificate Principal Amount resulting
from a Subsequent Recovery in respect of a Mortgage Loan in Pool 1, to the Class
LT21A1 through LT21A22 Interests in numerical order (that is, starting with
Class LT21A1 Interest) so that the increase in principal amount to each such
REMIC 2 Regular Interest equals the lesser of (i) the amount of any previous
realized losses allocated to such REMIC 2 Regular Interest not previously offset
by distributions or increases in the principal amount of such REMIC 2 Regular
Interest and (ii) the aggregate increase in Certificate Principal Amount on such
Distribution Date resulting from any Subsequent Recovery in respect of a
Mortgage Loan in Pool 1, as reduced by any prior increases on such Distribution
Date in the principal amount of REMIC 2 Regular Interests as a result of a
Subsequent Recovery in respect of a Mortgage Loan in Pool 1 and (y) in the case
of increases in Certificate Principal Amount resulting from a Subsequent
Recovery in respect of a Mortgage Loan in Pool 2, to the Class LT22A1 through
LT22A22 Interests in numerical order (that is, starting with Class LT22A1
Interest) so that the increase in principal amount to each such REMIC 2 Regular
Interest equals the lesser of (i) the amount of any previous realized losses
allocated to such REMIC 2 Regular Interest not previously offset by
distributions or increases in the principal amount of such REMIC 2 Regular
Interest and (ii) the aggregate increase in Certificate Principal Amount on such
Distribution Date resulting from any Subsequent Recovery in respect of a
Mortgage Loan in Pool 2, as reduced by any prior increases on such Distribution
Date in the principal amount of REMIC 2 Regular Interests as a result of a
Subsequent Recovery in respect of a Mortgage Loan in Pool 2.

THE REMIC 3 INTERESTS

         The following table sets forth (or describes) the class designation,
interest rate and initial principal amount for each class of REMIC 3 Interests:

                                       6
<PAGE>

<TABLE>
<CAPTION>
                                                                                           Corresponding
                                                      Interest                            REMIC 2 Regular
Class Designation        Principal Amount               Rate          Change Date            Interest
-----------------        ----------------               ----          -----------            --------
<S>                      <C>                          <C>            <C>                  <C>
LT31A1                   $ 29,968,538.74                 (3)         April 2004                N/A
LT31A2                   $ 29,090,991.26                 (3)         May 2004                  N/A
LT31A3                   $ 28,239,046.16                 (3)         June 2004                 N/A
LT31A4                   $ 27,412,050.71                 (3)         July 2004                 N/A
LT31A5                   $ 26,609,274.26                 (3)         August 2004               N/A
LT31A6                   $ 25,830,007.56                 (3)         September 2004            N/A
LT31A7                   $ 25,073,562.08                 (3)         October 2004              N/A
LT31A8                   $ 24,339,269.53                 (3)         November 2004             N/A
LT31A9                   $ 23,626,481.10                 (3)         December 2004             N/A
LT31A10                  $ 22,934,567.07                 (3)         January 2005              N/A
LT31A11                  $ 22,262,916.12                 (3)         February 2005             N/A
LT31A12                  $ 21,610,934.80                 (3)         March 2005                N/A
LT31A13                  $ 20,978,047.12                 (3)         April 2005                N/A
LT31A14                  $ 20,363,693.89                 (3)         May 2005                  N/A
LT31A15                  $ 19,767,332.30                 (3)         June 2005                 N/A
LT31A16                  $ 19,188,435.50                 (3)         July 2005                 N/A
LT31A17                  $ 18,626,491.99                 (3)         August 2005               N/A
LT31A18                  $ 18,081,005.29                 (3)         September 2005            N/A
LT31A19                  $ 17,551,493.46                 (3)         October 2005              N/A
LT31A20                  $ 17,037,488.66                 (3)         November 2005             N/A
LT31A21                  $ 16,538,536.77                 (3)         December 2005             N/A
LT31A22                  $516,469,835.63                 (3)         January 2006              N/A
LT31IO1                               (1)                (4)         April 2004                LT21A1
LT31IO2                               (1)                (4)         May 2004                  LT21A2
LT31IO3                               (1)                (4)         June 2004                 LT21A3
LT31IO4                               (1)                (4)         July 2004                 LT21A4
LT31IO5                               (1)                (4)         August 2004               LT21A5
LT31IO6                               (1)                (4)         September 2004            LT21A6
LT31IO7                               (1)                (4)         October 2004              LT21A7
LT31IO8                               (1)                (4)         November 2004             LT21A8
LT31IO9                               (1)                (4)         December 2004             LT21A9
LT31IO10                              (1)                (4)         January 2005              LT21A10
LT31IO11                              (1)                (4)         February 2005             LT21A11
LT31IO12                              (1)                (4)         March 2005                LT21A12
LT31IO13                              (1)                (4)         April 2005                LT21A13
LT31IO14                              (1)                (4)         May 2005                  LT21A14
LT31IO15                              (1)                (4)         June 2005                 LT21A15
LT31IO16                              (1)                (4)         July 2005                 LT21A16
LT31IO17                              (1)                (4)         August 2005               LT21A17
LT31IO18                              (1)                (4)         September 2005            LT21A18
LT31IO19                              (1)                (4)         October 2005              LT21A19
LT31IO20                              (1)                (4)         November 2005             LT21A20
</TABLE>

                                       7
<PAGE>

<TABLE>
<S>                      <C>                             <C>         <C>                       <C>
LT31IO21                              (1)                (4)         December 2005             LT21A21
LT31IO22                              (1)                (4)         January 2006              LT21A22
LT31AR                   $        100.00                 (5)         N/A                       N/A
LT32A1                   $ 11,031,248.68                 (6)         April 2004                N/A
LT32A2                   $ 10,708,192.72                 (6)         May 2004                  N/A
LT32A3                   $ 10,394,597.61                 (6)         June 2004                 N/A
LT32A4                   $ 10,090,186.30                 (6)         July 2004                 N/A
LT32A5                   $  9,794,689.85                 (6)         August 2004               N/A
LT32A6                   $  9,507,847.16                 (6)         September 2004            N/A
LT32A7                   $  9,229,404.82                 (6)         October 2004              N/A
LT32A8                   $  8,959,116.80                 (6)         November 2004             N/A
LT32A9                   $  8,696,744.31                 (6)         December 2004             N/A
LT32A10                  $  8,442,055.54                 (6)         January 2005              N/A
LT32A11                  $  8,194,825.47                 (6)         February 2005             N/A
LT32A12                  $  7,954,835.66                 (6)         March 2005                N/A
LT32A13                  $  7,721,874.08                 (6)         April 2005                N/A
LT32A14                  $  7,495,734.90                 (6)         May 2005                  N/A
LT32A15                  $  7,276,218.32                 (6)         June 2005                 N/A
LT32A16                  $  7,063,130.42                 (6)         July 2005                 N/A
LT32A17                  $  6,856,282.89                 (6)         August 2005               N/A
LT32A18                  $  6,655,493.01                 (6)         September 2005            N/A
LT32A19                  $  6,460,583.37                 (6)         October 2005              N/A
LT32A20                  $  6,271,381.76                 (6)         November 2005             N/A
LT32A21                  $  6,087,721.02                 (6)         December 2005             N/A
LT32A22                  $190,107,835.31                 (6)         January 2006              N/A
LT32IO1                               (1)                (7)         April 2004                LT22A1
LT32IO2                               (1)                (7)         May 2004                  LT22A2
LT32IO3                               (1)                (7)         June 2004                 LT22A3
LT32IO4                               (1)                (7)         July 2004                 LT22A4
LT32IO5                               (1)                (7)         August 2004               LT22A5
LT32IO6                               (1)                (7)         September 2004            LT22A6
LT32IO7                               (1)                (7)         October 2004              LT22A7
LT32IO8                               (1)                (7)         November 2004             LT22A8
LT32IO9                               (1)                (7)         December 2004             LT22A9
LT32IO10                              (1)                (7)         January 2005              LT22A10
LT32IO11                              (1)                (7)         February 2005             LT22A11
LT32IO12                              (1)                (7)         March 2005                LT22A12
LT32IO13                              (1)                (7)         April 2005                LT22A13
LT32IO14                              (1)                (7)         May 2005                  LT22A14
LT32IO15                              (1)                (7)         June 2005                 LT22A15
LT32IO16                              (1)                (7)         July 2005                 LT22A16
</TABLE>

                                       8
<PAGE>

<TABLE>
<S>                      <C>                             <C>         <C>                       <C>
LT32IO17                              (1)                (7)         August 2005               LT22A17
LT32IO18                              (1)                (7)         September 2005            LT22A18
LT32IO19                              (1)                (7)         October 2005              LT22A19
LT32IO20                              (1)                (7)         November 2005             LT22A20
LT32IO21                              (1)                (7)         December 2005             LT22A21
LT32IO22                              (1)                (7)         January 2006              LT22A22
LT3B1                    $ 14,700,000.00                 (8)         N/A                       N/A
LT3B2                    $ 11,200,000.00                 (8)         N/A                       N/A
LT3B3                    $  6,300,000.00                 (8)         N/A                       N/A
LT3B4                    $  3,500,000.00                 (8)         N/A                       N/A
LT3B5                    $  2,800,000.00                 (8)         N/A                       N/A
LT3B6                    $  4,904,847.71                 (8)         N/A                       N/A
LT3-R                                 (2)                (8)         N/A                       N/A
</TABLE>

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

(1)  Each of the REMIC 3 IO Classes shall be an "interest-only" interest that
     has no principal balance. The notional balance of each of the Class LT31IO1
     Interest through the Class LT31IO22 Interest and each of the Class LT32IO1
     Interest through the Class LT32IO22 Interest as of any Distribution Date on
     or prior to the applicable Change Date for such Class shall equal the
     principal balance of the Corresponding REMIC 2 Regular Interest immediately
     prior to such Distribution Date and for subsequent Distribution Dates shall
     equal $0.

(2)  The Class LT3-R interest represents the sole class of residual interest in
     REMIC 3 and has neither a principal amount nor an interest rate. The Class
     LT3-R Interest shall be represented by the Class A-R Certificate.

(3)  For Distribution Dates on or prior to the applicable Change Date, the
     interest rate on each of the Class LT31A1 Interest through the Class
     LT31A22 Interest shall be the Pool 1 Net WAC minus 100 basis points,
     subject to a floor of 0%, and for subsequent Distribution Dates shall be
     the Pool 1 Net WAC.

(4)  For each Distribution Date, the interest rate on each of the Class LT31IO1
     Interest through the Class LT31IO22 Interest shall equal the lesser of (i)
     1.00% and (ii) the Pool 1 Net WAC.

(5)  For each Distribution Date, the interest rate on the Class LT31AR Interest
     shall equal the Pool 1 Net WAC.

(6)  For Distribution Dates on or prior to the applicable Change Date, the
     interest rate on each of the Class LT32A1 Interest through the Class
     LT32A22 Interest shall be the Pool 2 Net WAC minus 100 basis points,
     subject to a floor of 0%, and for subsequent Distribution Dates shall be
     the Pool 2 Net WAC.

(7)  For each Distribution Date, the interest rate on each of the Class LT32IO1
     Interest through the Class LT32IO22 Interest shall equal the lesser of (i)
     1.00% and (ii) the Pool 2 Net WAC.

(8)  For each Distribution Date, the interest rate on each of the Class LT3B1
     Interest, Class LT3B2 Interest, Class LT3B3 Interest, Class LT3B4 Interest,
     Class LT3B5 Interest and Class LT3B6 Interest shall equal the Subordinate
     Net WAC.

                                       9
<PAGE>

         On each Distribution Date principal payments will be deemed made and
Realized Losses with respect to principal will be allocated among the REMIC 3
Regular Interests as follows: (i) an amount equal to the principal distributed
in respect of the Class B-1 Certificates, Class B-2 Certificates, Class B-3
Certificates, Class B-4 Certificates, Class B-5 Certificates and Class B-6
Certificates will be treated as having been distributed in respect of the Class
LT3B1 Interest, the Class LT3B2 Interest, the Class LT3B3 Interest, the Class
LT3B4 Interest, the Class LT3B5 Interest and the Class LT3B6 Interest,
respectively, in reduction of their principal amounts (treating the initial
Class Principal Amount of the Class B-6 Certificates, for purposes of this
clause (i), as being $4,904,847.71 and treating the first $0.71 distributed to
the A-R under Section 5.02(a)(vi) from principal payments on the Mortgage Loans
as distributed to the Class B-6 Certificates), (ii) the amount of all Realized
Losses in respect of principal allocated to the Class B-1 Certificates, Class
B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5
Certificates and Class B-6 Certificates will be allocated to the Class LT3B1
Interest, Class LT3B2 Interest, Class LT3B3 Interest, Class LT3B4 Interest,
Class LT3B5 Interest and Class LT3B6 Interest, respectively, in reduction of
their principal amounts (treating the initial Class Principal Amount of the
Class B-6 Certificates, for purposes of this clause (ii), as being $4,904,847.71
and disregarding Section 5.03(c) hereof), (iii) an amount equal to the total
principal distributed in respect of the Class A-R Certificates will be treated
as having been distributed in respect of the Class LT31AR Interest in reduction
of its principal amount, (iv) the amount of all Realized Losses in respect of
principal allocated to the Class A-R Certificates will be allocated to the Class
LT31AR Interest in reduction of its principal amount, (v) an amount equal to the
total principal distributed in respect of the Class A-1 Certificates will be
treated as having been distributed in the aggregate in respect of the Class
LT31A1 Interest through the Class LT31A22 Interest in reduction of their
principal amount, (vi) the amount of all Realized Losses in respect of principal
allocated to the Class A-1 Certificates will be allocated in the aggregate to
the Class LT31A1 Interest through the Class LT31A22 Interest in reduction of
their principal amount, (vii) an amount equal to the total principal distributed
in respect of the Class A-2 Certificates will be treated as having been
distributed in the aggregate in respect of the Class LT32A1 Interest through the
Class LT32A22 Interest in reduction of their principal amount, and (viii) the
amount of all Realized Losses in respect of principal allocated to the Class A-2
Certificates will be allocated in the aggregate to the Class LT32A1 Interest
through the Class LT32A22 Interest in reduction of their principal amount. All
principal deemed paid and Realized Losses allocated to the Class LT31A1 Interest
through the Class LT31A22 Interest shall be deemed paid or allocated first to
the Class LT31A1 Interest until its principal balance has been reduced to zero
and to such other REMIC 3 Regular Interests in numerical order until the
principal balance of each in turn has been reduced to zero. All principal deemed
paid and Realized Losses allocated to the Class LT32A1 Interest through the
Class LT32A22 Interest shall be deemed paid or allocated first to the Class
LT32A1 Interest until its principal balance has been reduced to zero and to such
other REMIC 3 Regular Interests in numerical order until the principal balance
of each in turn has been reduced to zero. If on any Distribution Date the
Certificate Principal Amount of any Class B-1, Class B-2, Class B-3, Class B-4,
Class B-5 or Class B-6 Certificate is increased pursuant to the penultimate
sentence of "Certificate Principal Amount", then there shall be an equivalent
increase in the principal amount of the Class LT3B1, Class LT3B2, Class LT3B3,
Class LT3B4, Class LT3B5 or Class LT3B6 Interest, respectively, on such
Distribution Date. If on any Distribution Date the Certificate Principal Amount
of the Class A-R Certificate is increased pursuant to the penultimate sentence
of "Certificate Principal Amount", then there shall be an equivalent increase in
the principal amount of the Class LT31AR Interest on such Distribution Date. If
on any Distribution Date the Certificate Principal Amount of any Senior
Certificate (other than the Class A-R Certificate) is increased pursuant to the
penultimate sentence of the definition of "Certificate Principal Amount", then
there shall be an equivalent increase in the principal amount of the REMIC 2
Regular Interests (other than the Class LT3B1, Class LT3B2, Class LT3B3, Class
LT3B4, Class LT3B5, Class LT3B6 and the Class LT21AR Interest and the REMIC 3 IO
Interests), with such increase allocated (x) in the case of increases in
Certificate Principal Amount resulting from a Subsequent Recovery in respect of
a Mortgage Loan in Pool 1, to the Class LT31A1 through LT31A22 Interests in
numerical order (that is, starting with Class LT31A1 Interest) so

                                       10
<PAGE>

that the increase in principal amount to each such REMIC 3 Regular Interest
equals the lesser of (i) the amount of any previous realized losses allocated to
such REMIC 3 Regular Interest not previously offset by distributions or
increases in the principal amount of such REMIC 3 Regular Interest and (ii) the
aggregate increase in Certificate Principal Amount on such Distribution Date
resulting from any Subsequent Recovery in respect of a Mortgage Loan in Pool 1,
as reduced by any prior increases on such Distribution Date in the principal
amount of REMIC 3 Regular Interests as a result of a Subsequent Recovery in
respect of a Mortgage Loan in Pool 1 and (y) in the case of increases in
Certificate Principal Amount resulting from a Subsequent Recovery in respect of
a Mortgage Loan in Pool 2, to the Class LT32A1 through LT32A22 Interests in
numerical order (that is, starting with Class LT32A1 Interest) so that the
increase in principal amount to each such REMIC 3 Regular Interest equals the
lesser of (i) the amount of any previous realized losses allocated to such REMIC
3 Regular Interest not previously offset by distributions or increases in the
principal amount of such REMIC 3 Regular Interest and (ii) the aggregate
increase in Certificate Principal Amount on such Distribution Date resulting
from any Subsequent Recovery in respect of a Mortgage Loan in Pool 2, as reduced
by any prior increases on such Distribution Date in the principal amount of
REMIC 3 Regular Interests as a result of a Subsequent Recovery in respect of a
Mortgage Loan in Pool 2.

THE REMIC 4 INTERESTS

         The following table sets forth (or describes) the class designation,
interest rate, initial principal amount, and corresponding class of certificates
or components for each class of REMIC 4 Interests:

<TABLE>
<CAPTION>
   Class                                 Interest           Corresponding Class
Designation       Principal Amount         Rate        of Certificates or Components
-----------       ----------------         ----        -----------------------------
<S>               <C>                    <C>           <C>
                                                       Class A-1, Pool 1
LT4A1             $ 991,600,000.00         (2)         Companion Component
                                                       Class A-2, Pool 2
LT4A2             $ 365,000,000.00         (3)         Companion Component
LT4B1             $  14,700,000.00         (4)         Class B-1, Component XB1
LT4B2             $  11,200,000.00         (4)         Class B-2, Component XB2
LT4B3             $   6,300,000.00         (4)         Class B-3, Component XB3
LT4B4             $   3,500,000.00         (4)         Class B-4
LT4B5             $   2,800,000.00         (4)         Class B-5
LT4B6             $   4,904,847.71         (4)         Class B-6
LT4AR             $         100.00         (5)         Class A-R
LT4-R                           (1)        (1)         N/A
</TABLE>

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

(1)  The Class LT4-R Interest represents the sole class of residual interest in
     REMIC 4 and has neither a principal amount nor an interest rate. The Class
     LT4-R Interest shall be represented by the Class A-R Certificate.

(2)  The Class LT4A1 Interest shall have an interest rate for each Distribution
     Date (and the related Accrual Period) equal to the weighted average of the
     interest rates on the Class LT31A1 Interest through the Class LT31A22
     Interest, weighted on the basis of their principal amounts immediately
     prior to such Distribution Date.

(3)  The Class LT4A2 Interest shall have an interest rate for each Distribution
     Date (and the related Accrual Period) equal to the weighted average of the
     interest rates on the Class LT32A1 Interest

                                       11
<PAGE>

     through the Class LT32A22 Interest, weighted on the basis of their
     principal amounts immediately prior to such Distribution Date.

(4)  Each of the Class LT4B1 Interest, the Class LT4B2 Interest, the Class LT4B3
     Interest, the Class LT4B4 Interest, the Class LT4B5 Interest and the Class
     LT4B6 Interest shall have an interest rate for each Distribution Date (and
     the related Accrual Period) equal to the Subordinate Net WAC.

(5)  The Class LT4AR Interest shall have an interest rate for each Distribution
     Date (and the related Accrual Period) equal to the Pool 1 Net WAC.

         Principal payments shall be deemed made and Realized Losses with
respect to principal shall be allocated among the REMIC 4 Interests in the same
manner as such payments are made or such Realized Losses are allocated among the
Corresponding Classes of Certificates (treating the initial Class Principal
Amount of the Class B-6 Certificates, for purposes of this sentence, as being
$4,904,847.71, treating the first $0.71 of distributions to the Class A-R
Certificate under Section 5.02(a)(vi) from principal payments on the Mortgage
Loans as distributed to the Class B-6 Certificates and disregarding Section
5.03(c)). The principal amount of each REMIC 4 Regular Interest shall be
increased on any Distribution Date on which, and in the amount by which, the
Certificate Principal Amount of any Corresponding Class of Certificates is
increased pursuant to the penultimate sentence of "Certificate Principal
Amount."

THE CERTIFICATES

         The following table sets forth (or describes) the Class designation,
Certificate Interest Rate, initial Class Principal Amount (or initial Class
Notional Amount), and minimum denomination for each Class of Certificates
comprising interests in the Trust Fund created hereunder.

<TABLE>
<CAPTION>
                        Related Class
                        or Classes of                                  Initial Class             Minimum
   Class              interests in the     Certificate Interest     Principal Amount or     Denominations or
Designation           Upper Tier REMIC              Rate           Class Notional Amount   Percentage Interest
-----------         --------------------   --------------------    ---------------------   -------------------
<S>                 <C>                    <C>                     <C>                     <C>
 Class A-1            Upper Tier REMIC              (1)            $         991,000,000   $         25,000.00
                            Class
                        A-1 Interest

 Class A-2            Upper Tier REMIC              (2)            $         365,000,000   $         25,000.00
                            Class
                        A-2 Interest

Class X-A-1           Pool 1 REMIC NAS              (3)                               (4)  $         25,000.00
                    Component and Pool 2
                     REMIC NAS Component

Class X-A-2             Pool 1 REMIC                (4)                               (5)  $         25,000.00
                     Companion Component
                      and Pool 2 REMIC
                     Companion Component

 Class X-B             Component XB1,               (5)                               (6)  $         25,000.00
                      Component XB2 and
                        Component
</TABLE>

                                       12
<PAGE>

<TABLE>
<S>               <C>                        <C>        <C>                 <C>
                          XB3
 Class A-R             Class A-R              (6)       $          100                 100%
 Class B-1         Upper Tier REMIC           (7)       $   14,700,000      $    25,000.00
                  Class B-1 Interest

 Class B-2         Upper Tier REMIC           (8)       $   11,200,000      $    25,000.00
                  Class B-2 Interest
 Class B-3         Upper Tier REMIC           (9)       $    6,300,000      $    25,000.00
                  Class B-3 Interest
 Class B-4             Class B-4             (10)       $    3,500,000      $   100,000.00
 Class B-5             Class B-5             (10)       $    2,800,000      $   100,000.00
 Class B-6             Class B-6             (10)       $    4,904,847      $   100,000.00
</TABLE>

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

(1)  The Certificate Interest Rate with respect to any Distribution Date (and
     the related Accrual Period) for the Class A-1 Certificates will be the
     least of (i) LIBOR plus 0.23%; (ii) the Pool 1 Net WAC and (iii) 11.75%;
     provided, however, if the Mortgage Loans and related property are not
     purchased pursuant to Section 7.01(c) on the Initial Optional Purchase
     Date, then with respect to each subsequent Distribution Date the per annum
     rate calculated pursuant to clause (i) above with respect to the Class A-1
     Certificates will be LIBOR plus 0.46%.

(2)  The Certificate Interest Rate with respect to any Distribution Date (and
     the related Accrual Period) for the Class A-2 Certificates will be the
     least of (i) LIBOR plus 0.25%; (ii) the Pool 2 Net WAC and (iii) 11.75%;
     provided, however, if the Mortgage Loans and related property are not
     purchased pursuant to Section 7.01(c) on the Initial Optional Purchase
     Date, then with respect to each subsequent Distribution Date the per annum
     rate calculated pursuant to clause (i) above with respect to the Class A-2
     Certificates will be LIBOR plus 0.50%.

(3)  The Class X-A-1 Certificates consist of two components, the Pool 1 NAS
     Component and the Pool 2 NAS Component. On any Distribution Date, the Class
     X-A-1 will have a Class Notional Amount equal to the sum of the Component
     Notional Amount of the Pool 1 NAS Component and the Pool 2 NAS Component.
     The Class X-A-1 Certificates are entitled to receive on each Distribution
     Date the sum of the amount of interest accrued on the Pool 1 NAS Component
     and the Pool 2 NAS Component.

(4)  The Class X-A-2 Certificates consist of two components, the Pool 1
     Companion Component and the Pool 2 Companion Component. On any Distribution
     Date the Class Notional Amount of the Class X-A-2 Certificates will be
     equal to sum of the Certificate Principal Amount of the Class A-1 and A-2
     Certificates immediately prior to such Distribution Date. The Class X-A-2
     Certificates are entitled to receive on each Distribution Date, the sum of
     the amount of interest accrued on the Pool 1 Companion Component and the
     Pool 2 Companion Component.

(5)  The Class X-B Certificates will represent a 100% interest in each of
     Component XB1, Component XB2 and Component XB3. See the definitions of
     "Component XB1," "Component XB2" and "Component XB3" for the interest rates
     and notional balance of these Components.

                                       13
<PAGE>

(6)  The Certificate Interest Rate with respect to any Distribution Date (and
     the related Accrual Period) for the Class A-R Certificate will equal the
     Pool 1 Net WAC.

(7)  The Certificate Interest Rate with respect to any Distribution Date (and
     the related Accrual Period) for the Class B-1 Certificates will be the
     least of (i) LIBOR plus 0.50%; (ii) the Subordinate Net WAC and (iii)
     11.75%; provided, however, if the Mortgage Loans and related property are
     not purchased pursuant to Section 7.01(c) on the Initial Optional Purchase
     Date, then with respect to each subsequent Distribution Date the per annum
     rate calculated pursuant to clause (i) above with respect to the Class B-1
     Certificates will be LIBOR plus 0.75%.

(8)  The Certificate Interest Rate with respect to any Distribution Date (and
     the related Accrual Period) for the Class B-2 Certificates will be the
     least of (i) LIBOR plus 0.92%; (ii) the Subordinate Net WAC and (iii)
     11.75%; provided, however, if the Mortgage Loans and related property are
     not purchased pursuant to Section 7.01(c) on the Initial Optional Purchase
     Date, then with respect to each subsequent Distribution Date the per annum
     rate calculated pursuant to clause (i) above with respect to the Class B-2
     Certificates will be LIBOR plus 1.38%.

(9)  The Certificate Interest Rate with respect to any Distribution Date (and
     the related Accrual Period) for the Class B-3 Certificates will be the
     least of (i) LIBOR plus 1.40%; (ii) the Subordinate Net WAC and (iii)
     11.75%; provided, however, if the Mortgage Loans and related property are
     not purchased pursuant to Section 7.01(c) on the Initial Optional Purchase
     Date, then with respect to each subsequent Distribution Date the per annum
     rate calculated pursuant to clause (i) above with respect to the Class B-3
     Certificates will be LIBOR plus 2.10%.

(10) The Certificate Interest Rates with respect to any Distribution Date (and
     the related Accrual Period) for the Class B-4, Class B-5 and Class B-6
     Certificates will be equal to the Subordinate Net WAC.

         As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $1,400,004,948.

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

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01 Definitions.

         The following words and phrases, unless the context otherwise requires,
shall have the following meanings:

         Accountant: A Person engaged in the practice of accounting who (except
when this Agreement provides that an Accountant must be Independent) may be
employed by or affiliated with the Depositor or an Affiliate of the Depositor.

         Accrual Period: With respect to any Distribution Date and any Class of
LIBOR Certificates, the period commencing on the 25th day of the month preceding
the month in which the Distribution Date occurs and ending on the 24th day of
the month in which the Distribution Date occurs; provided, however, that the
first Accrual Period with respect to the LIBOR Certificates shall be the period
beginning on the

                                       14
<PAGE>

Closing Date and ending on April 24, 2004. The Accrual Period applicable to the
Components, Class A-R, Class B-4, Class B-5, Class B-6 Certificates and each
Class of Lower Tier REMIC Interests shall be the calendar month immediately
preceding the month in which the related Distribution Date occurs. Interest
shall accrue on all Classes of Certificates, all Components and on all Lower
Tier REMIC Interests on the basis of a 360-day year consisting of twelve 30-day
months.

         Act: The Securities Act of 1933, as amended.

         Additional Collateral: With respect to any Additional Collateral
Mortgage Loan, the meaning assigned thereto in the Mortgage Loan Purchase and
Sale Agreement.

         Additional Collateral Mortgage Loan: Each Mortgage Loan identified as
such in the Mortgage Loan Schedule.

         Adjustment Date: As to any Mortgage Loan, the date on which the related
Mortgage Rate adjusts in accordance with the terms of the related Mortgage Note.

         Advance: With respect to a Mortgage Loan, the payments required to be
made by the Trustee solely in its capacity as successor Servicer or by the
Servicer with respect to any Distribution Date pursuant to this Agreement or the
Servicing Agreement, as applicable, the amount of any such payment being equal
to the aggregate of the payments of principal and interest (net of the
applicable Servicing Fee and net of any net income in the case of any REO
Property) on the Mortgage Loans that were due on the related Due Date and not
received as of the close of business on the related Determination Date, less the
aggregate amount of any such delinquent payment that either the Trustee or the
Servicer has determined would constitute Nonrecoverable Advances if advanced.

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

         Aggregate Senior Percentage: As to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the aggregate of
the Class Principal Amounts of the Class A-1, Class A-2 and Class A-R
Certificates and the denominator of which is the Aggregate Stated Principal
Balance, but in no event greater than 100%.

         Aggregate Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances for all Mortgage Loans (and when such
term is used with respect to a particular Mortgage Pool, the aggregate of the
Stated Principal Balances of the Mortgage Loans in such Mortgage Pool) which
were outstanding on the Due Date in the month preceding the month of such
Distribution Date.

         Aggregate Subordinate Percentage: As to any Distribution Date, the
difference between 100% and the Aggregate Senior Percentage for such
Distribution Date, but in no event less than zero.

         Aggregate Voting Interests: The aggregate of the Voting Interests of
all the Certificates under this Agreement.

         Agreement: This Trust Agreement and all amendments and supplements
hereto.

                                       15
<PAGE>

         Allocable Share: With respect to each Class of Subordinate Certificates
and any Distribution Date, the percentage equivalent of a fraction, the
numerator of which is the Class Principal Amount of such Class and the
denominator of which is the aggregate of the Class Principal Amounts of each
Class of Subordinate Certificates.

         Applicable Credit Support Percentage: As to any Class of Subordinate
Certificates and any Distribution Date, the sum of the Class Subordination
Percentages of such Class and the aggregate Class Subordination Percentage of
all other Classes of Subordinate Certificates having higher numerical Class
designations than such Class.

         Apportioned Principal Balance: As to any Distribution Date and each
Class of Subordinate Certificates and any Mortgage Pool, the Class Principal
Amount thereof multiplied by a fraction, the numerator of which is the
applicable Pool Subordinate Amount (i.e., the Pool 1 Subordinate Amount or the
Pool 2 Subordinate Amount, as the case may require), and the denominator of
which is the sum of such Pool Subordinate Amounts on such date.

         Appraised Value: With respect to any Mortgage Loan, the Appraised Value
of the related Mortgaged Property shall be: (i) with respect to a Mortgage Loan
other than a Refinancing Mortgage Loan, the lesser of (a) the value of the
Mortgaged Property based upon the appraisal made at the time of the origination
of such Mortgage Loan and (b) the sales price of the Mortgaged Property at the
time of the origination of such Mortgage Loan; and (ii) with respect to a
Refinancing Mortgage Loan, the value of the Mortgaged Property based upon the
appraisal made at the time of the origination of such Refinancing Mortgage Loan.

         Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to reflect
the sale of the Mortgage to the Trustee, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering the Mortgage Loans secured by Mortgaged Properties located in the same
jurisdiction, if permitted by law; provided, however, that the Trustee shall not
be responsible for determining whether any such assignment is in recordable
form.

         Authenticating Agent: The Trustee or any authenticating agent appointed
by the Trustee pursuant to Section 6.10 until any successor authenticating agent
for the Certificates is named, and thereafter "Authenticating Agent" shall mean
any such successor.

         Authorized Officer: Any Person who may execute an Officer's Certificate
on behalf of the Depositor.

         Available Distribution Amount: With respect to any Distribution Date
and each Mortgage Pool, the total amount of all cash received by the Trustee on
the Mortgage Loans in such Mortgage Pool from the Servicer or otherwise through
the Distribution Account Deposit Date for deposit into the Distribution Account
in respect of such Distribution Date, including (1) all scheduled installments
of interest (net of the Servicing Fee) and principal collected on the related
Mortgage Loans and due during the Due Period related to such Distribution Date,
together with any Advances in respect thereof, (2) all Insurance Proceeds,
Liquidation Proceeds, Subsequent Recoveries and the proceeds of any Additional
Collateral from the related Mortgage Loans, in each case for such Distribution
Date, (3) all partial or full Principal Prepayments, together with any accrued
interest thereon, identified as having been received from the related Mortgage
Loans during the related Prepayment Period, (4) any amounts received from the
Servicer in respect of Prepayment Interest Shortfalls with respect to the
related Mortgage Loans; and (5)

                                       16
<PAGE>

the aggregate Purchase Price of all Defective Mortgage Loans and Converted
Mortgage Loans (if any) in such Mortgage Pool purchased from the Trust Fund
during the related Prepayment Period, minus:

                  (A) all related fees, charges and amounts payable or
                  reimbursable to the Trustee under this Agreement, to the
                  extent that, if paid by the Trust Fund, such fees, charges or
                  other amounts would constitute "unanticipated expenses"
                  (within the meaning of Treasury Regulations Section
                  1.860G-1(b)(3)(ii)) of any of the REMICs provided for herein
                  and up to an aggregate maximum amount equal to the product of
                  (i) the applicable Pool Percentage and (ii) $300,000 annually
                  such aggregate maximum amount not to include any Servicing
                  Transfer Costs, or to the Servicer under the Servicing
                  Agreement;

                  (B) in the case of (2), (3), (4) and (5) above, any related
                  unreimbursed expenses incurred by the Servicer in connection
                  with a liquidation or foreclosure and any unreimbursed
                  Advances or Servicing Advances due to the Servicer (or,
                  pursuant to Section 5.04, the Trustee);

                  (C) any related unreimbursed Nonrecoverable Advances due to
                  the Servicer (or, pursuant to Section 5.04, the Trustee); and

                  (D) in the case of (1) through (4) above, any related amounts
                  collected which are determined to be attributable to a
                  subsequent Due Period or Prepayment Period.

         Bankruptcy: As to any Person, the making of an assignment for the
benefit of creditors, the filing of a voluntary petition in bankruptcy,
adjudication as a bankrupt or insolvent, the entry of an order for relief in a
bankruptcy or insolvency proceeding, the seeking of reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief, or
seeking, consenting to or acquiescing in the appointment of a trustee, receiver
or liquidator, dissolution, or termination, as the case may be, of such Person
pursuant to the provisions of either the Bankruptcy Code or any other similar
state laws.

         Bankruptcy Code: The United States Bankruptcy Code of 1986, as amended.

         Basis Risk Shortfall: With respect to any Distribution Date and any
Class of LIBOR Certificates, the excess, if any, of (i) the amount of Current
Interest that would have been payable on such Class for such Distribution Date
if the Certificate Interest Rate for such Class as set forth in the Preliminary
Statement hereto were determined without regard to clause (ii) in the definition
thereof, over (ii) the actual Current Interest payable on such Class for such
Distribution Date.

         BBA: The British Banker's Association.

         Book-Entry Certificates: Beneficial interests in Certificates
designated as "Book-Entry Certificates" in this Agreement, ownership and
transfers of which shall be evidenced or made through book entries by a Clearing
Agency as described in Section 3.09; provided, that after the occurrence of a
Book-Entry Termination whereupon book-entry registration and transfer are no
longer permitted and Definitive Certificates are to be issued to Certificate
Owners, such Book-Entry Certificates shall no longer be "Book-Entry
Certificates." As of the Closing Date, the following Classes of Certificates
constitute Book-Entry Certificates: the Class A-1, Class A-2, Class X-A-1, Class
X-A-2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6 and
Class X-B.

         Book-Entry Termination: The occurrence of any of the following events:
(i) the Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Book Entry

                                       17
<PAGE>

Certificates, and the Depositor is unable to locate a qualified successor; or
(ii) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Clearing Agency.

         Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in New York, New York or, if other than New
York, the city in which the Corporate Trust Office of the Trustee is located, or
the States of Maryland or Minnesota, are authorized or obligated by law or
executive order to be closed.

         Cendant: Cendant Mortgage Corporation or its successors in interest.

         Certificate: Any one of the certificates signed by the Trustee and
authenticated by the Authenticating Agent in substantially the forms attached
hereto as Exhibit A.

         Certificate Group: Each of the Group 1 Certificates and the Group 2
Certificates.

         Certificate Interest Rate: With respect to each Class of Certificates
and any Distribution Date, the applicable per annum rate described in the
Preliminary Statement hereto.

         Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the owner of such Book-Entry Certificate, as reflected on the books of
the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance with
the rules of such Clearing Agency).

         Certificate Principal Amount: With respect to any Certificate (other
than a Class X-A-1, Class X-A-2 or Class X-B Certificate), at the time of
determination, the maximum specified dollar amount of principal to which the
Holder thereof is then entitled hereunder, such amount being equal to the
initial principal amount set forth on the face of such Certificate, less (i) the
amount of all principal distributions previously made with respect to such
Certificate; (ii) all Realized Losses allocated to such Certificate; and (iii)
in the case of a Subordinate Certificate, any Subordinate Certificate Writedown
Amount allocated to such Certificates. Notwithstanding the foregoing, on any
Distribution Date relating to a Due Period in which a Subsequent Recovery has
been received by the Servicer, the Certificate Principal Amount of any Class of
Certificates then outstanding for which any Realized Loss or any Subordinate
Certificate Writedown Amount has been applied will be increased, in order of
seniority, by an amount equal to the lesser of (i) the amount such Class of
Certificates has been written down in respect of Realized Losses or Subordinate
Certificate Writedown Amounts, to the extent not previously offset by increases
in Certificate Principal Amount pursuant to this sentence and (ii) the total of
any Subsequent Recovery distributed on such date to the Certificateholders
(reduced (x) by the amount of the increase in the Certificate Principal Amount
of any more senior Class of Certificates pursuant to this sentence on such
Distribution Date and (y) to reflect a proportionate amount of the increase in
the Certificate Principal Amount of any pari passu Class of Certificates on such
Distribution Date pursuant to this sentence). For purposes of Article V hereof,
unless specifically provided to the contrary, Certificate Principal Amounts
shall be determined as of the close of business of the immediately preceding
Distribution Date, after giving effect to all distributions made on such date.

         Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to Section 3.02.

         Certificateholder: The meaning provided in the definition of "Holder."

                                       18
<PAGE>

         Change Date: With respect to each REMIC 3 Regular Interest, the
Distribution Date in the calendar month appearing opposite such Lower Tier REMIC
Interest as described in the Preliminary Statement hereto.

         Civil Relief Act: The Servicemembers Civil Relief Act, as amended.

         Class: Collectively, Certificates bearing the same class designation.
In the case of the REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC,
the term "Class" refers to all REMIC Interests having the same alphanumeric
designation.

         Class A-1 Excess Interest Amount: With respect to the first
Distribution Date only, the product of (i) the Class Principal Amount of the
Class A-1 Certificates, (ii) the initial Certificate Interest Rate on the Class
A-1 Certificates and (iii) a fraction, the numerator of which is the excess of
the number of days in the initial Accrual Period for the Class A-1 Certificates
over 30 and the denominator of which is 360.

         Class A-2 Excess Interest Amount: With respect to the first
Distribution Date only, the product of (i) the Class Principal Amount of the
Class A-2 Certificates, (ii) the initial Certificate Interest Rate on the Class
A-2 Certificates and (iii) a fraction, the numerator of which is the excess of
the number of days in the initial Accrual Period for the Class A-2 Certificates
over 30 and the denominator of which is 360.

         Class A-R Certificate: The Class A-R Certificate executed by the
Trustee, and authenticated and delivered by the Authenticating Agent,
substantially in the form annexed hereto as Exhibit A, and evidencing the
ownership of the Class LT1-R Interest, the Class LT2-R Interest, the Class LT3-R
Interest, the Class LT4-R Interest and the residual interest in the Upper Tier
REMIC.

         Class B-1 Excess Interest Amount: With respect to the first
Distribution Date only, the product of (i) the Class Principal Amount of the
Class B-1 Certificates, (ii) the initial Certificate Interest Rate on the Class
B-1 Certificates and (iii) a fraction, the numerator of which is the excess of
the number of days in the initial Accrual Period for the Class B-1 Certificates
over 30 and the denominator of which is 360.

         Class B-2 Excess Interest Amount: With respect to the first
Distribution Date only, the product of (i) the Class Principal Amount of the
Class B-2 Certificates, (ii) the initial Certificate Interest Rate on the Class
B-2 Certificates and (iii) a fraction, the numerator of which is the excess of
the number of days in the initial Accrual Period for the Class B-2 Certificates
over 30 and the denominator of which is 360.

         Class B-3 Excess Interest Amount: With respect to the first
Distribution Date only, the product of (i) the Class Principal Amount of the
Class B-3 Certificates, (ii) the initial Certificate Interest Rate on the Class
B-3 Certificates and (iii) a fraction, the numerator of which is the excess of
the number of days in the initial Accrual Period for the Class B-3 Certificates
over 30 and the denominator of which is 360.

         Class Notional Amount: With respect to the Class X-A-1 or Class X-A-2
Certificates, the applicable class notional amount calculated as provided in the
Preliminary Statement hereto.

         Class Principal Amount: With respect to each Class of Certificates
(other than a Class X-A-1, Class X-A-2 or Class X-B Certificate) the aggregate
of the Certificate Principal Amounts of all Certificates of such Class at the
date of determination.

         Class X Certificates: Any of the Class X-A-1, Class X-A-2 or Class X-B
Certificates.

         Class Subordination Percentage: With respect to each Class of
Subordinate Certificates, for each Distribution Date, the percentage obtained by
dividing the Class Principal Amount of such Class

                                       19
<PAGE>

immediately prior to such Distribution Date by the sum of the Class Principal
Amounts of all Classes of Certificates immediately prior to such Distribution
Date.

         Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. As
of the Closing Date, the Clearing Agency shall be The Depository Trust Company.

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

         Closing Date: March 22, 2004.

         Code: The Internal Revenue Code of 1986, as amended, and as it may be
further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto in
temporary or final form.

         Compensating Interest Payment: As to any Distribution Date, the lesser
of (1) the Servicing Fee for such date and (2) any Prepayment Interest Shortfall
for such date.

         Component Interest Rate: With respect to the Pool 1 NAS Component,
1.00% per annum subject to a cap equal to the Pool 1 Net WAC. With respect to
the Pool 1 Companion Component, the interest rate specified in the definition of
Pool 1 Companion Component. With respect to the Pool 2 NAS Component, 1.00% per
annum subject to a cap equal to the Pool 2 Net WAC. With respect to the Pool 2
Companion Component, the interest rate specified in the definition of Pool 2
Companion Component. With respect to Component XB1 and any Distribution Date,
the interest rate specified in the definition of Component XB1. With respect to
Component XB2 and any Distribution Date, the interest rate specified in the
definition of Component XB2. With respect to Component XB3 and any Distribution
Date, the interest rate specified in the definition of Component XB3.

         Component Notional Amount: With respect to the Pool 1 NAS Component and
any Distribution Date, the Pool 1 NAS Notional Principal Amount. With respect to
the Pool 2 NAS Component and any Distribution Date, the Pool 2 NAS Notional
Principal Amount. With respect to the Pool 1 Companion Component and any
Distribution Date, the Pool 1 Companion Notional Principal Amount. With respect
to the Pool 2 Companion Component and any Distribution Date, the Pool 2
Companion Notional Principal Amount. With respect to Component XB1 and any
Distribution Date, the notional amount specified in the definition of Component
XB1. With respect to Component XB2 and any Distribution Date, the notional
amount specified in the definition of Component XB2. With respect to Component
XB3 and any Distribution Date, the notional amount specified in the definition
of Component XB3.

         Component XB1: A component of the Class X-B Certificates having a
notional amount equal to the Class Principal Amount of the Class B-1
Certificates immediately before the related Distribution Date and having an
interest rate with respect to any Distribution Date (and the related Accrual
Period) equal to the excess of the Subordinate Net WAC over the Certificate
Interest Rate on the Class B-1 Certificates.

         Component XB2: A component of the Class X-B Certificates having a
notional amount equal to the Class Principal Amount of the Class B-2
Certificates immediately before the related Distribution Date and having an
interest rate with respect to any Distribution Date (and the related Accrual
Period) equal to the excess of the Subordinate Net WAC over the Certificate
Interest Rate on the Class B-2 Certificates.

                                       20
<PAGE>

         Component XB3: A component of the Class X-B Certificates having a
notional amount equal to the Class Principal Amount of the Class B-3
Certificates immediately before the related Distribution Date and having an
interest rate with respect to any Distribution Date (and the related Accrual
Period) equal to the excess of the Subordinate Net WAC over the Certificate
Interest Rate on the Class B-3 Certificates.

         Components: Each of the Pool 1 NAS Component, the Pool 1 Companion
Component, the Pool 2 NAS Component, the Pool 2 Companion Component, Component
XB1, Component XB2 and Component XB3.

         Cooperative Corporation: The entity that holds title (fee or an
acceptable leasehold estate) to the real property and improvements constituting
the Cooperative Property and which governs the Cooperative Property, which
Cooperative Corporation must qualify as a Cooperative Housing Corporation under
Section 216 of the Code.

         Cooperative Loan: Any Mortgage Loan secured by Cooperative Shares and a
Proprietary Lease.

         Cooperative Property: The real property and improvements owned by the
Cooperative Corporation, that includes the allocation of individual dwelling
units to the holders of the shares of the Cooperative Corporation.

         Cooperative Shares: Shares issued by a Cooperative Corporation.

         Corporate Trust Office: With respect to the presentment of Certificates
for registration of transfer, exchange or final payment, Wells Fargo Bank, N.A.,
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
Merrill Lynch Mortgage Investors Trust Series MLCC 2004-A and for all other
purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland
21045, Attention: Client Manager - MLCC 2004-A, or such other address as the
Trustee may designate from time to time by notice to the Certificateholders.

         Corresponding Classes of Certificates or Components: With respect to
each Lower Tier REMIC Interest, the Class or Classes of Certificates or
Components appearing opposite such Lower Tier REMIC Interest as described in the
Preliminary Statement hereto.

         Corresponding REMIC 2 Regular Interest: With respect to each REMIC 3
Regular Interest, the REMIC 2 Regular Interest appearing opposite such REMIC 3
Regular Interest as described in the Preliminary Statement hereto.

         Credit Support Depletion Date: The first Distribution Date, if any, on
which the aggregate Certificate Principal Amounts of the Subordinate
Certificates have been reduced to zero.

         Current Interest: With respect to each Class of Certificates and each
Component on each Distribution Date, the aggregate amount of interest accrued at
the applicable Certificate Interest Rate or Component Interest Rate during the
related Accrual Period on the Class Principal Amount or Component Notional
Amount of such Class or Component; provided, however, that (i) on any
Distribution Date the Current Interest for the Pool NAS Component and Pool
Companion Component related to a particular Mortgage Pool is subject to the
Current Interest Restriction, (ii) the aggregate Current Interest for the Pool 1
Companion Component for the first Distribution Date will be reduced by the Class
A-1 Excess Interest Amount, (iii) the aggregate Current Interest for the Pool 2
Companion Component for the first Distribution Date will be reduced by the Class
A-2 Excess Interest Amount, (iv) the aggregate Current Interest for Component
XB1 for the first Distribution Date will be reduced by the Class B-1 Excess
Interest Amount, (v) the aggregate Current Interest for Component XB2 for the
first Distribution Date

                                       21
<PAGE>

will be reduced by the Class B-2 Excess Interest Amount and (vi) the aggregate
Current Interest for Component XB3 for the first Distribution Date will be
reduced by the Class B-3 Excess Interest Amount.

         Current Interest Restriction: As to any Distribution Date, the
aggregate Current Interest for a Pool NAS Component and related Pool Companion
Component for such Distribution Date cannot exceed the excess of (i) the Current
Interest that would have accrued on the related Class A Certificates for such
Distribution Date had the Certificate Interest Rate for such class of Class A-1
or Class A-2 Certificates been equal to the related Pool Net WAC over (ii) the
actual Current Interest on such class of Class A-1 or Class A-2 Certificates for
such Distribution Date. For purposes of the Current Interest Restriction, the
Class A-1 Certificates shall be related to the Pool 1 Components and the Class
A-2 Certificates will be related to the Pool 2 Components.

         Custodial Accounts: Each custodial account (other than an Escrow
Account) established and maintained by the Servicer pursuant to the Servicing
Agreement.

         Custodial Agreement: The Custodial Agreement, dated as of December 15,
2000, between Merrill Lynch Credit Corporation and Wells Fargo Bank Minnesota,
National Association, as custodian, as amended by Amendment No. 1, dated as of
January 16, 2002 a copy of which (excluding all exhibits thereto) is attached
hereto as Exhibit O.

         Cut-off Date: March 1, 2004.

         Cut-off Date Balance: With respect to the Mortgage Loans in the Trust
Fund on the Closing Date, the Aggregate Stated Principal Balance as of the
Cut-off Date.

         Debt Service Reduction: With respect to any Mortgage Loan, a reduction
by a court of competent jurisdiction in a proceeding under the Bankruptcy Code
in the Scheduled Payment for such Mortgage Loan which became final and
non-appealable, except such a reduction resulting from a Deficient Valuation or
any reduction that results in a permanent forgiveness of principal.

         Defective Mortgage Loan: The meaning specified in Section 2.04(a).

         Deficient Valuation: With respect to any Mortgage Loan, a valuation of
the related Mortgaged Property by a court of competent jurisdiction in an amount
less than the then outstanding indebtedness under the Mortgage Loan, or any
reduction in the amount of principal to be paid in connection with any Scheduled
Payment that results in a permanent forgiveness of principal, which valuation or
reduction results from an order of such court which is final and non-appealable
in a proceeding under the Bankruptcy Code.

         Definitive Certificate: A Certificate of any Class issued in
definitive, fully registered, certificated form.

         Deleted Mortgage Loan: As defined in Section 2.04(a).

         Delinquent: Any Mortgage Loan with respect to which the Scheduled
Payment due on a Due Date is not received.

         Depositor: Merrill Lynch Mortgage Investors, Inc., a Delaware
corporation, having its principal place of business at 250 Vesey Street, 4 World
Financial Center, 10th Floor, New York, New York 10080, or its successors in
interest.

                                       22
<PAGE>

         Determination Date: With respect to each Distribution Date, the 15th
day of the month in which such Distribution Date occurs, or, if such 15th day is
not a Business Day, the next succeeding Business Day.

         Disqualified Organization: A "disqualified organization" as defined in
Section 860E(e)(5) of the Code.

         Distribution Account: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 4.01 in the name of the Trustee
for the benefit of the Certificateholders and designated "Wells Fargo Bank,
N.A., in trust for registered holders of Merrill Lynch Mortgage Investors Trust
Series MLCC 2004-A, Mortgage Pass-Through Certificates." Funds in the
Distribution Account (exclusive of any earnings on investments made with funds
deposited in the Distribution Account) shall be held in trust for the Trustee
and the Certificateholders for the uses and purposes set forth in this
Agreement.

         Distribution Account Deposit Date: The 18th day of each calendar month
after the initial issuance of the Certificates or, if such 18th day is not a
Business Day, the immediately preceding Business Day, commencing in April 2004.

         Distribution Date: The 25th day of each month or, if such 25th day is
not a Business Day, the next succeeding Business Day, commencing in April 2004.

         Due Date: With respect to any Mortgage Loan, the date on which a
Scheduled Payment is due under the related Mortgage Note as indicated in the
Mortgage Note.

         Due Period: As to any Distribution Date, the period beginning on the
second day of the month preceding the month of such Distribution Date, and
ending on the first day of the month of such Distribution Date.

         Effective Loan-to-Value Ratio: A fraction, expressed as a percentage,
the numerator of which is the original Stated Principal Balance of the Mortgage
Loan, less the amount of Additional Collateral required to secure such Mortgage
Loan at the time of origination, if any, and the denominator of which is the
Appraised Value of the related Mortgage Property at such date.

         Eligible Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC or the SAIF (to the
limits established by the FDIC or the SAIF) and the uninsured deposits in which
accounts are otherwise secured such that, as evidenced by an Opinion of Counsel
delivered to the Trustee and to each Rating Agency, the Certificateholders have
a claim with respect to the funds in such account or a perfected first priority
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 or trust company in which
such account is maintained, or (iii) a trust account or accounts maintained with
the trust department of a federal or state chartered depository institution or
trust company, acting in its fiduciary capacity or (iv) any other account
acceptable to each Rating Agency. Eligible Accounts may bear interest, and may
include, if otherwise qualified under this definition, accounts maintained with
the Trustee, any Paying Agent, or the Servicer.

                                       23
<PAGE>

         ERISA: The Employee Retirement Income Security Act of 1974, as amended,
and as it may be further amended from time to time, any successor statutes
thereto, and applicable U.S. Department of Labor regulations issued pursuant
thereto in temporary or final form.

         ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements of an
Underwriter's Exemption.

         ERISA-Restricted Certificate: The Class A-R, Class B-4, Class B-5 or
Class B-6 Certificates.

         Escrow Account: As defined in the Servicing Agreement.

         Event of Default: The failure of the Servicer to perform any of its
obligations under the Servicing Agreement.

         Fannie Mae: The entity formerly known as the Federal National Mortgage
Association, 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.

         FHLMC: The Federal Home Loan Mortgage Corporation, 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.

         Final Certification: As referred to in Section 2.02(c), the form of
which is set forth at Exhibit L.

         Fitch Ratings: Fitch, Inc., or any successor in interest.

         Global Securities: The global certificates representing the Book-Entry
Certificates.

         Group 1: All of the Group 1 Certificates.

         Group 1 Certificate: Any Class A-1 or Class A-R Certificate.

         Group 2: All of the Group 2 Certificates.

         Group 2 Certificate: Any Class A-2 Certificate.

         Holder or Certificateholder: The registered owner of any Certificate as
recorded on the books of the Certificate Registrar except that, solely for the
purposes of taking any action or giving any consent pursuant to this Agreement,
any Certificate registered in the name of the Depositor, the Trustee or the
Servicer, or any Affiliate thereof shall be deemed not to be outstanding in
determining whether the requisite percentage necessary to effect any such
consent has been obtained, except that, in determining whether the Trustee shall
be protected in relying upon any such consent, only Certificates which a
Responsible Officer of the Trustee knows to be so owned shall be disregarded.
The Trustee may request and conclusively rely on certifications by the Depositor
and the Servicer in determining whether any Certificates are registered to an
Affiliate of the Depositor or the Servicer.

         HUD: The United States Department of Housing and Urban Development, or
any successor thereto.

                                       24
<PAGE>

         Independent: When used with respect to any Accountants, a Person who is
"independent" within the meaning of Rule 2-01(b) of the Securities and Exchange
Commission's Regulation S-X. When used with respect to any other Person, a
Person who (a) is in fact independent of another specified Person and any
Affiliate of such other Person, (b) does not have any material direct financial
interest in such other Person or any Affiliate of such other Person, and (c) is
not connected with such other Person or any Affiliate of such other Person as an
officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions.

         Index: As to each Mortgage Loan, the index from time to time in effect
for adjustment of the Mortgage Rate as set forth as such on the related Mortgage
Note.

         Initial Certification: As referred to Section 2.02(a), the form of
which is set forth at Exhibit K.

         Initial LIBOR Rate: 1.10% with respect to the Class A-1, Class A-R,
Class B-1, Class B-2 and Class B-3 Certificates, and 1.17% with respect to the
Class A-2 Certificates.

         Initial Optional Purchase Date: The first Distribution Date following
the date on which the Aggregate Stated Principal Balance is less than 10.00% of
the Cut-off Date Balance.

         Insurance Policy: With respect to any Mortgage Loan, any insurance
policy, including all names and endorsements thereto in effect, including any
replacement policy or policies for any Insurance Policies.

         Insurance Proceeds: Proceeds paid by any Insurance Policy (excluding
proceeds required to be applied to the restoration and repair of the related
Mortgaged Property or released to the Mortgagor), in each case other than any
amount included in such Insurance Proceeds in respect of Insured Expenses and
(i) the proceeds from any Limited Purpose Surety Bond.

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

         Interest Distribution Amount: For each Class of Certificates or
Component, on any Distribution Date, the Current Interest for such Class or
Component, as reduced by such Class's or Component's share of Net Prepayment
Interest Shortfalls and Relief Act Reductions. Any such shortfalls and
reductions shall be allocated among (i) all Classes of Certificates (other than
the Interest Only Certificates) of the related Certificate Group from such
Mortgage Pool, (ii) the Pool 1 NAS Component, Pool 1 Companion Component, Pool 2
NAS Component or the Pool 2 Companion Component, as the case may be, and (iii)
the Subordinate Certificates proportionately on the basis of (1) in the case of
the Senior Certificates (other than the Class X Certificates), Current Interest
otherwise distributable thereon on such Distribution Date; (2) in the case of
the Pool NAS Component and the Pool Companion Component related to a Mortgage
Pool, Current Interest otherwise distributable in respect thereof on such
Distribution Date and (3) in the case of Subordinate Certificates, interest
accrued at the Net WAC of the applicable Mortgage Pool on their Apportioned
Principal Balance before taking into account any reductions in such amounts from
Net Interest Shortfalls for that Distribution Date.

         Interest-Only Certificates: Any of the Class X-A-1, Class X-A-2 and
Class X-B Certificates.

         Interest Shortfall: As to any Class of Certificates or Component and
any Distribution Date, (i) the amount by which the Interest Distribution Amount
(exclusive of any payments to such Class in respect of Basis Risk Shortfalls or
Unpaid Basis Risk Shortfalls) for such Class or Component on such Distribution
Date and all prior Distribution Dates exceeds (ii) amounts distributed in
respect thereof to such Class or

                                       25
<PAGE>

Component on prior Distribution Dates (as determined without reduction for
amounts not paid to such Class or in respect of such Component as a result of
the provisos set forth in Sections 5.02(a)(i) and 5.02(b) hereof.

         Interest Transfer Amount: For any Distribution Date and for any
Undercollateralized Group, an amount equal to one month's interest on the
applicable Principal Transfer Amount at the weighted average Certificate
Interest Rate of the applicable Undercollateralized Group, plus any interest
accrued on such Undercollateralized Group remaining unpaid from prior
Distribution Dates.

         Intervening Assignments: The original intervening assignments of the
Mortgage, notices of transfer or equivalent instrument.

         Latest Possible Maturity Date: The Distribution Date in June 2029.

         LIBOR: With respect to the first Accrual Period, the Initial LIBOR
Rate. With respect to each subsequent Accrual Period, a per annum rate
determined on the LIBOR Determination Date in the following manner by the
Trustee on the basis of the "Interest Settlement Rate" set by the BBA for
one-month (or six-month with respect to the Class A-2 Certificates) United
States dollar deposits, as such rates appear on the Telerate Page 3750, as of
11:00 a.m. (London time) on such LIBOR Determination Date.

         (a)      If on such a LIBOR Determination Date, the BBA's Interest
Settlement Rate does not appear on the Telerate Page 3750 as of 11:00 a.m.
(London time), or if the Telerate Page 3750 is not available on such date, the
Trustee will obtain such rate from Reuters' "page LIBOR 01" or Bloomberg's page
"BBAM." If such rate is not published for such LIBOR Determination Date, LIBOR
for such date will be the most recently published Interest Settlement Rate. In
the event that the BBA no longer sets an Interest Settlement Rate, the Trustee
will designate an alternative index that has performed, or that the Trustee
expects to perform, in a manner substantially similar to the BBA's Interest
Settlement Rate. The Trustee will select a particular index as the alternative
index only if it receives an Opinion of Counsel, which opinion shall be an
expense reimbursed from the Distribution Account, that the selection of such
index will not cause any of the REMICs to lose their classification as REMICs
for federal income tax purposes.

         (b)      The establishment of LIBOR by the Trustee and the Trustee's
subsequent calculation of the Certificate Interest Rate applicable to the LIBOR
Certificates for the relevant Accrual Period, in the absence of manifest error,
will be final and binding.

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

         LIBOR Certificate: Any Class A-1, Class A-2, Class B-1, Class B-2 and
Class B-3 Certificate.

         LIBOR Determination Date: With respect to any LIBOR Certificates other
than the Class A-2 Certificates, the second LIBOR Business Day immediately
preceding the commencement of each Accrual Period and with respect to the Class
A-2 Certificates, the second LIBOR Business Day immediately preceding every
sixth Accrual Period beginning with the Accrual Period commencing during
September 2004.

         Limited Purpose Surety Bond: Any Limited Purpose Surety Bond listed in
Exhibit F.

                                       26
<PAGE>

         Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
Servicer has certified (in accordance with the Servicing Agreement) that it has
received all amounts it expects to receive in connection with the liquidation of
such Mortgage Loan including the final disposition of an REO Property.

         Liquidation Proceeds: Amounts, including Insurance Proceeds, received
in connection with the partial or complete liquidation of defaulted Mortgage
Loans, whether through trustee's sale, foreclosure sale 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.

         Loan-To-Value Ratio: With respect to any Mortgage Loan and as to any
date of determination, the fraction (expressed as a percentage) the numerator of
which is the principal balance of the related Mortgage Loan at such date of
determination and the denominator of which is the Appraised Value of the related
Mortgaged Property.

         Lower Tier REMIC Interests: Any of the REMIC 1 Interests, the REMIC 2
Interests, the REMIC 3 Interests or the REMIC 4 Interests.

         Lower Tier Regular Interests: Any of the REMIC 1 Regular Interests, the
REMIC 2 Regular Interests, the REMIC 3 Regular Interests or the REMIC 4 Regular
Interests.

         Margin: As to each Mortgage Loan, the percentage amount set forth on
the related Mortgage Note added to the Index in calculating the Mortgage Rate
thereon.

         Material Defect: As defined in Section 2.02(b).

         Maximum Rate: As to any Mortgage Loan, the maximum rate set forth on
the related Mortgage Note at which interest can accrue on such Mortgage Loan.

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

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

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

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

         Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.02.

         Mortgage: A mortgage, deed of trust or other instrument encumbering a
fee simple interest in real property securing a Mortgage Note, together with
improvements thereto.

         Mortgage Documents: With respect to each Mortgage Loan, the mortgage
documents required to be delivered to the Trustee pursuant to the Trust
Agreement.

         Mortgage Loan: A Mortgage and the related notes or other evidences of
indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned
to or deposited with the Trustee pursuant to Section 2.01 (including any
Replacement Loan and REO Property), including without limitation, each Mortgage
Loan listed on the Mortgage Loan Schedule, as amended from time to time.

                                       27
<PAGE>

         Mortgage Loan Purchase and Sale Agreement: The Mortgage Loan Purchase
and Sale Agreement, dated as of March 1, 2004, between the Seller and the
Depositor with respect to the sale and purchase of the Mortgage Loans.

         Mortgage Loan Schedule: The schedule attached hereto as Schedule A,
which shall identify each Mortgage Loan, as such schedule may be amended by the
Depositor or the Servicer from time to time to reflect the addition of
Replacement Mortgage Loans to, or the deletion of Deleted Mortgage Loans from,
the Trust Fund. Such schedule shall, among other things (1) identify the
designated Mortgage Pool in which such Mortgage Loan is included and (2)
separately identify One-Month LIBOR Loans, Six-Month LIBOR Loans and Additional
Collateral Mortgage Loans.

         Mortgage Note: The original executed note or other evidence of the
indebtedness of a Mortgagor secured by a Mortgage under a Mortgage Loan.

         Mortgage Pools: Any of Pool 1 and Pool 2.

         Mortgage Rate: As to any Mortgage Loan, the annual rate of interest
borne by the related Mortgage Notes.

         Mortgaged Property: The underlying property, including any Additional
Collateral, securing a Mortgage Loan which, with respect to a Cooperative Loan,
is the related Cooperative Shares and Property Lease.

         Mortgagor: The obligor on a Mortgage Note.

         Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan
or any other disposition of related Mortgaged Property, the related Liquidation
Proceeds net of Advances, Servicer Advances, related Servicing Fees and any
other accrued and unpaid fees received and retained in connection with the
liquidation of such Mortgage Loan or Mortgaged Property.

         Net Interest Shortfalls: With respect to any Distribution Date, any Net
Prepayment Interest Shortfalls for that Distribution Date and the amount of
interest that would otherwise have been received with respect to any Mortgage
Loan which was subject to (i) a Relief Act Reduction or (ii) the interest
portion of any Debt Service Reduction or Deficient Valuation, after exhaustion
of the respective amounts of coverage provided by the Subordinate Certificates
for those type of losses.

         Net Mortgage Rate: With respect to any Mortgage Loan and any
Distribution Date, the related Mortgage Rate as of the Due Date in the month
preceding the month of such Distribution Date reduced by the Servicing Fee Rate
for such Mortgage Loan.

         Net Prepayment Interest Shortfall: With respect to any Mortgage Loan
and any Distribution Date, the amount by which any Prepayment Interest Shortfall
for such date exceeds the amount payable by the Servicer in respect of such
shortfall.

         Net WAC: As to any Distribution Date, the weighted average of the Net
Mortgage Rates of the Mortgage Loans as of the Due Date of the month preceding
the month of such Distribution Date, weighted on the basis of their outstanding
Stated Principal Balances (after giving effect to the Scheduled Payments due on
or before such Due Date and Principal Prepayments received prior to such Due
Date) at such time. When the term "Net WAC" is used herein with reference to
only the One-Month LIBOR Loans or only the Six-Month LIBOR Loans, such weighted
average shall be computed with reference solely to the Mortgage Loans in the
relevant group.

                                       28
<PAGE>

         Non-Book-Entry Certificate: Any Certificate other than a Book-Entry
Certificate.

         Non-permitted Foreign Holder: As defined in Section 3.03(f).

         Nonrecoverable Advance: Any portion of an Advance or Servicer Advance
previously made or proposed to be made by the Servicer (as certified in an
Officer's Certificate of the Servicer) or by the Trustee pursuant to Section
5.04, which in the good faith judgment of such party, shall not be ultimately
recoverable by such party from the related Mortgagor, related Liquidation
Proceeds or otherwise.

         Non-U.S. Person: Any person other than a "United States person" within
the meaning of Section 7701(a)(30) of the Code.

         Notional Amount: With respect to any Notional Certificate and any
Distribution Date, such Certificate's Percentage Interest of the Class Notional
Amount of such Class of Certificates for such Distribution Date.

         Notional Certificate: Any Class X-A-1 or Class X-A-2 Certificate.

         Offering Document: The Prospectus.

         Officer's Certificate: A certificate 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 (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) of the Depositor or the Trustee, as the case may be, and
delivered to the Depositor or the Trustee, as the case may be, as required by
this Agreement.

         Officer's Certificate of the Servicer: A certificate (i) signed by the
Chairman of the Board, the Vice Chairman of the Board, the President, a Managing
Director, a Vice President (however denominated), an Assistant Vice President,
the Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of the Servicer, or (ii) if provided for herein, signed by a
Servicing Officer, as the case may be, and delivered to the Trustee.

         One-Month LIBOR Loan: Each Mortgage Loan bearing a Mortgage Rate that
adjusts in accordance with LIBOR for one-month U.S. dollar deposits.

         Opinion of Counsel: A written opinion of counsel, reasonably acceptable
in form and substance to the Trustee and who may be in-house or outside counsel
to the Depositor or the Trustee but which must be Independent outside counsel
with respect to any such opinion of counsel concerning the transfer of any
Residual Certificate or concerning certain matters with respect to ERISA, or the
taxation, or the federal income tax status, of each REMIC.

         Optional Termination Price: An amount equal to the sum of (i) 100% of
the Stated Principal Balance of the Mortgage Loans (other than any Mortgage Loan
that has become an REO Property) plus accrued interest thereon at the applicable
Mortgage Rate through the Due Date in the month in which the Optional
Termination Price is to be distributed to Certificateholders and the fair market
value of any REO Property plus accrued interest thereon; (ii) any unreimbursed
costs and damages incurred by the Trust Fund (or the Trustee on behalf of the
Trust Fund) in connection with the violation of any anti-predatory or
anti-abusive lending laws; and (iii) the payment of all amounts (including,
without limitation, all

                                       29
<PAGE>

previously unreimbursed Advances and Servicing Advances and accrued and unpaid
Servicing Fees) payable or reimbursable to the Servicer or Trustee.

         Original Applicable Credit Support Percentage: With respect to each
Class of Subordinate Certificates, the corresponding percentage set forth
opposite its Class designation: Class B-1 - 3.10%; Class B-2 - 2.05%; Class B-3
- 1.25%; Class B-4 - 0.80%; Class B-5 - 0.55%; and Class B-6 - 0.35%.

         Original Subordinate Principal Amount: The aggregate of the initial
Class Principal Amounts of the Classes of Subordinated Certificates.

         Overcollateralized Group: On any Distribution Date, any Certificate
Group which is not an Undercollateralized Group.

         Parent Power(R)Guaranty and Security Agreement: With respect to any
Additional Collateral Loan, as defined in the Mortgage Loan Purchase and Sale
Agreement.

         Paying Agent: Any paying agent appointed by the Trustee pursuant to
Section 3.08.

         Percentage Interest: With respect to any Certificate, its percentage
interest in the undivided beneficial ownership interest in the Trust Fund
evidenced by all Certificates of the same Class as such Certificate. With
respect to any Certificate other than a Notional Certificate, a Class X-B
Certificate or the Class A-R Certificate, the Percentage Interest evidenced
thereby shall equal the initial Certificate Principal Amount thereof divided by
the initial Class Principal Amount of all Certificates of the same Class. With
respect to the Class A-R Certificate, the Percentage Interest evidenced thereby
shall be as specified on the face thereof, or otherwise, be equal to 100%. With
respect to any Notional Certificate, the Percentage Interest evidenced thereby
shall equal its initial Notional Amount as set forth on the face thereof divided
by the initial Class Notional Amount of such Class. With respect to any Class
X-B Certificate, the Percentage Interest represented thereby shall equal the
initial aggregate Component Notional Amount of its Components divided by the
initial aggregate Component Notional Amount of all of the Certificates of the
same class.

         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 that 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, or such lower
         rating as shall not result in the downgrading or withdrawal of the
         ratings then assigned to the Certificates by the Rating Agencies, as
         evidenced by a signed writing delivered by each Rating Agency;

                  (iii)    commercial or finance company paper which is then
         receiving the highest commercial or finance company paper rating of
         each Rating Agency rating such paper, or such lower rating as shall not
         result in the downgrading or withdrawal of the ratings then assigned to
         the Certificates by the Rating Agencies, as evidenced by a signed
         writing delivered by each Rating Agency;

                  (iv)     certificates of deposit, demand or time deposits, or
         bankers' acceptances 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

                                       30
<PAGE>

         authorities, provided that the commercial paper and/or long-term
         unsecured debt obligations of such depository institution or trust
         company (or in the case of the principal depository institution in a
         holding company system, the commercial paper or long-term unsecured
         debt obligations of such holding company, but only if Moody's is not
         the applicable Rating Agency) are then rated one of the two highest
         long-term and the highest short-term ratings of each Rating Agency for
         such securities, or such lower ratings as shall not result in the
         downgrading or withdrawal of the ratings then assigned to the
         Certificates by the Rating Agencies, as evidenced by a signed writing
         delivered by each Rating Agency;

                  (v)      guaranteed reinvestment agreements issued by any
         bank, insurance company or other corporation acceptable to the Rating
         Agencies at the time of the issuance of such agreements, as evidenced
         by a signed writing delivered by each Rating Agency;

                  (vi)     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 (iv) above;

                  (vii)    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 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 ratings of each Rating Agency (except if the Rating
         Agency is Moody's, such rating shall be the highest commercial paper
         rating of Moody's for any such series), or such lower rating as shall
         not result in the downgrading or withdrawal of the ratings then
         assigned to the Certificates by the Rating Agencies, as evidenced by a
         signed writing delivered by each Rating Agency;

                  (viii)   interests in any money market fund 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 rating
         by each Rating Agency rating such fund or such lower rating as shall
         not result in a change in the rating then assigned to the Certificates
         by each Rating Agency including funds for which the Trustee or any of
         its Affiliates is investment manager or adviser;

                  (ix)     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 which on the date of acquisition
         has been rated by each applicable Rating Agency in their respective
         highest applicable rating category or such lower rating as shall not
         result in a change in the rating then specified stated maturity and
         bearing interest or sold at a discount acceptable to each Rating Agency
         as shall not result in the downgrading or withdrawal of the ratings
         then assigned to the Certificates by the Rating Agencies; and

                  (x)      such other investments having a specified stated
         maturity and bearing interest or sold at a discount acceptable to the
         Rating Agencies as shall not result in the downgrading or withdrawal of
         the ratings then assigned to the Certificates by the Rating Agencies;

provided, that no such instrument shall be a Permitted Investment if (i) such
instrument evidences the right to receive interest only payments with respect to
the obligations underlying such instrument, (ii) such instrument would require
the Depositor to register as an investment company under the Investment Company
Act of 1940, as amended, or (iii) such instrument would not be a "permitted
investment" within the meaning of such term as provided for in Section
860G(a)(5) of the Code and the Treasury Regulations thereunder.

                                       31
<PAGE>

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

         Pool Companion Component: The Pool 1 Companion Component or Pool 2
Companion Component, as the context may require.

         Pool NAS Component. The Pool 1 NAS Component or Pool 2 NAS Component,
as the context may require.

         Pool Net WAC: The Pool 1 Net WAC or Pool 2 Net WAC, as the context may
require.

         Pool 1: The aggregate of Mortgage Loans identified on the Mortgage Loan
Schedule as being included in Pool 1.

         Pool 1 Adjusted Net WAC: For each Distribution Date, the interest rate
on the Class LT4A1 Interest.

         Pool 1 Companion Component: An interest-only Component represented by
the Class X-A-2 Certificates which has a notional amount on any Distribution
Date equal to the Pool 1 Companion Notional Principal Amount and bears interest
at a rate equal to the excess, if any, of the Pool 1 Adjusted Net WAC over the
Certificate Interest Rate on the Class A-1 Certificates.

         Pool 1 Companion Notional Principal Amount: For any Distribution Date,
the Certificate Principal Amount of the Class A-1 Certificates immediately prior
to such Distribution Date.

         Pool 1 Components: The Pool 1 Companion Component and the Pool 1 NAS
Component.

         Pool 1 Mortgage Loans: Any Mortgage Loan in Pool 1.

         Pool 1 NAS Component: An interest only Component represented by the
Class X-A-1 Certificates which has a notional amount equal to the Pool 1 NAS
Notional Principal Amount and, subject to the Current Interest Restriction,
bears interest at a rate equal on any Distribution Date to the lesser of (i)
1.00% or (ii) the Pool 1 Net WAC.

         Pool 1 NAS Notional Principal Amount: For each Distribution Date, the
lesser of (i) the outstanding Class Principal Amount of the Class A-1
Certificates immediately prior to such Distribution Date and (ii) the amount
specified below for such Distribution Date:

<TABLE>
<CAPTION>
                                                                 Notional Amount
Distribution Date                                                  Schedule ($)
-----------------                                                  ------------
<S>                                                              <C>
April 2004...........................................             991,600,000.00
May 2004.............................................             961,631,461.26
June 2004............................................             932,540,470.00
July 2004............................................             904,301,423.84
August 2004..........................................             876,889,373.13
September 2004.......................................             850,280,098.87
October 2004.........................................             824,450,091.31
November 2004........................................             799,376,529.23
December 2004........................................             775,037,259.70
January 2005.........................................             751,410,778.60
</TABLE>

                                       32
<PAGE>

<TABLE>
<CAPTION>
                                                                 Notional Amount
Distribution Date                                                  Schedule ($)
-----------------                                                  ------------
<S>                                                              <C>
February 2005........................................             728,476,211.53
March 2005...........................................             706,213,295.41
April 2005...........................................             684,602,360.61
May 2005.............................................             663,624,313.49
June 2005............................................             643,260,619.60
July 2005............................................             623,493,287.30
August 2005..........................................             604,304,851.80
September 2005.......................................             585,678,359.81
October 2005.........................................             567,597,354.52
November 2005........................................             550,045,861.06
December 2005........................................             533,008,372.40
January 2006.........................................             516,469,835.63
February 2006 and thereafter.........................                       0.00
</TABLE>

         Pool 1 Net WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 1 Mortgage Loans as of the Due
Date in the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal Balances
(after giving effect to the Scheduled payments due on or before such Due Date
and Principal Prepayments received prior to such Due Date) at such time.

         Pool 1 REMIC Companion Component: An uncertificated "interest-only"
regular interest in the Upper Tier REMIC that, on each Distribution Date, has a
notional principal amount equal to the Class Principal Amount of the Class A-1
Certificates immediately prior to such Distribution Date and bears interest at a
rate equal to the excess of the Pool 1 Adjusted Net WAC over the Certificate
Interest Rate on the Class A-1 Certificates on such Distribution Date. For
purposes of determining the interest rate on the Pool 1 REMIC Companion
Component for the first Distribution Date only, the Class A-1 Certificates shall
be treated as having a Certificate Interest Rate equal to the product of (i) the
initial Certificate Interest Rate of the Class A-1 Certificates (as determined
without regard to this sentence) and (ii) a fraction, the numerator of which is
the number of days in the initial Accrual Period for the Class A-1 Certificates
and the denominator of which is 30. For federal income tax purposes, the Pool 1
REMIC Companion Component is represented by the Class X-A-2 Certificates.

         Pool 1 REMIC NAS Component: An uncertificated "interest-only" regular
interest in the Upper Tier REMIC that is entitled to 100% of the amounts payable
in respect of the REMIC 3 Pool 1 IO Interests. For federal income tax purposes,
the Pool 1 REMIC NAS Component is represented by the Class X-A-1 Certificates.

         Pool 1 Subordinate Amount: For any Distribution Date, the excess of (a)
the Aggregate Stated Principal Balances of the Pool 1 Mortgage Loans as of the
first day of the month preceding the month in which such Distribution Date
occurs and over (b) the sum of the Class Principal Amounts of the Class A-1 and
Class A-R Certificates immediately before such Distribution Date.

         Pool 2: The aggregate of Mortgage Loans identified on the Mortgage Loan
Schedule as being included in Pool 2.

         Pool 2 Adjusted Net WAC: For each Distribution Date, the interest rate
on the Class LT4A2 Interest.

                                       33
<PAGE>

         Pool 2 Companion Component: An interest-only Component represented by
the Class X-A-1 Certificates which has a notional amount on any Distribution
Date equal to the Pool 2 Companion Notional Principal Amount and bears interest
at a rate equal to the excess, if any, of the Pool 2 Adjusted Net WAC over the
Certificate Interest Rate on the Class A-2 Certificates.

         Pool 2 Companion Notional Principal Amount: For any Distribution Date,
the Certificate Principal Amount of the Class A-2 Certificates immediately prior
to such Distribution Date.

         Pool 2 Components: The Pool 2 Companion Component and the Pool 2 NAS
Component.

         Pool 2 Mortgage Loans: Any Mortgage Loan in Pool 2.

         Pool 2 NAS Component: An interest only Component represented by the
Class X-A-1 Certificates which has a notional amount equal to the Pool 2 NAS
Notional Principal Amount and, subject to the Current Interest Restriction,
bears interest at a rate equal on any Distribution Date to the lesser of (i)
1.00% or (ii) the Pool 2 Net WAC.

         Pool 2 NAS Notional Principal Amount: For each Distribution Date, the
lesser of (i) the outstanding Class Principal Amount of the Class A-2
Certificates immediately prior to such Distribution Date and (ii) the amount
specified below for such Distribution Date:

<TABLE>
<CAPTION>
                                                                 Notional Amount
Distribution Date                                                  Schedule ($)
-----------------                                                  ------------
<S>                                                              <C>
April 2004...........................................             365,000,000.00
May 2004.............................................             353,968,751.32
June 2004............................................             343,260,558.60
July 2004............................................             332,865,960.99
August 2004..........................................             322,775,774.69
September 2004.......................................             312,981,084.84
October 2004.........................................             303,473,237.68
November 2004........................................             294,243,832.86
December 2004........................................             285,284,716.06
January 2005.........................................             276,587,971.75
February 2005........................................             268,145,916.21
March 2005...........................................             259,951,090.74
April 2005...........................................             251,996,255.08
May 2005.............................................             244,274,381.00
June 2005............................................             236,778,646.10
July 2005............................................             229,502,427.78
August 2005..........................................             222,439,297.36
September 2005.......................................             215,583,014.47
October 2005.........................................             208,927,521.46
November 2005........................................             202,466,938.09
December 2005........................................             196,195,556.33
January 2006.........................................             190,107,835.31
February 2006 and thereafter.........................                       0.00
</TABLE>

         Pool 2 Net WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 2 Mortgage Loans as of the Due
Date in the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal

                                       34
<PAGE>

Balances (after giving effect to the Scheduled payments due on or before such
Due Date and Principal Prepayments received prior to such Due Date) at such
time.

         Pool 2 REMIC Companion Component: An uncertificated "interest-only"
regular interest in the Upper Tier REMIC that, on each Distribution Date, has a
notional principal amount equal to the Class Principal Amount of the Class A-2
Certificates immediately prior to such Distribution Date and bears interest at a
rate equal to the excess of the Pool 2 Adjusted Net WAC over the Certificate
Interest Rate on the Class A-2 Certificates on such Distribution Date. For
purposes of determining the interest rate on the Pool 2 REMIC Companion
Component for the first Distribution Date only, the Class A-2 Certificates shall
be treated as having a Certificate Interest Rate equal to the product of (i) the
initial Certificate Interest Rate of the Class A-2 Certificates (as determined
without regard to this sentence) and (ii) a fraction, the numerator of which is
the number of days in the initial Accrual Period for the Class A-2 Certificates
and the denominator of which is 30. For federal income tax purposes, the Pool 2
REMIC Companion Component is represented by the Class X-A-2 Certificates.

         Pool 2 REMIC NAS Component: An uncertificated "interest-only" regular
interest in the Upper Tier REMIC that is entitled to 100% of the amounts payable
in respect of the REMIC 3 Pool 2 IO Interests. For federal income tax purposes,
the Pool 2 REMIC NAS Component is represented by the Class X-A-1 Certificates.

         Pool 2 Subordinate Amount: For any Distribution Date, the excess of (a)
the Aggregate Stated Principal Balance of the Pool 2 Mortgage Loans as of the
first day of the month preceding the month in which such Distribution Date
occurs over (b) the Class Principal Amount of the Class A-2 Certificates
immediately before such Distribution Date.

         Pool Percentage: With respect to each Mortgage Pool and any
Distribution Date, a fraction, expressed as a percentage, the numerator of which
is the Aggregate Stated Principal Balance of such Mortgage Pool and the
denominator of which is the Aggregate Stated Principal Balance as of such Due
Date.

         Pool Subordinate Amount: Any of the Pool 1 Subordinate Amount or Pool 2
Subordinate Amount.

         Prepayment Interest Shortfall: With respect to any full or partial
Principal Prepayment of a Mortgage Loan, the excess, if any, of (i) one full
month's interest at the applicable Mortgage Rate on the outstanding principal
balance of such Mortgage Loan immediately prior to such Principal Prepayment
over (ii) the amount of interest actually received with respect to such Mortgage
Loan in connection with such Principal Prepayment.

         Prepayment Period: With respect to each Distribution Date, the calendar
month immediately preceding the month in which the Distribution Date occurs.

         Primary Mortgage Insurance Policy: Each policy of primary mortgage
guaranty insurance or any replacement policy therefor with respect to any
Mortgage Loan.

         Principal Distribution Amount: With respect to any Mortgage Pool and
any Distribution Date, the sum of (a) each Scheduled Payment of principal
collected or advanced on the related Mortgage Loans (before taking into account
any Deficient Valuations or Debt Service Reductions) and due during the related
Due Period, (b) that portion of the Purchase Price representing principal of any
Mortgage Loans in such Mortgage Pool purchased in accordance with Section 2.04
hereof and received during the related Prepayment Period, (c) the principal
portion of any related Substitution Amount received during the

                                       35
<PAGE>

related Prepayment Period, (d) the principal portion of all Insurance Proceeds
received during the related Prepayment Period with respect to Mortgage Loans in
such Mortgage Pool that are not yet Liquidated Mortgage Loans, (e) the principal
portion of all Net Liquidation Proceeds and Subsequent Recoveries received
during the related Prepayment Period with respect to Liquidated Mortgage Loans
in such Mortgage Pool, (f) the principal portion of the proceeds of any
Additional Collateral with respect to the Mortgage Loans in such Mortgage Pool,
(g) the principal portion of all partial and full principal prepayments of
Mortgage Loans in such Mortgage Pool applied by the Servicer during the related
Prepayment Period and (h) on the Distribution Date on which the Trust Fund is to
be terminated pursuant to Article X hereof, that portion of the Optional
Termination Price in respect of principal for such Mortgage Pool.

         Principal Prepayment: Any Mortgagor payment of principal or other
recovery of principal on a Mortgage Loan that is recognized as having been
received or recovered in advance of its scheduled Due Date and applied to reduce
the principal balance of the Mortgage Loan in accordance with the terms of the
Mortgage Note or the Servicing Agreement.

         Principal Prepayment In Full: Any Principal Prepayment of the entire
principal balance of the Mortgage Loans.

         Principal Transfer Amount: For any Distribution Date and for any
Undercollateralized Group, the excess, if any, of the aggregate Class Principal
Amount of such Undercollateralized Group immediately prior to such Distribution
Date over the Aggregate Stated Principal Balance of the related Mortgage Pool
immediately prior to such Distribution Date.

         Proceeding: Any suit in equity, action at law or other judicial or
administrative proceeding.

         Proprietary Lease: With respect to any Cooperative Property, a lease or
occupancy agreement between a Cooperative Corporation and a holder of related
Cooperative Shares.

         Pro Rata Senior Percentage: With respect to each Distribution Date and
each Mortgage Pool, the percentage equivalent of a fraction the numerator of
which is the aggregate Class Principal Amount of the Class or Classes of the
Related Certificate Group immediately prior to such Distribution Date and the
denominator of which is the Aggregate Stated Principal Balance of the related
Mortgage Pool for such Distribution Date.

         Prospectus: The prospectus supplement dated March 18, 2004, together
with the accompanying prospectus dated February 25, 2004, relating to the
initial sale of the Class A-1, Class A-2, Class A-R, Class X-A-1, Class X-A-2,
Class B-1, Class B-2 and Class B-3 Certificates.

         Purchase Date: Any Distribution Date on which Certificates may be
repurchased pursuant to Section 7.01(c).

         Purchase Price: With respect to any Mortgage Loan required or permitted
to be purchased by the Depositor pursuant to this Agreement, by the Servicer
pursuant to the Servicing Agreement, or by the Seller pursuant to the Mortgage
Loan Purchase and Sale Agreement, an amount equal to the sum of (i) 100% of the
unpaid principal balance of the Mortgage Loan on the date of such purchase, (ii)
accrued interest thereon at the applicable Net Mortgage Rate from the date
through which interest was last paid by the Mortgagor to 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.

                                       36
<PAGE>

         Rapid Prepayment Conditions: As to any Distribution Date either of the
following conditions: if (1) the Aggregate Subordinate Percentage on such date
is less than 200% of the Aggregate Subordinate Percentage on the Closing Date or
(2) the outstanding Stated Principal Balance of the Mortgage Loans in any
Mortgage Pool delinquent 60 days or months, as a percentage of such Mortgage
Pool's Pool Subordinate Amount, is greater than or equal to 50%.

         Rating Agency: Each of Moody's, S&P and Fitch Ratings.

         Realized Loss: With respect to each Liquidated Mortgage Loan, an amount
(not less than zero or more than the Stated Principal Balance of the Mortgage
Loan) as of the date of such liquidation, equal to (i) the Stated Principal
Balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Rate from the Due Date as to which interest
was last paid or advanced (and not reimbursed) to Certificateholders up to the
Due Date in the month in which Liquidation Proceeds are required to be
distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
from time to time, minus (iii) the Net Liquidation Proceeds and the proceeds of
any Additional Collateral, if any, received during the month in which such
liquidation occurred, to the extent applied as recoveries of interest at the Net
Mortgage Rate and to principal of the Liquidated Mortgage Loan. With respect to
each Mortgage Loan which has become the subject of a Deficient Valuation, if the
principal amount due under the related Mortgage Note has been reduced, the
difference between the principal balance of the Mortgage Loan outstanding
immediately prior to such Deficient Valuation and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation.

         Record Date: As to any Distribution Date (i) with respect to the LIBOR
Certificates, the last Business Day preceding such Distribution Date (or the
Closing Date, in the case of the first Distribution Date) unless such
Certificates shall no longer be Book-Entry Certificates, in which case the
Record Date shall be the last Business Day of the month preceding the month of
such Distribution Date and (ii) in the case of all other Certificates (including
LIBOR Certificates that are subsequently reissued as Definitive Certificates),
the last Business Day of the month preceding the month of each Distribution
Date.

         Refinancing Mortgage Loan: Any Mortgage Loan originated in connection
with the refinancing of an existing mortgage loan.

         Related Certificate Group: The Certificate Group related to a
particular Mortgage Pool as indicated by the same numerical designation (i.e.,
Group 1 Certificates are related to Pool 1 and the Group 2 Certificates are
related to Pool 2.

         Related Class of Upper Tier REMIC Interest: With respect to any Class
of Certificates, the interest in the Upper Tier REMIC appearing opposite such
Class in the Preliminary Statement hereto.

         Relief Act Reductions: With respect to any Distribution Date and any
Mortgage Loan as to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended calendar month as a result of
the application of the Civil Relief Act, the amount, if any, by which (i)
interest collectible on such Mortgage Loan for the most recently ended calendar
month is less than (ii) interest accrued thereon for such month pursuant to the
Mortgage Note.

         REMIC: Each pool of assets in the Trust Fund designated as a REMIC as
described in the Preliminary Statement.

         REMIC Components: Each of the Pool 1 REMIC NAS Component, the Pool 2
REMIC NAS Component, the Pool 1 REMIC Companion Component, the Pool 2 REMIC
Companion Component, Component XB1, Component XB2 and Component XB3.

                                       37
<PAGE>

         REMIC Interests: Any regular or residual interest in any of REMIC 1,
REMIC 2, REMIC 3, REMIC 4 or the Upper Tier REMIC, as described in the
Preliminary Statement.

         REMIC Provisions: The 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 regulations, including proposed regulations and rulings, and administrative
pronouncements promulgated thereunder, as the foregoing may be in effect from
time to time.

         REMIC 1: As described in the Preliminary Statement.

         REMIC 1 Interest: Each class of interest in REMIC 1 as described in the
Preliminary Statement.

         REMIC 1 Regular Interest: Each of the REMIC 1 Interests other than the
Class LT1-R Interest.

         REMIC 1 Subordinated Balance Ratio: The ratio among the uncertificated
principal balances of each of the REMIC 1 Interests ending with the designation
"A" that is equal to the ratio among, with respect to each such REMIC 1
Interest, the excess of (x) the aggregate Scheduled Principal Balance of the
Mortgage Loans in the related Mortgage Pool over (y) the aggregate Class
Principal Amounts of the Certificates in the Certificate Group related to such
Mortgage Pool.

         REMIC 2: As described in the Preliminary Statement.

         REMIC 2 Interest: Each class of interest in REMIC 2 as described in the
Preliminary Statement.

         REMIC 2 Regular Interest: Each of the REMIC 2 Interests other than the
Class LT2-R Interest.

         REMIC 3: As described in the Preliminary Statement.

         REMIC 3 Interest: Each class of interest in REMIC 3 as described in the
Preliminary Statement.

         REMIC 3 IO Interests: Each class of interest in REMIC 3 that has the
letters "IO" in its class designation.

         REMIC 3 Pool 1 IO Interests: Each of the Class LT31IO1 Interest, Class
LT31IO2 Interest, Class LT31IO3 Interest, Class LT31IO4 Interest, Class LT31IO5
Interest, Class LT31IO6 Interest, Class LT31IO7 Interest, Class LT31IO8
Interest, Class LT31IO9 Interest, Class LT31IO10 Interest, Class LT31IO11
Interest, Class LT31IO12 Interest, Class LT31IO13 Interest, Class LT31IO14
Interest, Class LT31IO15 Interest, Class LT31IO16 Interest, Class LT31IO17
Interest, Class LT31IO18 Interest, Class LT31IO19 Interest, Class LT31IO20
Interest, Class LT31IO21 Interest and Class LT31IO22 Interest.

         REMIC 3 Pool 2 IO Interests: Each of the Class LT32IO1 Interest, Class
LT32IO2 Interest, Class LT32IO3 Interest, Class LT32IO4 Interest, Class LT32IO5
Interest, Class LT32IO6 Interest, Class LT32IO7 Interest, Class LT32IO8
Interest, Class LT32IO9 Interest, Class LT32IO10 Interest, Class LT32IO11
Interest, Class LT32IO12 Interest, Class LT32IO13 Interest, Class LT32IO14
Interest, Class LT32IO15 Interest, Class LT32IO16 Interest, Class LT32IO17
Interest, Class LT32IO18 Interest, Class LT32IO19 Interest, Class LT32IO20
Interest, Class LT32IO21 Interest and Class LT32IO22 Interest.

         REMIC 3 Regular Interest: Each of the REMIC 3 Interests other than the
Class LT3-R Interest.

         REMIC 4: As described in the Preliminary Statement.

                                       38
<PAGE>

         REMIC 4 Interest: Each class of interest in REMIC 4 as described in the
Preliminary Statement.

         REMIC 4 Regular Interest: Each of the REMIC 4 Interests other than the
Class LT4-R Interest.

         REO Property: A Mortgaged Property acquired by the Trust Fund through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan or otherwise treated as having been acquired pursuant to the REMIC
Provisions.

         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 attached to the
Trust Agreement, (i) 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 more than 10% less than, the Stated Principal Balance of
the Deleted Mortgage Loan; (ii) have a Maximum Rate not less than (and not more
than two percentage points greater than) the Maximum Rate of the Deleted
Mortgage Loan; (iii) have a gross margin not less than that of the Deleted
Mortgage Loan and, if Mortgage Loans equal to 1% or more of the balance of the
related Mortgage Pool as of the Cut-off Date have become Deleted Mortgage Loans,
not more than two percentage points more than that of the Deleted Mortgage Loan;
(iv) have an Effective Loan-to-Value Ratio no higher than that of the Deleted
Mortgage Loan; (v) have Adjustment Dates that are no more or less frequent than
the Deleted Mortgage Loan; (vi) have a remaining term to maturity no greater
than (and not more than one year less than that of) the Deleted Mortgage Loan;
(vii) not permit conversion of the related Mortgage Rate to a permanent fixed
Mortgage Rate; (viii) not be a Cooperative Loan unless the Deleted Mortgage Loan
was a Cooperative Loan; (ix) have the same or better FICO credit score; (x) have
an initial interest adjustment date no earlier than five months before (and no
later than five months after) the initial adjustment date of the Deleted
Mortgage Loan, (xi) comply with each representation and warranty set forth in
Schedule B of this Agreement; and (xii) shall be accompanied by an Opinion of
Counsel that such Replacement Mortgage Loan would not adversely affect the REMIC
status of the Trust Estate or would not otherwise be prohibited by this
Indenture.

         Request for Release: A request for release, substantially in the form
of Exhibit N attached hereto, properly completed and signed by a Servicing
Officer (or, if delivered on behalf of the Seller or Depositor, an Authorized
Officer thereof).

         Residual Certificate: The Class A-R Certificate.

         Residual Interest: The Residual Certificate, other than the portion
thereof representing the right to payments in respect of the Class LT1-R
Interest, the Class LT2-R Interest, the Class LT3-R Interest and the Class LT4-R
Interest.

         Responsible Officer: With respect to the Trustee, any officer in the
corporate trust department or similar group of the Trustee with direct
responsibility for the administration of this Agreement and also, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

         Restricted Certificate: Any Class X-B, Class B-4, Class B-5 or Class
B-6 Certificate.

         Restricted Global Security: As defined in Section 3.01(c).

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

                                       39
<PAGE>

         SAIF: The Saving's Association Insurance Fund, or any successor
thereto.

         Schedule of Exceptions: As defined in Section 2.02(a) of the Trust
Agreement.

         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
which, unless otherwise specified in the Servicing Agreement, shall give effect
to any related Debt Service Reduction and any Deficient Valuation that affects
the amount of the monthly payment due on such Mortgage Loan.

         Seller: Merrill Lynch Credit Corporation, a Delaware corporation.

         Senior Certificate: Any one of the Class A-1, Class A-2, Class X-A-1,
Class X-A-2, Class X-B or Class A-R Certificates.

         Senior Percentage: Except as provided in this definition, for each
Mortgage Pool with respect to any Distribution Date before April 2014, 100%. The
Senior Percentage for each Mortgage Pool for any Distribution Date occurring (i)
before the Distribution Date in April 2014 but in or after April 2007 on which
the Two Times Test is satisfied, or (ii) in or after April 2014, is the related
Pro Rata Senior Percentage. If the Two Times Test is satisfied with respect to
any Distribution Date prior to the Distribution Date in April 2007, the Senior
Percentage for such Mortgage Pool is the Pro Rata Senior Percentage plus 50% of
an amount equal to 100% minus the related Pro Rata Senior Percentage. With
respect to any Distribution Date after the Senior Termination Date, the Senior
Percentage for such Mortgage Pool will equal zero. If on any Distribution Date
the allocation to the Senior Certificates of the related Certificate Group then
entitled to distributions of principal of full and partial principal prepayments
and other amounts in the percentage required above would reduce the sum of the
Class Principal Amounts of those Certificates to below zero, the Senior
Percentage for such Distribution Date shall be limited to the percentage
necessary to reduce such Class Principal Amounts to zero.

         Senior Prepayment Percentage: With respect to any Distribution Date,
during the ten years beginning on the first Distribution Date, 100%. Except as
provided herein, the related Senior Prepayment Percentage for each Mortgage Pool
and any Distribution Date occurring on or after the tenth anniversary of the
first Distribution Date shall be as follows: (i) from April 2014 through March
2015, the Senior Percentage plus 70% of the Subordinate Percentage for that
Distribution Date; (ii) from April 2015 through March 2016, the Senior
Percentage plus 60% of the Subordinate Percentage for that Distribution Date;
(iii) from April 2016 through March 2017, the Senior Percentage plus 40% of the
Subordinate Percentage for that Distribution Date; (iv) from April 2017 through
March 2018, the related Senior Percentage plus 20% of the Subordinate Percentage
for that Distribution Date; and (v) from and after March 2018, the Senior
Percentage for that Distribution Date; provided, however, that there shall be no
reduction in the Senior Prepayment Percentage for a Mortgage Pool unless both
Step Down Conditions are satisfied; and provided, further, that if on any such
Distribution Date the Pro Rata Senior Percentage exceeds the initial Pro Rata
Senior Percentage, the Senior Prepayment Percentage for a Mortgage Pool for that
Distribution Date shall again equal 100%.

         Notwithstanding the above, if on any Distribution Date the Two Times
Test is satisfied, the Senior Prepayment Percentage for a Mortgage Pool shall
equal the related Senior Percentage for such Distribution Date. In addition, if
on any Distribution Date the allocation to the Senior Certificates of the
related Certificate Group then entitled to distributions of principal of full
and partial principal prepayments and other amounts in the percentage required
above would reduce the sum of the Class Principal Amounts of those Certificates
to below zero, the Senior Prepayment Percentage for a Mortgage Pool for such
Distribution Date shall be limited to the percentage necessary to reduce the
related Class Principal Amounts to zero.

                                       40
<PAGE>

         Senior Principal Distribution Amount: With respect to any Mortgage Pool
and Distribution Date, the sum of:

                  (1)      the related Senior Percentage of all amounts
         described in clauses (a) through (d) of the definition of "Principal
         Distribution Amount" for that Distribution Date;

                  (2)      with respect to each Mortgage Loan in the related
         Mortgage Pool which became a Liquidated Mortgage Loan during the
         related Prepayment Period, the lesser of

                           (x)      the related Senior Percentage of the Stated
                  Principal Balance of that Mortgage Loan and

                           (y)      the related Senior Prepayment Percentage of
                  the amount of the Net Liquidation Proceeds allocable to
                  principal received with respect to that Mortgage Loan; and

                  (3)      the related Senior Prepayment Percentage of the
         amounts described in clause (g) of the definition of "Principal
         Distribution Amount".

         Senior Termination Date: For each Certificate Group, the Distribution
Date when the aggregate of the Class Certificate Principal Balances of that
Group has been reduced to zero.

         Servicer: Cendant and its successors and assigns.

         Servicer Advance: A "Servicing Advance" as defined in the Servicing
Agreement.

         Servicing Agreement: The Portfolio Servicing Agreement, dated as of
January 28, 2000, between the Seller and Cendant, as amended by Amendment No. 1,
dated as of January 1, 2004 and by the Reconstituted Servicing Agreement, dated
as of March 1, 2004, copies of which are attached hereto as Exhibit D.

         Servicing Fee: As to any Distribution Date and each Mortgage Loan, an
amount equal to the product of (a) one-twelfth of the Servicing Fee Rate and (b)
the outstanding principal balance of such Mortgage Loan as of the first day of
the related Due Period.

         Servicing Fee Rate: With respect to each Mortgage Loan and any
Distribution Date, 0.25% per annum.

         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 Trustee by the Servicer on the Closing Date and attached hereto as Exhibit
M, as such list may from time to time be amended.

         Servicing Transfer Costs: As defined in Section 6.14(b).

         Six-Month LIBOR Loan: Each Mortgage Loan bearing a Mortgage Rate that
adjusts in accordance with LIBOR for six-month U.S. dollar deposits.

         Startup Day: The day designated as such pursuant to Section 10.01(b)
hereof.

         Stated Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date as specified
in the amortization schedule at the time relating

                                       41
<PAGE>

thereto (before any adjustment to such amortization schedule by reason of any
moratorium or similar waiver or grace period) after giving effect to any
previous partial Principal Prepayments and Liquidation Proceeds allocable to
principal (other than with respect to any Liquidated Mortgage Loan) and to the
payment of principal due on such Due Date and irrespective of any delinquency in
payment by the related Mortgagor.

         Step Down Conditions: As of the first Distribution Date as to which any
decrease in any Senior Prepayment Percentage applies, (i) the outstanding Stated
Principal Balance of all Mortgage Loans 60 days or more Delinquent (including
Mortgage Loans in bankruptcy, REO and foreclosure) (averaged over the preceding
six month period), as a percentage of the aggregate of the Class Principal
Amounts of the Classes of Subordinate Certificates on such Distribution Date,
does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to
the Mortgage Loans do not exceed (a) with respect to each Distribution Date from
April 2014 through March 2015, 30% of the Original Subordinate Principal Amount,
(b) with respect to each Distribution Date from April 2015 through March 2016,
35% of the Original Subordinate Principal Amount, (c) with respect to each
Distribution Date from April 2016 through March 2017, 40% of the Original
Subordinate Principal Amount, (d) with respect to each Distribution Date from
April 2017 through March 2018, 45% of the Original Subordinate Principal Amount
and (e) with respect to each Distribution Date from and after March 2018, 50% of
the Original Subordinate Principal Amount.

         Subordinate Certificate: Any of the Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 or Class B-6 Certificates.

         Subordinate Certificate Writedown Amount: The amount described in
Section 5.03(b)(iii).

         Subordinate Class Percentage: As to any Distribution Date and any Class
of Subordinate Certificates, a fraction, expressed as a percentage, the
numerator of which is the Class Principal Amount of such Class on such date, and
the denominator of which is the aggregate Class Principal Amount of all Classes
of Subordinate Certificates on such date.

         Subordinate Net WAC: For any Distribution Date, the weighted average of
the Pool 1 Net WAC and the Pool 2 Net WAC, in each case weighted on the basis of
the Pool Subordinate Amounts for Pool 1 and Pool 2, respectively, for such
Distribution Date.

         Subordinate Percentage: With respect to each Mortgage Pool and any
Distribution Date, the difference between 100% and the related Senior Percentage
for such Mortgage Pool for such Distribution Date.

         Subordinate Prepayment Percentage: With respect to any Distribution
Date and for any Mortgage Pool, the difference between 100% and the related
Senior Prepayment Percentage for such Mortgage Pool for that Distribution Date.

         Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Mortgage Pool, an amount equal to the sum of:

                           (1)      the related Subordinate Percentage of all
                  amounts described in clauses (a) through (d) of the definition
                  of "Principal Distribution Amount" for that Distribution Date;

                           (2)      with respect to each Mortgage Loan in the
                  related Mortgage Pool that became a Liquidated Mortgage Loan
                  during the related Prepayment Period the amount of

                                       42
<PAGE>

                  the Net Liquidation Proceeds allocated to principal received
                  with respect thereto remaining after application thereof
                  pursuant to clause (2) of the definition of "Senior Principal
                  Distribution Amount" for that Distribution Date, up to the
                  Subordinate Percentage of the Stated Principal Balance of such
                  Mortgage Loan; and

                           (3)      the related Subordinate Prepayment
                  Percentage of all amounts described in clause (g) of the
                  definition of "Principal Distribution Amount" for that
                  Mortgage Pool and that Distribution Date;

                           minus the sum of:

                           any Principal Transfer Amount paid from the Available
                  Distribution Amount of the Related Certificate Group to an
                  Undercollateralized Group; and

                           the amount of principal distributions made to the
                  Senior Certificates pursuant to Section 5.02(h);

         Subsequent Recovery: The amount, if any, recovered by the Servicer with
respect to a Liquidated Mortgage Loan with respect to which a Realized Loss has
been incurred after liquidation and disposition of such Mortgage Loan.

         Substitution Amount: As defined in the second paragraph of Section
2.04(b).

         Tax Matters Person: The "tax matters person" as specified in the REMIC
Provisions which shall initially be the Holder of the Class A-R Certificate.

         Telerate Page 3750: The display currently so designated as "Page 3750"
on the Bridge Telerate Service (or such other page selected by the Trustee as
may replace Page 3750 on that service for the purpose of displaying daily
comparable rates on prices).

         Trust Fund: The corpus of the trust created pursuant to this Agreement,
consisting of (i) the Mortgage Loans, including the right to all payments of
principal and interest received on or with respect to the Mortgage Loans on and
after the Cut-off Date (other than Scheduled Payments due on or before such
date), and all such payments due after such date but received prior to such date
and intended by the related Mortgagors to be applied after such date; (ii) all
of the Depositor's right, title and interest in and to all amounts from time to
time credited to and the proceeds of the Distribution Account, any Custodial
Accounts or any Escrow Accounts established with respect to the Mortgage Loans;
(iii) all of the Depositor's rights under the Servicing Agreement and the
Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor's right,
title or interest in REO Property and the proceeds thereof; (v) all of the
Depositor's rights under any Insurance Policies relating to the Mortgage Loans;
(vi) all proceeds of the conversion, voluntary or involuntary, of any of the
foregoing into cash or other liquid assets, including without limitation, all
Insurance Proceeds, Liquidation Proceeds and condemnation awards; and(vii) the
Depositor's security interest in any collateral pledged to secure the Mortgage
Loans, including the Mortgaged Properties and any Additional Collateral relating
to the Additional Collateral Mortgage Loans, including, but not limited to, any
pledge, control and guaranty agreements and the Limited Purpose Surety Bond and
any proceeds of the foregoing.

         Trustee: Wells Fargo Bank, N.A. and any Person succeeding the Trustee
hereunder, or if any successor trustee or any co-trustee shall be appointed as
herein provided, then such successor trustee and such co-trustee, as the case
may be.

                                       43
<PAGE>

         Trustee Mortgage Files: With respect to each Mortgage Loan, the
Mortgage Documents to be retained in the custody and possession of the Trustee.

         Two Times Test: As to any Distribution Date, (i) the Aggregate
Subordinate Percentage is at least two times the Aggregate Subordinate
Percentage as of the Closing Date; (ii) the aggregate of the Stated Principal
Balances of all Mortgage Loans Delinquent 60 days or more (including Mortgage
Loans in bankruptcy, REO and foreclosure) (averaged over the preceding six-month
period), as a percentage of the aggregate of the Class Principal Amount of the
Subordinate Certificates on such Distribution Date, does not equal or exceed
50%; and (iii) cumulative Realized Losses with respect to the Mortgage Loans do
not exceed 20% of the Original Subordinate Principal Amount.

         UCC: The Uniform Commercial Code as enacted in the relevant
jurisdiction.

         Undercollateralized Group: With respect to any Distribution Date, and
any Certificate Group, the aggregate Class Principal Amount of such Certificate
Group is greater than the aggregate Stated Principal Balance of the Mortgage
Loans in the related Mortgage Pool immediately prior to such Distribution Date.

         Underwriters: Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Banc of America Securities LLC.

         Underwriter's Exemption: Prohibited Transaction Exemption ("PTE") 90-29
(Exemption Application No. D-8019, 55 Fed. Reg. 21459 (1990)) as amended, or any
substantially similar administrative exemption granted by the U.S. Department of
Labor to an Underwriter.

         Underwriting Agreement: The underwriting agreement, dated February 28,
2003 and the terms agreement, dated March 15, 2004, each between the Depositor
and the Underwriters, referred to collectively.

         Uniform Commercial Code: The Uniform Commercial Code as in effect in
any applicable jurisdiction from time to time.

         Unpaid Basis Risk Shortfall: With respect to any Distribution Date and
any Class of LIBOR Certificates, the aggregate of all Basis Risk Shortfalls with
respect to such Certificate remaining unpaid from previous Distribution Dates,
plus interest accrued thereon at the applicable Certificate Interest Rate
determined without regard to clause (ii) of the definition therefor to the
extent not paid on prior Distribution Dates.

         Upper Tier REMIC: As described in the Preliminary Statement.

         Upper Tier REMIC Class A-1 Interest: An uncertificated interest in the
Upper Tier REMIC having the same characteristics as the Class A-1 Certificates,
but without the right to receive payments in respect of Basis Risk Shortfalls
and Unpaid Basis Risk Shortfalls and with an interest rate cap equal to the Pool
1 Adjusted Net WAC.

         Upper Tier REMIC Class A-2 Interest: An uncertificated interest in the
Upper Tier REMIC having the same characteristics as the Class A-2 Certificates,
but without the right to receive payments in respect of Basis Risk Shortfalls
and Unpaid Basis Risk Shortfalls and with an interest rate cap equal to the Pool
2 Adjusted Net WAC.

                                       44
<PAGE>

         Upper Tier REMIC Class B-1 Interest: An uncertificated interest in the
Upper Tier REMIC having the same characteristics as the Class B-1 Certificates,
but without the right to receive payments in respect of Basis Risk Shortfalls
and Unpaid Basis Risk Shortfalls.

         Upper Tier REMIC Class B-2 Interest: An uncertificated interest in the
Upper Tier REMIC having the same characteristics as the Class B-2 Certificates,
but without the right to receive payments in respect of Basis Risk Shortfalls
and Unpaid Basis Risk Shortfalls.

         Upper Tier REMIC Class B-3 Interest: An uncertificated interest in the
Upper Tier REMIC having the same characteristics as the Class B-3 Certificates,
but without the right to receive payments in respect of Basis Risk Shortfalls
and Unpaid Basis Risk Shortfalls.

         Upper Tier REMIC Regular Interest: Each of the REMIC Components, the
Upper Tier REMIC Class A-1 Interest, the Upper Tier REMIC Class A-2 Interest,
the Upper-Tier REMIC Class B-1 Interest, the Upper-Tier REMIC Class B-2
Interest, the Upper-Tier REMIC Class B-3 Interest, the Class B-4 Certificates,
the Class B-5 Certificates and the Class B-6 Certificates.

         Voting Interests: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement. At all times during the term of this Agreement,
97.00% of all Voting Interests shall be allocated to the Class A-1, Class A-2,
Class A-R, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates. Voting Interests shall be allocated among such Certificates (other
than the Class A-R Certificates) based on the product of (i) 97.00% and (ii) the
fraction, expressed as a percentage, the numerator of which is the aggregate
Class Principal Amounts for each Class then outstanding and the denominator of
which is the Aggregate Stated Principal Balance outstanding, and the remainder
of such percentage of Voting Interests shall be allocated to the Class A-R
Certificates. At all times during the term of this Agreement, 3.00% of all
Voting Interests shall be allocated among the Class X-A-1, Class X-A-2, and
Class X-B Certificates, while they remain outstanding, in proportion to their
relative Class Notional Amounts. Voting Interests shall be allocated among the
Certificates within each such Class in proportion to their Certificate Principal
Amounts or Percentage Interests.

         Section 1.02 Calculations Respecting Mortgage Loans.

         Calculations required to be made pursuant to this Agreement with
respect to any Mortgage Loan in the Trust Fund shall be made based upon current
information as to the terms of the Mortgage Loans and reports of payments
received from the Mortgagor on such Mortgage Loans and payments to be made to
the Trustee as provided by the Servicer. The Trustee shall not be required to
recompute, verify or recalculate the information supplied to it by the Servicer.

                                       45
<PAGE>

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCE OF CERTIFICATES

         Section 2.01 Creation and Declaration of Trust Fund; Conveyance of
Mortgage Loans.

         (a) Concurrently with the execution and delivery of this Agreement, the
Depositor does hereby establish the Trust Fund and transfer, assign, set over,
deposit with and otherwise convey to the Trustee, without recourse, subject to
Sections 2.02 and 2.04, in trust, all the right, title and interest of the
Depositor in and to the Trust Fund. Such conveyance includes, without
limitation, (i) the Mortgage Loans, including the right to all payments of
principal and interest received on or with respect to the Mortgage Loans on and
after the Cut-off Date (other than Scheduled Payments due on or before such
date), and all such payments due after such date but received prior to such date
and intended by the related Mortgagors to be applied after such date; (ii) all
of the Depositor's right, title and interest in and to all amounts from time to
time credited to and the proceeds of the Distribution Account, any Custodial
Accounts or any Escrow Account established with respect to the Mortgage Loans;
(iii) all of the Depositor's rights under the Servicing Agreement and the
Mortgage Loan Purchase and Sale Agreement; (iv) all of the Depositor's right,
title or interest in REO Property and the proceeds thereof; (v) all of the
Depositor's rights under any Insurance Policies relating to the Mortgage Loans;
(vi) all proceeds of the conversion, voluntary or involuntary, of any of the
foregoing into cash or other liquid assets, including, without limitation, all
Insurance Proceeds, Liquidation Proceeds and condemnation awards; and (vii) the
Depositor's security interest in any collateral pledged to secure the Mortgage
Loans, including the Mortgaged Properties and any Additional Collateral relating
to the Additional Collateral Mortgage Loans, including, but not limited to, any
pledge, control and guaranty agreements and the Limited Purpose Surety Bond and
any proceeds of the foregoing, to have and to hold, in trust; and the Trustee
declares that, subject to the review provided for in Section 2.02, it has
received and shall hold the Trust Fund, as trustee, in trust, for the benefit
and use of the Holders of the Certificates and for the purposes and subject to
the terms and conditions set forth in this Agreement, and, concurrently with
such receipt, has caused to be executed, authenticated and delivered to or upon
the order of the Depositor, in exchange for the Trust Fund, Certificates in the
authorized denominations evidencing the entire ownership of the Trust Fund.
Notwithstanding anything to the contrary in this Agreement, the Trust Fund shall
not obtain title to or beneficial ownership of any Additional Collateral as a
result of or in lieu of the disposition thereof or otherwise.

         The foregoing sale, transfer, assignment, set-over, deposit and
conveyance does not and is not intended to result in the creation or assumption
by the Trustee of any obligation of the Depositor, the Seller or any other
Person in connection with the Mortgage Loans or any other agreement or
instrument relating thereto except as specifically set forth therein.

         It is agreed and understood by the parties hereto that it is not
intended that any Mortgage Loan be included in the Trust Fund that is a
"High-Cost Home Loan" as defined in the New Jersey Home Ownership Act, effective
November 27, 2003, and the New Mexico Home Loan Protection Act, effective
January 1, 2004.

         In connection with such transfer and assignment of the Mortgage Loans,
the Depositor shall deliver to, and deposit with, or cause to be delivered to
and deposited with, the Trustee, the documents or instruments described in
Section 2 of the Custodial Agreement with respect to each Mortgage Loan;
provided that in Section 2a thereof, a lost note affidavit (including a copy of
the original Mortgage Note) may be delivered in lieu of the original Mortgage
Note (each a "Trustee Mortgage File") (the Custodial Agreement to be deemed
modified by the foregoing) so transferred and assigned.

                                       46
<PAGE>

         (b) The Depositor shall cause the Mortgage Notes with respect to each
Mortgage Loan to be completed either (A) in blank, without recourse, or (B)
endorsed to "Wells Fargo Bank, N.A., as Trustee of the Merrill Lynch Mortgage
Investors Trust Series MLCC 2004-A, Mortgage Pass-Through Certificates, without
recourse" and the Depositor shall cause Assignments of Mortgage with respect to
each Mortgage Loan other than a Cooperative Mortgage Loan to be completed either
(A) in blank or (B) to "Wells Fargo Bank, N.A., as Trustee of the Merrill Lynch
Mortgage Investors Trust Series MLCC 2004-A, Mortgage Pass-Through
Certificates," within 30 days of the Closing Date for purpose of their
recording; provided, however, that such Assignments of Mortgage need not be
recorded unless required in writing by the Rating Agencies; provided, further,
that with respect to each MERS Mortgage Loan where MERS is not the Mortgagee of
record, the original Assignment of Mortgage showing MERS as the assignee of the
Mortgage, with the evidence of recording thereon or copies thereof certified by
an officer of the Depositor to have been submitted for recordation, shall be
delivered to the Trustee.

         If any Mortgage has been recorded in the name of MERS or its designee,
no Assignment of Mortgage in favor of the Trustee will be required to be
prepared or delivered and instead, the Servicer shall take all actions as are
necessary to cause the Trustee to be shown as the owner of the related Mortgage
Loan on the records of MERS for the purpose of the system of recording transfer
of beneficial ownership of mortgages maintained by MERS.

         (c) In instances where a title insurance policy is required to be
delivered to the Trustee and is not so delivered, the Depositor will provide a
copy of such title insurance policy to the Trustee, as promptly as practicable
after the execution and delivery hereof, but in any case within 270 days of the
Closing Date.

         (d) For Mortgage Loans (if any) that have been prepaid in full after
the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of
delivering the above Trustee Mortgage File, shall deliver to the Trustee an
Officer's Certificate which shall include a statement to the effect that all
amounts received in connection with such prepayment that are required to be
deposited in the Distribution Account pursuant to Section 4.01 have been so
deposited. All original documents that are not delivered to the Trustee shall be
held by the Servicer in trust for the benefit of the Trustee and the
Certificateholders.

         Section 2.02 Acceptance of Trust Fund by Trustee; Review of
Documentation for Trust Fund.

         (a) The Trustee, by execution and delivery hereof, acknowledges receipt
by it of the Trustee Mortgage Files pertaining to the Mortgage Loans listed on
the Mortgage Loan Schedule, subject to review thereof as provided herein. Upon
receipt by the Trustee of each Trustee Mortgage File, the Trustee shall review
each Trustee Mortgage File in accordance with the review procedures set forth in
Section 2 of Amendment No. 1 to the Custodial Agreement.

         In making such verifications, the Trustee may rely conclusively on the
Mortgage Loan Schedule and the documents constituting the Trustee Mortgage File,
and the Trustee shall have no obligation to independently verify the validity,
enforceability, recordability, sufficiency, due authorization or genuineness of
any document in any Trustee Mortgage File or any Mortgage Loan hereunder, nor
the collectibility, insurability, effectiveness or suitability of any Mortgage
Loan hereunder. The Trustee shall prepare an initial certification to be
delivered to the Depositor, the Seller and the Servicer on the Closing Date in
the form annexed hereto as Exhibit K (the "Initial Certification") with respect
to the Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage
Loan specifically identified on the Schedule of Exceptions attached to the
Initial Certification (the "Schedule of Exceptions") as not covered by such
Initial Certification) listed on the Mortgage Loan Schedule. If the Trustee
determines from such verification that any discrepancy or deficiency exists with
respect to a Trustee Mortgage File, the Trustee shall note such omission,
discrepancy or deficiency on the Schedule of Exceptions attached to the Initial

                                       47
<PAGE>

Certification, and shall deliver a copy (which shall be electronic, if
requested) of the Schedule of Exceptions to the Depositor on the Closing Date.
During the life of the Mortgage Loans (while subject to this Agreement), in the
event the Trustee discovers any defect with respect to any Trustee Mortgage
File, the Trustee shall give written specification of such defect to the
Depositor. Except as specifically provided above, the Trustee shall be under no
duty to review, inspect or examine such documents to determine that any of them
are enforceable or appropriate for their prescribed purpose.

         (b) If in the course of the review described in paragraph (a) of this
Section 2.02 the Trustee discovers any document or documents constituting a part
of a Trustee Mortgage File that is missing, does not appear regular on its face
(i.e., is mutilated, damaged, defaced, torn or otherwise physically altered) or
appears to be unrelated to the Mortgage Loans identified in the Mortgage Loan
Schedule (each, a "Material Defect"), the Trustee, upon discovering such
Material Defect shall promptly identify the Mortgage Loan to which such Material
Defect relates to the Depositor, the Seller and the Servicer. Within 90 days of
its receipt of such notice (but in no case prior to the 270th day following the
Closing Date), the Depositor shall be required to cure such Material Defect
(and, in such event, the Depositor shall provide the Trustee with an Officer's
Certificate confirming that such cure has been effected). If the Servicer
notifies the Depositor and the Trustee in writing that (i) a loss has occurred
and (ii) such loss relates to a Mortgage Loan for which the Trustee previously
identified a Material Defect or for which the Servicer has identified a Material
Defect and the Depositor has not cured such Material Defect, then the Depositor
shall repurchase such Mortgage Loan at the Purchase Price therefore in the event
that such loss would, if such Mortgage Loan is not repurchased by the Depositor,
constitute a Realized Loss and such loss is attributable to the failure of the
Depositor to have cured such Material Defect. A loss shall be deemed to be
attributable to the failure of the Depositor to cure a Material Defect if, as
determined by the Depositor, upon mutual agreement with the Trustee each acting
in good faith, absent such Material Defect, such loss would not have been
incurred. Within the two-year period following the Closing Date, the Depositor
may, in lieu of repurchasing a Mortgage Loan pursuant to this Section 2.02(b),
substitute for such Mortgage Loan a Replacement Mortgage Loan subject to the
provisions of Section 2.04.

         (c) Within 270 days following the Closing Date, the Trustee shall
deliver to the Depositor, the Seller and the Servicer, a final certification
substantially in the form attached as Exhibit L (the "Final Certification")
evidencing the completeness of the Trustee Mortgage Files in its possession or
control, with any exceptions noted on the Scheduled of Exceptions attached to
the Final Certification.

         (d) Nothing in this Agreement shall be construed to constitute an
assumption by the Trust Fund, the Trustee or the Certificateholders of any
unsatisfied duty, claim or other liability on any Mortgage Loan or to any
Mortgagor.

         (e) Upon execution of this Agreement, the Depositor hereby delivers to
the Trustee and the Trustee acknowledges receipt of the Servicing Agreement and
the Mortgage Loan Purchase and Sale Agreement.

         Section 2.03 Representations and Warranties of the Depositor.

         The Depositor hereby represents and warrants to the Trustee, for the
benefit of the Certificateholders as of the Closing Date or such other date as
is specified, that:

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

                                       48
<PAGE>

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

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

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

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

                  (vi)     immediately prior to the transfer and assignment of
         the Mortgage Loans to the Trustee, the Depositor was the sole owner of
         record and holder of each Mortgage Loan, and the Depositor had good and
         marketable title thereto, and had full right to transfer and sell each
         Mortgage Loan to the Trustee free and clear, subject only to (1) liens
         of current real property taxes and assessments not yet due and payable
         and, if the related Mortgaged Property is a condominium unit, any lien
         for common charges permitted by statute, (2) covenants, conditions and
         restrictions, rights of way, easements and other matters of public
         record as of the date of recording of such Mortgage acceptable to
         mortgage lending institutions in the area in which the related
         Mortgaged Property is located and specifically referred to in the
         lender's title insurance policy or attorney's opinion of title and
         abstract of title delivered to the Seller of such Mortgage Loan, and
         (3) such other matters to which like properties are commonly subject
         which do not, individually or in the aggregate, materially interfere
         with the benefits of the security intended to be provided by the
         Mortgage, of any encumbrance, equity, participation interest, lien,
         pledge, charge, claim or security interest, and had full right and
         authority, subject to no interest or participation of, or agreement
         with, any other party, to sell and assign each Mortgage Loan pursuant
         to this Agreement;

                  (vii)    This Agreement creates a valid and continuing
         security interest (as defined in the applicable Uniform Commercial Code
         (the "UCC"), in the Mortgage Loans in favor of the

                                       49
<PAGE>

         Trustee, which security interest is prior to all other liens, and is
         enforceable as such against creditors of and purchasers from the
         Depositor;

                  (viii)   The Mortgage Loans constitute "instruments" within
         the meaning of the applicable UCC;

                  (ix)     Other than the security interest granted to the
         Trustee pursuant to this Agreement, the Depositor has not pledged,
         assigned, sold, granted a security interest in, or otherwise conveyed
         any of the Mortgage Loans. The Depositor has not authorized the filing
         of and is not aware of any financing statement against the Depositor
         that includes a description of the collateral covering the Mortgage
         Loans other than a financing statement relating to the security
         interest granted to the Trustee hereunder or that has been terminated.
         The Depositor is not aware of any judgment or tax lien filings against
         the Depositor;

                  (x)      None of the Mortgage Loans have any marks or
         notations indicating that such Mortgage Loans have been pledged,
         assigned or otherwise conveyed to any Person other than the Trustee;
         and

                  (xi)     The Depositor has received all consents and approvals
         required by the terms of the Mortgage Loans to convey the Mortgage
         Loans hereunder to the Trustee;

                  (xii)    Each Mortgage Loan is a "qualified mortgage" within
         the meaning of Section 860G(a)(3) of the Code (without regard to
         Treasury Regulations Section 1.860G-2(f) or any similar rule that
         provides that a defective obligation is a qualified mortgage for a
         temporary period);

                  (xiii)   No Mortgage Loan provides for interest other than at
         either (x) a single fixed rate in effect throughout the term of the
         Mortgage Loan or (y) a single "variable rate" (within the meaning of
         Treasury Regulations Section 1.860G-1(a)(3)) in effect throughout the
         term of the Mortgage Loan;

                  (xiv)    No Mortgage is the subject of pending or final
         foreclosure proceedings; and

                  (xv)     As of the Closing Date, the Depositor would not
         initiate foreclosure proceedings with respect to any Mortgage Loan
         based on such Mortgage Loan's delinquency status prior to the next
         scheduled payment date for such Mortgage Loan.

         The foregoing representations made in this Section 2.03 shall survive
the termination of this Agreement and shall not be waived by any party hereto.

         Section 2.04 Discovery of Breach; Repurchase or Substitution of
Mortgage Loans.

         (a) Pursuant to Section 3(b) of the Mortgage Loan Purchase and Sale
Agreement, the Seller has made certain representations and warranties as to the
characteristics of the Mortgage Loans (such representations and warranties are
set out in full in Schedule B of this Agreement) as of the Closing Date and the
conveyance thereof from the Seller to the Depositor, for the benefit of the
Trustee and the Certificateholders, and the Seller has agreed to comply with the
provisions of this Section 2.04 in respect of a breach of any of such
representations and warranties.

         It is understood and agreed that (i) the representations and warranties
of the Depositor set forth in Section 2.03 and (ii) the representations and
warranties of the Seller set forth in Sections 3(a) and 3(b) of

                                       50
<PAGE>

the Mortgage Loan Purchase and Sale Agreement shall survive delivery of the
Trustee Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to
the Trustee and shall continue throughout the term of this Agreement. Upon
discovery (i) by the Depositor, the Seller or the Trustee of a breach of any
representation or warranty made by the Depositor under Section 2.03 which
materially adversely affects the value of a Mortgage Loan or the interest
therein of the Certificateholder (a "Defective Mortgage Loan") or (ii) by the
Depositor or the Seller of the breach by the Seller of any representation or
warranty under the Mortgage Loan Purchase and Sale Agreement in respect of any
Mortgage Loan which breach results in the Mortgage Loan being a "Defective
Mortgage Loan" (each of such parties hereby agreeing to give written notice of
such breach to the Trustee and the other of such parties), the Trustee, or its
designee, shall promptly notify the Depositor in writing of such breach and
request that the Depositor cure or cause the cure of such breach within 90 days
from the date that the Depositor discovered or was notified of such breach, and
if the Depositor does not cure such breach in all material respects during such
period, the Trustee shall (i) in the case of an uncured breach under Section
2.03, cause the Depositor to repurchase such Defective Mortgage Loan at the
Purchase Price or (ii) in the case of an uncured breach by the Seller under the
Mortgage Loan Purchase and Sale Agreement, cause the Depositor to enforce the
Seller's obligation under the Mortgage Loan Purchase and Sale Agreement to
repurchase that Defective Mortgage Loan from the Trust Fund at the Purchase
Price in each case on or prior to the Determination Date following the
expiration of such 90-day period (subject to Section 2.04(b) below); provided,
however, that, in connection with any such breach under clause (ii) above that
could not reasonably have been cured within such 90-day period, if the Seller
shall have commenced to cure such breach within such 90-day period and, if the
defective Mortgage Loan qualifies as a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code following such 90-day period, the Seller shall
be permitted to proceed thereafter diligently and expeditiously to cure the same
within an additional 90-day period. The Purchase Price for the repurchased
Defective Mortgage Loan shall be deposited in the related Distribution Account,
and the Trustee, or its designee, upon receipt of such deposit and two copies of
a Request for Release with respect to such Defective Mortgage Loan, shall
release to the Seller or the Depositor, as applicable, the related Trustee
Mortgage File and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, representation or warranties, as
either party shall furnish to it and as shall be necessary to vest in such party
any Defective Mortgage Loan released pursuant hereto and the Trustee, or its
designee, shall have no further responsibility with regard to such Trustee
Mortgage File (it being understood that the Trustee shall have no responsibility
for determining the sufficiency of such assignment for its intended purpose). In
lieu of repurchasing any such Defective Mortgage Loan as provided above, the
Seller may cause such Defective Mortgage Loan to be removed from the Trust Fund
(in which case it shall become a Deleted Mortgage Loan) and substitute one or
more Replacement Mortgage Loans in the manner and subject to the limitations set
forth in Section 2.04(b) below. It is understood and agreed that the obligation
of the Seller (or the Depositor, as applicable), to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a breach has occurred and is
continuing shall constitute the sole remedy against the Seller (or the
Depositor, as applicable), respecting such breach available to the Trustee on
behalf of the Certificateholders. With respect to the representations and
warranties described in Schedule B which are made to the best of the Seller's
knowledge, if it is discovered by any of the Depositor, the Seller or the
Trustee that the substance of such representation and warranty is inaccurate and
such inaccuracy materially and adversely affects the value of the related
Mortgage Loan, then notwithstanding the Seller's lack of knowledge with respect
to the substance of such representation and warranty, such inaccuracy shall be
deemed a breach of the applicable representation or warranty.

         (b) Any substitution of Replacement Mortgage Loans for Deleted Mortgage
Loans made pursuant to Section 2.04(a) above must be effected prior to the last
Business Day that is within two years after the Closing Date. As to any Deleted
Mortgage Loan for which the Seller substitutes a Replacement Mortgage Loan or
Loans, such substitution shall be effected by delivering to the Trustee for such
Replacement Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the
Assignment to the Trustee,

                                       51
<PAGE>

and such other documents and agreements, with all necessary endorsements
thereon, together with an Officers' Certificate stating that each such
Replacement Mortgage Loan satisfies the definition thereof and specifying the
Substitution Amount (as described below), if any, in connection with such
substitution. The Trustee shall acknowledge receipt for such Replacement
Mortgage Loan and, within 45 days thereafter, shall review such Mortgage
Documents as specified in this Agreement under Section 2.02(a) and deliver to
the Depositor, with respect to such Replacement Mortgage Loans, a certification
substantially in the form of a revised Initial Certification, with any
exceptions noted thereon. Within one year of the date of substitution, the
Trustee shall deliver to the Depositor a certification substantially in the form
of a revised Final Certification, with respect to such Replacement Mortgage
Loans, with any exceptions noted thereon. Monthly Payments due with respect to
Replacement Mortgage Loans in the month of substitution shall not be included as
part of the Trust Fund and shall be retained by the Seller. For the month of
substitution, distributions to Certificateholders shall reflect the collections
and recoveries in respect of such Deleted Mortgage in the Due Period preceding
the month of substitution and the Seller shall thereafter be entitled to retain
all amounts subsequently received in respect of such Deleted Mortgage Loan. Upon
such substitution, such Replacement Mortgage Loan shall constitute part of the
Trust Fund and shall be subject in all respects to the terms of this Agreement
and the Mortgage Loan Purchase and Sale Agreement, including all representations
and warranties thereof included in the Mortgage Loan Purchase and Sale
Agreement, in each case as of the date of substitution.

         For any month in which the Seller substitutes one or more Replacement
Mortgage Loans for one or more Deleted Mortgage Loans, the Trustee, based upon
information provided by the Servicer, shall determine the excess (each, a
"Substitution Amount"), if any, by which the aggregate Purchase Price of all
such Deleted Mortgage Loans exceeds the aggregate Stated Principal Balance of
the Replacement Mortgage Loans replacing such Deleted Mortgage Loans, together
with one month's interest on such excess amount at the applicable Net Mortgage
Rate. On the date of such substitution, the Seller shall deliver or cause to be
delivered to the Servicer for deposit in the Custodial Account an amount equal
to the related Substitution Amount, if any, and the Trustee, upon receipt of the
related Replacement Mortgage Loan or Loans and two copies of a Request for
Release with respect to the Deleted Mortgage Loan or Loans, shall release to the
Seller the related Trustee Mortgage File or Files and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
the Seller shall deliver to it and as shall be necessary to vest therein any
Deleted Mortgage Loan released pursuant hereto.

         In addition, the Seller shall obtain at its own expense and deliver to
the Trustee an Opinion of Counsel to the effect that such substitution (either
specifically or as a class of transactions) shall not cause (a) any federal tax
to be imposed on the Trust Fund, including without limitation, any federal tax
imposed on "prohibited transactions" under Section 860F(a)(l) of the Code or on
"contributions after the startup date" under Section 860G(d)(l) of the Code, or
(b) any REMIC created hereunder to fail to qualify as a REMIC at any time that
any Certificate is outstanding. If such Opinion of Counsel can not be delivered,
then such substitution may only be effected at such time as the required Opinion
of Counsel can be given.

         (c) Upon discovery by the Seller, the Depositor 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 within two
Business Days give written notice thereof to the other parties. In connection
therewith, the Seller or the Depositor, as applicable, shall repurchase, or the
Seller, subject to the limitations set forth in Section 2.04(b), shall
substitute one or more Replacement Mortgage Loans for the affected Mortgage Loan
within 90 days of the earlier of discovery or receipt of such notice with
respect to such affected Mortgage Loan. Any such repurchase or substitution
shall be made in the same manner as set forth in Sections 2.04(a) and 2.04(b)
above. The Trustee shall re-convey to the Seller 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.

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<PAGE>

         (d) The Seller indemnifies and holds the Trust Fund, the Trustee, the
Depositor and each Certificateholder harmless against any and all taxes, claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, fees and expenses that the Trust Fund, the
Trustee, the Depositor and any Certificateholder may sustain in connection with
any actions of such party relating to a repurchase of a Mortgage Loan other than
in compliance with the terms of this Section 2.04 and the Mortgage Loan Purchase
and Sale Agreement, to the extent that any such action causes (i) any federal or
state tax to be imposed on the Trust Fund, 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 860G(d)(1) of
the Code, or (ii) any REMIC formed hereby to fail to qualify as a REMIC at any
time that any Certificate is outstanding.

         Section 2.05 Grant Clause.

         (a) It is intended that the conveyance of the Depositor's right, title
and interest in and to property constituting the Trust Fund pursuant to this
Agreement shall constitute, and shall be construed as, a sale of such property
and not a grant of a security interest to secure a loan. However, if such
conveyance is deemed to be in respect of a loan, it is intended that: (1) the
rights and obligations of the parties shall be established pursuant to the terms
of this Agreement; (2) the Depositor hereby grants to the Trustee for the
benefit of the Holders of the Certificates a first priority security interest in
all of the Depositor's right, title and interest in, to and under, whether now
owned or hereafter acquired, the Trust Fund and all proceeds of any and all
property constituting the Trust Fund to secure payment of the Certificates; and
(3) this Agreement shall constitute a security agreement under applicable law.
If such conveyance is deemed to be in respect of a loan and the trust created by
this Agreement terminates prior to the satisfaction of the claims of any Person
holding any Certificate, 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, and all proceeds shall be distributed as herein
provided.

         (b) The Depositor shall, to the extent consistent with this Agreement,
take such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans and
the other property described above, 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 this Agreement. The Depositor will, at
its own expense, make all initial filings on or about the Closing Date and shall
forward a copy of such filing or filings to the Trustee. Without limiting the
generality of the foregoing, the Depositor shall prepare and forward for filing,
or shall cause to be forwarded for filing, at the expense of the Depositor, all
filings necessary to maintain the effectiveness of any original filings
necessary under the relevant UCC to perfect the Trustee's security interest in
or lien on the Mortgage Loans and the other property described above, including
without limitation (x) continuation statements, and (y) such other statements as
may be occasioned by (1) any change of name of Seller, the Depositor or the
Trustee, (2) any change of location of the place of business or the chief
executive office of the Seller or the Depositor, (3) any transfer of any
interest of the Depositor in any Mortgage Loan or (4) any change under the
relevant UCC or other applicable laws. The Depositor shall not organize under
the law of any jurisdiction other than the State under which each is organized
as of the Closing Date (whether changing its jurisdiction of organization or
organizing under an additional jurisdiction) without giving 30 days prior
written notice of such action to its immediate and intermediate transferee,
including the Trustee. Before effecting such change, the Depositor proposing to
change its jurisdiction of organization shall prepare and file in the
appropriate filing office any financing statements or other statements necessary
to continue the perfection of the interests of its immediate and mediate
transferees, including the Trustee, in the Mortgage Loans and the other property
described above. In connection with the transactions contemplated by this
Agreement, the Depositor authorizes its immediate or mediate transferee to file
in any filing office any initial financing statements, any amendments to

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<PAGE>

financing statements, any continuation statements, or any other statements or
filings described in this paragraph (b).

                                   ARTICLE III

                                THE CERTIFICATES

         Section 3.01 The Certificates.

         (a) The Certificates shall be issuable in registered form only and
shall be securities governed by Article 8 of the New York Uniform Commercial
Code. The Book-Entry Certificates will be evidenced by one or more certificates,
beneficial ownership of which will be held in the dollar denominations in
Certificate Principal Amount, or Class Notional Amount, as applicable, or in the
Percentage Interests, specified herein. Each Class of Book-Entry Certificates
will be issued in the minimum denominations in Certificate Principal Amount (or
Class Notional Amount) specified in the Preliminary Statement hereto and in
integral multiples of $1 in excess thereof. Each Class of Non-Book-Entry
Certificates other than the Residual Certificates shall be issued in definitive,
fully registered form in the minimum denominations in Certificate Principal
Amount specified in the Preliminary Statement hereto and in integral multiples
of $1 in excess thereof. The Residual Certificates shall be issued as single
Certificates and maintained in definitive, fully registered form in a
denomination equal to 100% of the Percentage Interest of each such Class. The
Class X-A-1, Class X-A-2 and Class X-B Certificates shall each be issued as
single Certificates in a denomination equal to 100% of the Percentage Interest
of each such Class.

         (b) The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer. Each Certificate shall, on
original issue, be authenticated by the Trustee or an Authenticating Agent upon
the order of the Depositor upon receipt by the Trustee of the Trustee Mortgage
Files described in Section 2.01. 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 provided
for herein, executed by an authorized officer of the Trustee or of an
Authenticating Agent, by manual signature, and such certification 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. At any time and
from time to time after the execution and delivery of this Agreement, the
Depositor may deliver Certificates executed by the Trustee to the Trustee or the
Authenticating Agent for authentication and the Trustee or the Authenticating
Agent shall authenticate and deliver such Certificates as in this Agreement
provided and not otherwise.

         (c) The Class X-B, Class B-4, Class B-5 and Class B-6 certificates
offered and sold in reliance on the exemption from registration under Rule 144A
under the Act 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 added to the forms of
such Certificates (each, a "Restricted Global Security").

         Section 3.02 Registration.

         The Trustee is hereby appointed, and the Trustee hereby accepts its
appointment as, initial Certificate Registrar in respect of the Certificates and
shall maintain books for the registration and for the transfer of Certificates
(the "Certificate Register"). The Trustee may appoint a bank or trust company to
act as successor Certificate Registrar. A registration book shall be maintained
for the Certificates

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<PAGE>

collectively. The Certificate Registrar may resign or be discharged or removed
and a new successor may be appointed in accordance with the procedures and
requirements set forth in Sections 6.06 and 6.07 hereof with respect to the
resignation, discharge or removal of the Trustee and the appointment of a
successor Trustee. The Certificate Registrar may appoint, by a written
instrument delivered to the Holders, any bank or trust company to act as
co-registrar under such conditions as the Certificate Registrar may prescribe;
provided, however, that the Certificate Registrar shall not be relieved of any
of its duties or responsibilities hereunder by reason of such appointment.

         Section 3.03 Transfer and Exchange of Certificates.

         (a) A Certificate (other than Book-Entry Certificates which shall be
subject to Section 3.09 hereof) may be transferred by the Holder thereof only
upon presentation and surrender of such Certificate at the office of the
Certificate Registrar duly endorsed or accompanied by an assignment duly
executed by such Holder or his duly authorized attorney in such form as shall be
satisfactory to the Certificate Registrar. Upon the transfer of any Certificate
in accordance with the preceding sentence, the Trustee shall execute, and the
Authenticating Agent shall authenticate and deliver to the transferee, one or
more new Certificates of the same Class and evidencing, in the aggregate, the
same aggregate Certificate Principal Amount (or Notional Amount) as the
Certificate being transferred. No service charge shall be made to a
Certificateholder for any registration of transfer of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any registration
of transfer of Certificates.

         (b) A Certificate may be exchanged by the Holder thereof for any number
of new Certificates of the same Class, in authorized denominations, representing
in the aggregate the same Certificate Principal Amount (or Notional Amount) as
the Certificate surrendered, upon surrender of the Certificate to be exchanged
at the office of the Certificate Registrar duly endorsed or accompanied by a
written instrument of transfer duly executed by such Holder or his duly
authorized attorney in such form as is satisfactory to the Certificate
Registrar. Certificates delivered upon any such exchange will evidence the same
obligations, and will be entitled to the same rights and privileges, as the
Certificates surrendered. No service charge shall be made to a Certificateholder
for any exchange of Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any exchange of Certificates. Whenever any
Certificates are so surrendered for exchange, the Trustee shall execute, and the
Authenticating Agent shall authenticate, date and deliver the Certificates which
the Certificateholder making the exchange is entitled to receive.

         (c) By acceptance of a Restricted Certificate, 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 transfer such a Certificate only as provided herein.

         The following restrictions shall apply with respect to the transfer and
registration of transfer of a Restricted Certificate to a transferee that takes
delivery in the form of a Definitive Certificate:

                  (i)      The Certificate Registrar shall register the transfer
         of a Restricted Certificate if the requested transfer is (x) to the
         Depositor or an affiliate (as defined in Rule 405 under the 1933 Act)
         of the Depositor or (y) being made to a "qualified institutional buyer"
         (a "QIB") as defined in Rule 144A under the Securities Act of 1933, as
         amended (the "Act") by a transferor that has provided the Certificate
         Registrar with a certificate in the form of Exhibit G hereto; and

                  (ii)     The Certificate Registrar shall register the transfer
         of a Restricted Certificate if the requested transfer is being made to
         an "accredited investor" under Rule 501(a)(1), (2), (3) or (7) under
         the Act, or to any Person all of the equity owners in which are such
         accredited

                                       55
<PAGE>

         investors, by a transferor who furnishes to the Certificate Registrar a
         letter of the transferee substantially in the form of Exhibit H hereto.

         (d) No transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made to any Person unless the Certificate
Registrar has received (A) a certificate substantially in the form of Exhibit I
hereto from such transferee or (B) an Opinion of Counsel satisfactory to the
Certificate Registrar to the effect that the purchase and holding of such a
Certificate will not constitute or result in the assets of the Trust Fund being
deemed to be "plan assets" subject to the prohibited transactions provisions of
ERISA, Section 4975 of the Code, or any provisions of applicable federal, state
or local law substantially similar to the foregoing provisions of ERISA or the
Code ("Similar Law"), and will not subject the Trustee, the Certificate
Registrar or the Depositor to any obligation in addition to those undertaken in
the Agreement; provided, however, that the Certificate Registrar will not
require such certificate or opinion in the event that, as a result of a change
of law or otherwise, counsel satisfactory to the Certificate Registrar has
rendered an opinion to the effect that the purchase and holding of an
ERISA-Restricted Certificate by a plan or a Person that is purchasing or holding
such a Certificate with the assets of a plan will not constitute or result in a
prohibited transaction under ERISA, Section 4975 of the Code or Similar Law. The
preparation and delivery of the certificates and opinions referred to above
shall not be an expense of the Trust Fund, the Trustee, the Certificate
Registrar or the Depositor.

         Notwithstanding the foregoing, no Opinion of Counsel or certificate
shall be required for the initial issuance of the ERISA-Restricted Certificates.
Notwithstanding anything 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 or a plan subject to Section 4975 of the Code or a plan
subject to Similar Law without the delivery to the Certificate Registrar of a
certificate substantially in the form of Exhibit I hereto or an Opinion of
Counsel satisfactory to the Certificate Registrar as described above shall be
void and of no effect. The Trustee, the Certificate Registrar and the Depositor
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
3.03(d) or for the Paying Agent 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
Certificate Registrar in accordance with the foregoing requirements. The last
preceding Holder of such Certificate that is not a plan or a Person acting on
behalf of a plan shall be entitled to recover from any purported Holder of any
ERISA-Restricted Certificate that was in fact 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 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; provided that none
of the Depositor, the Certificate Registrar or the Trustee shall be responsible
for such recovery if they otherwise made a good faith effort to comply with this
Section 3.03(d).

         (e) As a condition of the registration of transfer or exchange of any
Certificate, the Certificate Registrar may require the certified taxpayer
identification number of the owner of the Certificate and the payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith; provided, however, that the Certificate Registrar shall have no
obligation to require such payment or to determine whether or not any such tax
or charge may be applicable. No service charge shall be made to the
Certificateholder for any registration, transfer or exchange of a Certificate.

         (f) Notwithstanding anything to the contrary contained herein, no
Residual Certificate or beneficial interest therein may be owned, pledged or
transferred, directly or indirectly, by or to (i) a Disqualified Organization or
(ii) an individual, corporation or partnership or other person unless, in the
case of clause (ii), such person is (A) not a Non-U.S. Person or (B) is a
Non-U.S. Person that holds a Residual Certificate in connection with the conduct
of a trade or business within the United States and has

                                       56
<PAGE>

furnished the transferor and the Certificate Registrar with an effective
Internal Revenue Service Form W-8ECI or successor form at the time and in the
manner required by the Code (any such person who is not covered by clause (A) or
(B) above is referred to herein as a "Non-permitted Foreign Holder").

         Prior to and as a condition of the registration of any transfer, sale
or other disposition of a Residual Certificate or a beneficial interest therein,
the proposed transferee shall deliver to the Trustee and the Certificate
Registrar an affidavit in substantially the form attached hereto as Exhibit B
representing and warranting, among other things, that such transferee is neither
a Disqualified Organization, an agent or nominee acting on behalf of a
Disqualified Organization, nor a Non-permitted Foreign Holder (any such
transferee, a "Permitted Transferee"), and the proposed transferor shall deliver
to the Trustee and the Certificate Registrar an affidavit in substantially the
form attached hereto as Exhibit C. In addition, the Trustee or the Certificate
Registrar may (but shall have no obligation to) require, prior to and as a
condition of any such transfer, the delivery by the proposed transferee of an
Opinion of Counsel, addressed to the Trustee and the Certificate Registrar, that
such proposed transferee or, if the proposed transferee is an agent or nominee,
the proposed beneficial owner, is not a Disqualified Organization, agent or
nominee thereof, or a Non-permitted Foreign Holder. Notwithstanding the
registration in the Certificate Register of any transfer, sale, or other
disposition of a Residual Certificate to a Disqualified Organization, an agent
or nominee thereof, or Non-permitted Foreign Holder, such registration shall be
deemed to be of no legal force or effect whatsoever and such Disqualified
Organization, agent or nominee thereof, or Non-permitted Foreign Holder shall
not be deemed to be a Certificateholder for any purpose hereunder, including,
but not limited to, the receipt of distributions on such Residual Certificate.
The Depositor, the Certificate Registrar and the Trustee shall be under no
liability to any Person for any registration or transfer of a Residual
Certificate to a Disqualified Organization, agent or nominee thereof or
Non-permitted Foreign Holder or for the Paying Agent making any payments due on
such Residual Certificate to the Holder thereof or for taking any other action
with respect to such Holder under the provisions of the Agreement, so long as
the transfer was effected in accordance with this Section 3.03(f), unless the
Certificate Registrar shall have actual knowledge at the time of such transfer
or the time of such payment or other action that the transferee is a
Disqualified Organization, or an agent or nominee thereof, or Non-permitted
Foreign Holder. The Certificate Registrar shall be entitled to recover from any
Holder of a Residual Certificate that was, at the time it became a Holder, a
Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign
Holder or at any subsequent time became a Disqualified Organization, agent or
nominee thereof, or Non-permitted Foreign Holder, all payments made on such
Residual Certificate at and after either of such times (and all costs and
expenses, including but not limited to attorneys' fees, incurred in connection
therewith). Any payment (not including any such costs and expenses) so recovered
by the Certificate Registrar shall be paid and delivered to the last preceding
Holder of such Residual Certificate.

         If any purported transferee shall become a registered Holder of a
Residual Certificate in violation of the provisions of this Section 3.03(f),
then upon receipt of written notice to the Trustee that the registration of
transfer of such Residual Certificate was not in fact permitted by this Section
3.03(f), such transfer shall be absolutely null and void and shall vest no
rights in the purported transferee and the last preceding Permitted Transferee
shall be restored to all rights as Holder thereof retroactive to the date of
such registration of transfer of such Residual Certificate. The Depositor, the
Certificate Registrar and the Trustee shall be under no liability to any Person
for any registration of transfer of a Residual Certificate that is in fact not
permitted by this Section 3.03(f), or for the Paying Agent making any payment
due on such Certificate to the registered Holder thereof or for taking any other
action with respect to such Holder under the provisions of this Agreement so
long as the transfer was registered upon receipt of the affidavit described in
the preceding paragraph of this Section 3.03(f).

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<PAGE>

         (g) Each Holder or Certificate Owner of a Restricted Certificate,
ERISA-Restricted Certificate or Residual Certificate, or an interest therein, by
such Holder's or Owner's acceptance thereof, shall be deemed for all purposes to
have consented to the provisions of this section.

         Section 3.04 Cancellation of Certificates.

         Any Certificate surrendered for registration of transfer or exchange
shall be cancelled and retained in accordance with normal retention policies
with respect to cancelled certificates maintained by the Trustee or the
Certificate Registrar.

         Section 3.05 Replacement of Certificates.

         If (i) any Certificate is mutilated and is surrendered to the Trustee
or the Certificate Registrar or (ii) the Trustee or the Certificate Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and there is delivered to the Trustee and the Certificate Registrar
such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice to the Depositor, the Trustee or the
Certificate Registrar that such destroyed, lost or stolen Certificate has been
acquired by a protected purchaser, the Trustee shall execute and the
Authenticating Agent shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate
of like tenor and Certificate Principal Amount. Upon the issuance of any new
Certificate under this Section 3.05, the Trustee, the Depositor or the
Certificate Registrar 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 Trustee, the Depositor or
the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section 3.05 shall constitute complete and indefeasible
evidence of ownership in the applicable Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

         If after the delivery of such new Certificate, a protected purchaser of
the original Certificate in lieu of which such new Certificate was issued
presents for payment such original Certificate, the Depositor, the Certificate
Registrar and the Trustee or any agent shall be entitled to recover such new
Certificate from the Person to whom it was delivered or any Person taking
therefrom, except a protected purchaser, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss, damage,
cost or expenses incurred by the Depositor, the Certificate Registrar, the
Trustee or any agent in connection therewith.

         Section 3.06 Persons Deemed Owners.

         Subject to the provisions of Section 3.09 with respect to Book-Entry
Certificates, the Depositor, the Trustee, the Certificate Registrar, the Paying
Agent and any agent of any of them shall treat the Person in whose name any
Certificate is registered upon the books of the Certificate Registrar as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Sections 5.01 and 5.02 and for all other purposes whatsoever, and neither the
Depositor, the Trustee, the Certificate Registrar, the Paying Agent nor any
agent of any of them shall be affected by notice to the contrary.

         Section 3.07 Temporary Certificates.

         (a) Pending the preparation of definitive Certificates, upon the order
of the Depositor, the Trustee shall execute and the Authenticating Agent shall
authenticate and deliver temporary Certificates that are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Certificates in lieu of which they
are issued and

                                       58
<PAGE>

with such variations as the authorized officers executing such Certificates may
determine, as evidenced by their execution of such Certificates.

         (b) If temporary Certificates are issued, the Depositor will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office or agency of the Certificate Registrar without charge
to the Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall execute and the Authenticating Agent shall
authenticate and deliver in exchange therefor a like aggregate Certificate
Principal Amount (or Notional Amount) of definitive Certificates of the same
Class in the authorized denominations. Until so exchanged, the temporary
Certificates shall in all respects be entitled to the same benefits under this
Agreement as definitive Certificates of the same Class.

         Section 3.08 Appointment of Paying Agent.

         The Trustee may appoint a Paying Agent (which may be the Trustee) for
the purpose of making distributions to Certificateholders hereunder. The Trustee
shall cause any Paying Agent to execute and deliver to the Trustee an instrument
in which such Paying Agent shall agree with the Trustee that such Paying Agent
will hold all sums held by it for the payment to Certificateholders in an
Eligible Account (which shall be the Distribution Account) in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be paid
to the Certificateholders. All funds remitted by the Trustee to any such Paying
Agent for the purpose of making distributions shall be paid to
Certificateholders on each Distribution Date and any amounts not so paid shall
be returned on such Distribution Date to the Trustee. If the Paying Agent is not
the Trustee, the Trustee shall cause to be remitted to the Paying Agent on or
before the Business Day prior to each Distribution Date, by wire transfer in
immediately available funds, the funds to be distributed on such Distribution
Date. Any Paying Agent shall be either a bank or trust company or otherwise
authorized under law to exercise corporate trust powers.

         Section 3.09 Book-Entry Certificates.

         (a) Each Class of Book-Entry Certificates, upon original issuance,
shall be issued in the form of one or more typewritten Certificates representing
the Book-Entry Certificates. The Book-Entry Certificates shall initially be
registered on the Certificate Register in the name of the nominee of the
Clearing Agency, and no Certificate Owner will receive a definitive certificate
representing such Certificate Owner's interest in the Book-Entry Certificates,
except as provided in Section 3.09(c). Unless Definitive Certificates have been
issued to Certificate Owners of Book-Entry Certificates pursuant to Section
3.09(c):

                  (i)      the provisions of this Section 3.09 shall be in full
         force and effect;

                  (ii)     the Certificate Registrar, the Paying Agent and the
         Trustee shall deal with the Clearing Agency for all purposes (including
         the making of distributions on the Book-Entry Certificates) as the
         authorized representatives of the Certificate Owners and the Clearing
         Agency and shall be responsible for crediting the amount of such
         distributions to the accounts of such Persons entitled thereto, in
         accordance with the Clearing Agency's normal procedures;

                  (iii)    to the extent that the provisions of this Section
         3.09 conflict with any other provisions of this Agreement, the
         provisions of this Section 3.09 shall control; and

                  (iv)     the rights of Certificate Owners shall be exercised
         only through the Clearing Agency and the Clearing Agency Participants
         and shall be limited to those established by law and

                                       59
<PAGE>

         agreements between such Certificate Owners and the Clearing Agency
         and/or the Clearing Agency Participants. Unless and until Definitive
         Certificates are issued pursuant to Section 3.09(c), the initial
         Clearing Agency will make book-entry transfers among the Clearing
         Agency Participants and receive and transmit distributions of principal
         of and interest on the Book-Entry Certificates to such Clearing Agency
         Participants.

         (b) Whenever notice or other communication to the Certificateholders is
required under this Agreement, unless and until Definitive Certificates shall
have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee
shall give all such notices and communications specified herein to be given to
Holders of the Book-Entry Certificates to the Clearing Agency.

         (c) If (i) (A) the Clearing Agency or the Depositor advises the Paying
Agent in writing that the Clearing Agency is no longer willing or able to
discharge properly its responsibilities with respect to the Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor
satisfactory to the Depositor and the Paying Agent, (ii) the Depositor, at its
option, advises the Paying Agent in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
an Event of Default, Certificate Owners representing beneficial interests
aggregating not less than 50% of the Class Principal Amount (or Class Notional
Amount) of a Class of Book-Entry Certificates advise the Paying Agent and the
Clearing Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Certificate Owners of a Class of Book-Entry
Certificates, the Certificate Registrar shall notify the Clearing Agency to
effect notification to all Certificate Owners, through the Clearing Agency, of
the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon surrender to the
Certificate Registrar of the Book-Entry Certificates by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency for
registration, the Certificate Registrar shall issue the Definitive Certificates.
Neither the Depositor, the Certificate Registrar nor the Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates all references herein to obligations imposed upon or to
be performed by the Clearing Agency shall be deemed to be imposed upon and
performed by the Certificate Registrar, to the extent applicable, with respect
to such Definitive Certificates and the Certificate Registrar shall recognize
the holders of the Definitive Certificates as Certificateholders hereunder.
Notwithstanding the foregoing, the Certificate Registrar, upon the instruction
of the Depositor, shall have the right to issue Definitive Certificates on the
Closing Date in connection with credit enhancement programs.

                                   ARTICLE IV

                        ADMINISTRATION OF THE TRUST FUND

         Section 4.01 Custodial Accounts; Distribution Account.

         (a) On or prior to the Closing Date, the Servicer shall establish and
maintain one or more Custodial Accounts, as provided in the Servicing Agreement,
into which all Scheduled Payments and unscheduled payments with respect to the
Mortgage Loans, net of any deductions or reimbursements permitted under the
Servicing Agreement, shall be deposited. Prior to 1:00 p.m. New York City time
on each Distribution Account Deposit Date, the Servicer shall remit to the
Trustee for deposit into the Distribution Account, all amounts so required to be
deposited into such account in accordance with the terms of the Servicing
Agreement.

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         (b) The Trustee, shall establish and maintain an Eligible Account
entitled "Distribution Account of Wells Fargo Bank, N.A., as Trustee, for the
benefit of Merrill Lynch Mortgage Investors Trust Series MLCC 2004-A Holders of
Mortgage Pass-Through Certificates." The Trustee shall, promptly upon receipt
from the Servicer on each Distribution Account Deposit Date, deposit into the
Distribution Account and retain on deposit until the related Distribution Date
the following amounts:

                  (i)      the aggregate of collections with respect to the
         Mortgage Loans remitted by the Servicer from the Custodial Accounts in
         accordance with the Servicing Agreement, including the amount of any
         Advances or Compensating Interest Payments with respect to the Mortgage
         Loans required to be paid by the Servicer; and

                  (ii)     any other amounts so required to be deposited in the
         Distribution Account in the related Due Period pursuant to this
         Agreement.

         (c) In the event Servicer has remitted in error to the Distribution
Account any amount not required to be remitted in accordance with the definition
of Available Distribution Amount, it may at any time direct the Trustee to
withdraw such amount from the Distribution Account for repayment to the
Servicer, as applicable, by delivery of an Officer's Certificate of the Servicer
to the Trustee which describes the amount deposited in error.

         (d) On each Distribution Date and Purchase Date, the Trustee shall
distribute the Available Distribution Amount to the Certificateholders and any
other parties entitled thereto in the amounts and priorities set forth in
Section 5.02. The Trustee may from time to time withdraw from the Distribution
Account and pay itself or the Servicer any amounts permitted to be paid or
reimbursed to such Person from funds in the Distribution Account pursuant to the
clauses (A) through (D) of the definition of Available Distribution Amount.

         (e) Funds in the Distribution Account may be invested in Permitted
Investments selected by the Trustee, which shall mature not later than one
Business Day prior to the Distribution Date (except that if such Permitted
Investment is an obligation of the Trustee or is managed or advised by the
Trustee or its affiliates, then such Permitted Investment shall mature not later
than such applicable Distribution Date) and any such Permitted Investment shall
not be sold or disposed of prior to its maturity. All such Permitted Investments
shall be made in the name of the Trustee (in its capacity as such) or its
nominee. All income and gain realized from any Permitted Investment shall be for
the benefit of the Trustee and shall be subject to its withdrawal or order from
time to time, and shall not be part of the Trust Fund. The amount of any losses
incurred in respect of any such investments shall be deposited in such
Distribution Account by the Trustee out of its own funds, without any right of
reimbursement therefor, immediately as realized. Any such funds that are not
invested in Permitted Investments may be held uninvested.

         Section 4.02 Reports to Trustee and Certificateholders.

         On each Distribution Date, the Trustee shall have prepared and shall
make available to each Certificateholder and other interested parties a written
report setting forth the following information (on the basis of Mortgage Loan
level information obtained from the Servicer).

         (a) the amount of the distributions, separately identified, with
respect to each Class of Certificates;

         (b) the amount of the distributions set forth in the clause (a)
allocable to principal, separately identifying the aggregate amount of any
Principal Prepayments or other unscheduled recoveries of principal included in
that amount;

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         (c) the amount of the distributions set forth in the clause (a)
allocable to interest and how it was calculated;

         (d) the amount of any unpaid Interest Shortfall, Basis Risk Shortfall
or Unpaid Basis Risk Shortfall (if applicable) and the related accrued interest
thereon, with respect to each Class of Certificates;

         (e) the Class Principal Amount of each Class of Certificates after
giving effect to the distribution of principal on that Distribution Date;

         (f) the Aggregated Stated Principal Balance of the Mortgage Loans in
each Mortgage Pool and the applicable Net WAC of the Mortgage Loans at the end
of the related Prepayment Period;

         (g) the Stated Principal Balance of the Mortgage Loans in each Mortgage
Pool whose Mortgage Rates adjust on the basis of the One-Month LIBOR index and
the Six-Month LIBOR index at the end of the related Prepayment Period;

         (h) the Pro Rata Senior Percentage, Senior Percentage and the
Subordinate Percentage for each Mortgage Pool for the following Distribution
Date;

         (i) the Senior Prepayment Percentage and Subordinate Prepayment
Percentage for each Mortgage Pool the following Distribution Date;

         (j) in the aggregate and with respect to each Mortgage Pool, the amount
of Servicing Fee paid to or retained by the Servicer;

         (k) in the aggregate and with respect to each Mortgage Pool, the amount
of Advances for the related Due Period;

         (l) in the aggregate and with respect to each Mortgage Pool, the number
and Stated Principal Balance of the Mortgage Loans that were (A) Delinquent
(exclusive of Mortgage Loans in foreclosure) (1) 30 to 59 days, (2) 60 to 89
days and (3) 90 or more days, (B) in foreclosure and Delinquent (1) 30 to 59
days, (2) 60 to 89 days and (3) 90 or more days and (C) in bankruptcy as of the
close of business on the last day of the calendar month preceding that
Distribution Date;

         (m) in the aggregate and with respect to each Mortgage Pool, for any
Mortgage Loan as to which the related Mortgaged Property was an REO property
during the preceding calendar month, the principal balance of that Mortgage Loan
as of the close of business on the last day of the related Due Period;

         (n) in the aggregate and with respect to each Mortgage Pool, the total
number and principal balance of any REO properties as of the close of business
on the last day of the preceding Due Period;

         (o) in the aggregate and with respect to each Mortgage Pool, the amount
of Realized Losses incurred during the preceding calendar month;

         (p) in the aggregate and with respect to each Mortgage Pool, the
cumulative amount of Realized Losses incurred since the Closing Date;

         (q) the Realized Losses, if any, allocated to each Class of
Certificates on that Distribution Date;

         (r) the Certificate Interest Rate for each Class of Certificates for
that Distribution Date;

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         (s) the amount of any Principal Transfer Amounts or Interest Transfer
Amounts paid to an Undercollateralized Group or Principal Transfer Amounts
between Groups in the event of Rapid Prepayment Conditions; and

         (t) for each Class of Certificates, the amounts accrued and paid in
respect of each deemed interest rate cap agreement under which such Class of
Certificates is deemed entitled to receive or deemed obligated to make payments
as provided for in Section 10.01 hereof.

         The Trustee shall make such reports available each month via its
website at http://www.ctslink.com. Assistance in using the website may be
obtained by calling the Trustee's customer service desk at (301) 815-6600.
Certificateholders and other parties that are unable to use the website are
entitled to have a paper copy mailed to them via first class mail by contacting
the Trustee and indicating such. In preparing or furnishing the foregoing
information, the Trustee shall be entitled to rely conclusively on the accuracy
of the information or data regarding the Mortgage Loans and the related REO
Properties that has been provided to the Trustee by the Servicer, and the
Trustee shall not be obligated to verify, recompute, reconcile or recalculate
any such information or data.

         Upon receipt by the Trustee of the reasonable advance written request
of any Certificateholder that is a savings and loan, bank or insurance company,
the Trustee shall provide, or cause to be provided (or, to the extent that such
information or documentation is not required to be provided by a Servicer under
the Servicing Agreement, shall use reasonable efforts to obtain such information
and documentation from the Servicer, and provide) to such Certificateholders
such reports and access to information and documentation regarding the Mortgage
Loans as such Certificateholders may reasonably deem necessary to comply with
applicable regulations of the Office of Thrift Supervision or its successor or
other regulatory authorities with respect to an investment in the Certificates;
provided, however, that the Trustee shall be entitled to be reimbursed by such
Certificateholders for the Trustee's actual expenses incurred in providing such
reports and access.

         The Trustee shall prepare and file with the Internal Revenue Service
("IRS"), on behalf of the Trust Fund, an application for an employer
identification number on IRS Form SS-4 or by any other acceptable method. The
Trustee shall also file a Form 8811 as required. The Trustee, upon receipt from
the IRS of the Notice of Taxpayer Identification Number Assigned, shall upon
request promptly forward a copy of such notice to the Depositor. The Trustee
shall furnish any other information that is required by the Code and regulations
thereunder to be made available to Certificateholders. The Depositor shall cause
the Servicer to provide the Trustee with such information as is necessary for
the Trustee to prepare such reports.

                                    ARTICLE V

                    DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

         Section 5.01 Distributions Generally.

         (a) Subject to Section 7.01 respecting the final distribution on the
Certificates, on each Distribution Date the Trustee or the Paying Agent shall
make distributions in accordance with this Article V. Such distributions shall
be made by check mailed to each Certificateholder's address as it appears on the
Certificate Register of the Certificate Registrar or, upon written request made
to the Trustee at least five Business Days prior to the related Record Date by
any Certificateholder owning an aggregate initial Certificate Principal Amount
of at least $1,000,000, or in the case of a Class of Interest-Only Certificates
or Residual Certificate, a Percentage Interest of not less than 100%, by wire
transfer in immediately

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available funds to an account specified in the request and at the expense of
such Certificateholder; provided, however, that the final distribution in
respect of any Certificate shall be made only upon presentation and surrender of
such Certificate at the Corporate Trust Office; provided, further, that the
foregoing provisions shall not apply to any Class of Certificates as long as
such Certificate remains a Book-Entry Certificate in which case all payments
made shall be made through the Clearing Agency and its Clearing Agency
Participants. Wire transfers will be made at the expense of the Holder
requesting such wire transfer by deducting a wire transfer fee from the related
distribution. Notwithstanding such final payment of principal of any of the
Certificates, each Residual Certificate will remain outstanding until the
termination of each REMIC and the payment in full of all other amounts due with
respect to the Residual Certificates and at such time such final payment in
retirement of any Residual Certificate will be made only upon presentation and
surrender of such Certificate at the Corporate Trust Office. If any payment
required to be made on the Certificates is to be made on a day that is not a
Business Day, then such payment will be made on the next succeeding Business
Day.

         (b) All distributions or allocations made with respect to
Certificateholders within each Class on each Distribution Date shall be
allocated among the outstanding Certificates in such Class equally in proportion
to their respective initial Class Principal Amounts or initial Class Notional
Amounts (or Percentage Interests).

         Section 5.02 Distributions from the Distribution Account.

         (a) Subject to Sections 5.02(h) and 5.02(i), on each Distribution Date,
the Available Distribution Amount for the related Mortgage Pool (in the case of
the Components of the Class X-A-1 and Class X-A-2 Certificates and the Senior
Certificates other than the Class X Certificates) and both Mortgage Pools in the
aggregate (in the case of the Subordinate Certificates and the Class X-B
Certificates) shall be withdrawn by the Trustee from the Distribution Account
and allocated among the classes of Senior Certificates and Subordinate
Certificates in the following order of priority:

                  (i)      Concurrently, to the payment of the Interest
         Distribution Amount and any accrued but unpaid Interest Shortfalls with
         respect to each class of Senior Certificates (other than the Class X
         Certificates) and the Components, with, subject to the proviso set
         forth below, (x) all amounts payable in respect of Component XB1,
         Component XB2 and Component XB3 being payable to the Class X-B
         Certificates, (y) all amounts payable in respect of the Pool 1 NAS
         Component and the Pool 2 NAS Component being payable to the Class X-A-1
         Certificates and (z) all amounts payable in respect of the Pool 1
         Companion Component and the Pool 2 Companion Component being payable to
         the Class X-A-2 Certificates; provided, however, that on each
         Distribution Date, amounts that would otherwise be payable to the Class
         X-A-1, Class X-A-2 or Class X-B Certificates under this clause (a)(i)
         will (A) in the case of amounts otherwise payable to the Class X-A-1 or
         Class X-A-2 Certificates in respect of the Pool 1 NAS Component or Pool
         1 Companion Component, be paid to the Class A-1 Certificates to the
         extent of any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls
         for the Class A-1 Certificates as of such Distribution Date, (B) in the
         case of amounts otherwise payable to the Class X-A-1 and Class X-A-2
         Certificates in respect of the Pool 2 NAS Component or Pool 2 Companion
         Component, be paid to the Class A-2 Certificates to the extent of any
         Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class
         A-2 Certificates as of such Distribution Date, (C) in the case of
         amounts otherwise payable to the Class X-B Certificates, be paid to the
         Class B-1, Class B-2 and Class B-3 Certificates to the extent of any
         Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls for the Class
         B-1, Class B-2 and Class B-3 Certificates, respectively, as of such
         Distribution Date, (D) in the case of amounts otherwise payable to the
         Class X-A-2 Certificates in respect of the Pool 1 Companion Component,
         be paid to the Class X-A-1 Certificates in respect of the Pool 1 NAS
         Component to the extent of any previously unreimbursed amounts not
         distributed in respect

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         of the Pool 1 NAS Component as a result of clause (A) above or as a
         result of the Current Interest Restriction and (E) in the case of
         amounts otherwise payable to the Class X-A-2 Certificates in respect of
         the Pool 2 Companion Component, be paid to the Class X-A-1 Certificates
         in respect of the Pool 2 NAS Component to the extent of any previously
         unreimbursed amounts not distributed in respect of the Pool 2 NAS
         Component as a result of clause (B) above or as a result of the Current
         Interest Restriction;

                  (ii)     Concurrently, to the Senior Certificates from the
         Available Distribution Amount remaining in the related Mortgage Pool
         after application of amounts pursuant to clause (i) above, as follows:

                           (a)      sequentially to the Class A-R and Class A-1
                                    Certificates, in that order, the Senior
                                    Principal Distribution Amount for Pool 1,
                                    until their respective Class Principal
                                    Amounts have been reduced to zero; and

                           (b)      to the Class A-2 Certificates, the Senior
                                    Principal Distribution Amount for Pool 2,
                                    until its Class Principal Amount has been
                                    reduced to zero;

                  (iii)    From the Available Distribution Amount from the
         Mortgage Pools in the aggregate remaining after the application of
         amounts pursuant to clauses (i) and (ii) above, to the Class B-1, Class
         B-2 and Class B-3 Certificates, sequentially, in that order, the
         Interest Distribution Amount and any Interest Shortfalls, in each case,
         for such Class on such date;

                  (iv)     From the Available Distribution Amount from the
         Mortgage Pools in the aggregate remaining after application of amounts
         pursuant to clauses (i) through (iii) above, to the Class B-1, Class
         B-2 and Class B-3 Certificates, sequentially, in that order, such
         Class' Subordinate Class Percentage of the Subordinate Principal
         Distribution Amount for each Mortgage Pool, until its Class Principal
         Amount has been reduced to zero;

                  (v)      From the remaining Available Distribution Amount from
         the Mortgage Pools in the aggregate remaining after application of
         amounts pursuant to clauses (i) through (iv) in the following order of
         priority:

                           (A) to the Class B-4 Certificates, the payment of its
                  Interest Distribution Amount and any outstanding Interest
                  Shortfalls;

                           (B) to the Class B-4 Certificates, such Class'
                  Subordinate Class Percentage of the Subordinate Principal
                  Distribution Amount for each Mortgage Pool, until its Class
                  Principal Amount has been reduced to zero;

                           (C) to the Class B-5 Certificates, the payment of its
                  Interest Distribution Amount and any outstanding Interest
                  Shortfalls; and

                           (D) to the Class B-5 Certificates, such Class'
                  Subordinate Class Percentage of the Subordinate Principal
                  Distribution Amount for each Mortgage Pool, until its Class
                  Principal Amount has been reduced to zero;

                           (E) to the Class B-6 Certificates, the payment of its
                  Interest Distribution Amount and any outstanding Interest
                  Shortfalls; and

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                           (F) to the Class B-6 Certificates, such Class'
                  Subordinate Class Percentage of the Subordinate Principal
                  Distribution Amount for each Mortgage Pool until its Class
                  Principal Amount has been reduced to zero; and

                  (vi)     To the Class A-R Certificate, any remaining amount of
         the Available Distribution Amount from the Mortgage Pools in the
         aggregate allocated as provided in Section 5.02(d).

Amounts paid to the Class A-1 Certificates on any Distribution Date pursuant to
the proviso in clause (a)(i)(A) above shall reduce amounts otherwise payable on
such Distribution Date in respect of the Pool 1 Companion Component before
reducing any amounts otherwise payable to the Pool 1 NAS Component. Amounts paid
to the Class A-2 Certificates on any Distribution Date pursuant to the proviso
in clause (a)(i)(B) above shall reduce amounts otherwise payable on such
Distribution Date in respect of the Pool 2 Companion Component before reducing
any amounts otherwise payable to the Pool 2 NAS Component. Amounts that would
have been distributed in respect of the Class X-A-1, Class X-A-2 and Class X-B
Certificates, but for the proviso set forth in clause (a)(i) above shall, except
for purposes of determining unreimbursed amounts under clauses (a)(i)(D) and (E)
above and clause (b)(y) below, be treated as having been distributed to the
Class X-A-1, Class X-A-2 and Class X-B Certificates, as the case may be, for
purposes of determining subsequent Interest Shortfalls with respect to the Class
X-A-1, Class X-A-2 and Class X-B Certificates.

         (b) On each Distribution Date on and after the Credit Support Depletion
Date, the Available Distribution Amount for each Mortgage Pool shall be
distributed to the remaining Classes of Certificates of the related Certificate
Group and, in the case of Certificate Group 1 or Certificate Group 2, in respect
of the Class X-A-1 and Class X-A-2 Certificates, as the case may be, on a pro
rata basis, first, to pay the Interest Distribution Amount and any accrued but
unpaid Interest Shortfalls; provided, however, that on each Distribution Date
with respect to the Class A-1 or Class A-2 Certificates (as applicable) (x) the
amount of the Interest Distribution Amount that would otherwise be payable to
the related Pool Companion Component or Pool NAS Component (in that order) will
be paid to the Class A-1 or Class A-2 Certificates (as applicable) to the extent
of any Basis Risk Shortfalls for the Class A-1 or Class A-2 Certificates (as
applicable) and (y) the amount of the Interest Distribution Amount that would
otherwise be payable on the related Pool Companion Component (after the
application of clause (x) above) will be payable to the related Pool NAS
Component to the extent of any remaining unreimbursed amounts otherwise payable
to the related Pool NAS Component that were distributed to the Class A-1 or
Class A-2 Certificates (as applicable) in respect of Basis Risk Shortfalls or
that were not paid with respect to the related Pool NAS Component as a result of
the Current Interest Restriction; second, to pay the Senior Principal
Distribution Amount for such Mortgage Pool; and third, to the Class A-R
Certificate, any remaining Available Distribution Amount from such Mortgage
Pool.

Amounts paid to the Class A-1 Certificates on any Distribution Date pursuant to
the proviso in this clause (b) shall reduce amounts otherwise payable on such
Distribution Date in respect of the Pool 1 Companion Component before reducing
any amounts otherwise payable to the Pool 1 NAS Component. Amounts paid to the
Class A-2 Certificates on any Distribution Date pursuant to the proviso in this
clause (b) shall reduce amounts otherwise payable on such Distribution Date in
respect of the Pool 2 Companion Component before reducing any amounts otherwise
payable to the Pool 2 NAS Component. Amounts that would have been distributed in
respect of the Class X-A-1 or Class X-A-2 Certificates but for the proviso set
forth in this Section 5.02(b) shall, except for purposes of determining
unreimbursed amounts under clause (b)(y) above, be treated as having been
distributed to the Class X-A-1 or Class X-A-2 Certificates, as the case may be,
for purposes of determining subsequent Interest Shortfalls with respect to the
Class X-A-1 or Class X-A-2 Certificates.

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         (c) Notwithstanding the priority and allocation set forth in Section
5.02(a)(iv) and Section 5.02(a)(v) above, if with respect to any Class of
Subordinate Certificates on any Distribution Date the sum of the related Class
Subordination Percentages of such Class and of all other Classes of Subordinate
Certificates which have a higher numerical Class designation than such Class is
less than the Original Applicable Credit Support Percentage for such Class, no
distribution of Principal Prepayments shall be made to any such Classes and the
amount of such Principal Prepayment otherwise distributable to such Classes
shall be distributed to any Classes of Subordinate Certificates having lower
numerical Class designations than such Class, pro rata, based on the Class
Principal Amounts of the respective Classes immediately prior to such
Distribution Date and shall be distributed in the sequential order provided in
Section 5.02(a)(iv) and Section 5.02(a)(v) above.

         (d) Amounts distributed to the Residual Certificates pursuant to
subparagraph (a)(vi) of this Section 5.02 on any Distribution Date shall be
allocated among the REMIC residual interests represented thereby such that each
such interest is allocated the excess of funds available to the related REMIC
over required distributions to the regular interests in such REMIC on such
Distribution Date.

         (e) For purposes of distributions provided in paragraph (a) of this
Section 5.02, each Mortgage Pool shall "relate" to the Senior Class or Classes
of the applicable Related Certificate Group.

         (f) For purposes of distributions of interest in paragraph (a) of this
Section 5.02 such distributions to a Class of Certificates on any Distribution
Date shall be made first, in respect of Current Interest; and second, in respect
of Interest Shortfalls.

         (g) Notwithstanding the priority of distributions set forth in
paragraph (a) of this Section 5.02, if on any Distribution Date prior to the
Credit Support Depletion (1) either one of the Rapid Prepayment Conditions is
satisfied on such date and (2) the Certificate Principal Amount of the Senior
Certificates relating to one of the Mortgage Pools has been reduced to zero,
then that portion of the Available Distribution Amount for such Mortgage Pool
described in Section 5.02(a)(ii) that represents principal collections on the
Mortgage Loans shall be applied as an additional distribution to the remaining
Classes of Senior Certificates in reduction of, and in proportion to, the Class
Principal Amounts thereof; provided, however, that any such amounts
distributable to the Class A-R and Class A-1 Certificates shall be distributed
sequentially thereto in such order.

         (h) If, on any Distribution Date, any Certificate Group would
constitute an Undercollateralized Group and the other Certificate Group
constitute an Overcollateralized Group, then notwithstanding Section
5.02(a)(ii), the Available Distribution Amount for the Overcollateralized Group,
to the extent remaining following distributions of interest and principal to the
related Senior Certificates of that Certificate Group and to the Components of
the Class X-A-1 and Class X-A-2 Certificates related to the Undercollateralized
Group, shall be distributed up to the sum of the Interest Transfer Amount and
the Principal Transfer Amount for the Undercollateralized Group to the Senior
Certificates related to the Undercollateralized Group and to the Components of
the Class X-A-1 and Class X-A-2 Certificates related to the Undercollateralized
Group in payment of accrued but unpaid interest, if any, and then to such Senior
Certificates as principal, in the same order and priority as such Certificates
would receive other distributions of principal.

         Section 5.03 Allocation of Losses.

         (a) On or prior to each Distribution Date, the Trustee shall aggregate
the information provided by the Servicer with respect to the total amount of
Realized Losses, with respect to the Mortgage Loans for the related Distribution
Date.

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         (b) On each Distribution Date, the principal portion of Realized Losses
with respect to such Distribution Date shall be allocated as follows:

                  (i)      Realized Losses shall be allocated in the following
         order:

                           first, to the Classes of Subordinate Certificates in
                  reverse order of their respective numerical Class designations
                  (beginning with the Class of Subordinate Certificates with the
                  highest numerical Class designation) until the Class Principal
                  Amount of each such Class is reduced to zero; and

                           second, to each Class of Senior Certificates relating
                  to the Mortgage Pool which sustained such loss (allocated
                  among the related Senior Classes on a pro rata basis), in each
                  case, until the Class Principal Amount of each Class of Senior
                  Certificates is reduced to zero;

                  (ii)     Reserved.

                  (iii)    The Class Principal Amount of the Class of
         Subordinate Certificates then outstanding with the highest numerical
         Class designation shall be reduced on each Distribution Date by the
         amount (such amount, the "Subordinate Certificate Writedown Amount"),
         if any, by which the aggregate of the Class Principal Amounts of all
         outstanding Classes of Certificates (after giving effect to the
         distribution of principal and the allocation of Realized Losses, on
         such Distribution Date) exceeds the Aggregate Stated Principal Balance
         for the following Distribution Date.

                  (iv)     Any allocation of a loss pursuant to this section to
         a Class of Certificates shall be achieved by reducing the Class
         Principal Amount thereof by the amount of such loss.

         (c) Notwithstanding the other provisions of Section 5.03, the first
$0.71 of Realized Losses shall not be allocated to any Class of Certificates.

         Section 5.04 Advances.

         If the Servicer fails to remit any Advance required to be made under
the Servicing Agreement, the Trustee solely in its capacity as successor
Servicer shall itself make, or shall cause the successor Servicer to make, such
Advance. If the Trustee solely in its capacity as successor Servicer determines
that an Advance is required, it shall on the Business Day preceding the related
Distribution Date immediately following such Determination Date remit from its
own funds (or funds advanced by the successor Servicer) for deposit in the
Distribution Account immediately available funds in an amount equal to such
Advance. Each of the Trustee and the Servicer shall be entitled to be reimbursed
for all Advances made by it, respectively. Notwithstanding anything to the
contrary herein, in the event the Trustee (or successor servicer) determines in
its reasonable judgment that an Advance is Nonrecoverable, the Trustee (or
successor servicer) shall be under no obligation to make such Advance.

                                   ARTICLE VI

                    CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

         Section 6.01 Duties of Trustee.

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         (a) The Trustee, except during the continuance of an Event of Default,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. Any permissive right of the Trustee provided for in
this Agreement shall not be construed as a duty of the Trustee. If an Event of
Default has occurred and has not otherwise been cured or waived, 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.

         (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Servicer to the Trustee pursuant to this Agreement or the
Servicing Agreement, and shall not be required to recalculate or verify any
numerical information furnished to the Trustee pursuant to this Agreement.
Subject to the immediately preceding sentence, if any such resolution,
certificate, statement, opinion, report, document, order or other instrument is
found not to conform to the form required by this Agreement in a material manner
the Trustee shall take such action as it deems appropriate to cause the
instrument to be corrected, and if the instrument is not corrected to the
Trustee's satisfaction, the Trustee will provide notice thereof to the
Certificateholders and will, at the expense of the Trust Fund, which expense
shall be reasonable given the scope and nature of the required action, take such
further action as directed by the Certificateholders.

         (c) The Trustee shall not have any liability arising out of or in
connection with this Agreement, except for its negligence or willful misconduct.
Notwithstanding anything in this Agreement to the contrary, the Trustee shall
not be liable for special, indirect or consequential losses or damages of any
kind whatsoever (including, but not limited to, lost profits). No provision of
this Agreement shall be construed to relieve the Trustee of liability for its
own negligent action, its own negligent failure to act or its own willful
misconduct; provided, however, that:

                  (i)      The Trustee shall not be liable with respect to any
         action taken, suffered or omitted to be taken by it in good faith in
         accordance with the direction of Holders of Certificates as provided in
         Section 6.18 hereof;

                  (ii)     For all purposes under this Agreement, the Trustee
         shall not be deemed to have notice of any Event of Default (other than
         resulting from a failure by the Servicer (i) to remit funds (or to make
         Advances) or (ii) to furnish information to the Trustee when required
         to do so) unless a Responsible Officer of the Trustee has actual
         knowledge thereof or unless written notice of any event which is in
         fact such a default is received by the Trustee at the Corporate Trust
         Office of the Trustee, and such notice references the Holders of the
         Certificates and this Agreement;

                  (iii)    No provision of this Agreement shall require the
         Trustee to expend or risk its own funds or otherwise incur any
         financial liability in the performance of any of its duties hereunder,
         or in the exercise of any of its rights or powers, if it shall have
         reasonable grounds for believing that repayment of such funds or
         adequate indemnity against such risk or liability is not reasonably
         assured to it; and none of the provisions contained in this Agreement
         shall in any event require the Trustee to perform, or be responsible
         for the manner of performance of, any of the obligations of the
         Servicer under the Servicing Agreement;

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                  (iv)     The Trustee shall not be responsible for any act or
         omission of the Servicer, the Depositor or the Seller.

         (d) The Trustee shall have no duty hereunder with respect to any
complaint, claim, demand, notice or other document it may receive or which may
be alleged to have been delivered to or served upon it by the parties as a
consequence of the assignment of any Mortgage Loan hereunder; provided, however,
that the Trustee shall promptly remit to the Servicer upon receipt any such
complaint, claim, demand, notice or other document (i) which is delivered to the
Corporate Trust Office of the Trustee, (ii) of which a Responsible Officer has
actual knowledge, and (iii) which contains information sufficient to permit the
Trustee to make a determination that the real property to which such document
relates is a Mortgaged Property.

         (e) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance
with the direction of the Certificateholders of any Class holding Certificates
which evidence, as to such Class, Percentage Interests aggregating not less than
25% as 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.

         (f) The Trustee shall not be required to perform services under this
Agreement, or to expend or risk its own funds or otherwise incur financial
liability for the performance of any of its duties hereunder or the exercise of
any of its rights or powers if there is reasonable ground for believing that the
timely payment of its fees and expenses or the repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it, and none of the provisions contained in this Agreement shall in any event
require the Trustee to perform, or be responsible for the manner of performance
of, any of the obligations of the Servicer under the Servicing Agreement except
during such time, if any, as the Trustee shall be the successor to, and be
vested with the rights, duties, powers and privileges of, the Servicer in
accordance with the terms of the Servicing Agreement.

         (g) The Trustee shall not be held liable by reason of any insufficiency
in the Distribution Account resulting from any investment loss on any Permitted
Investment included therein (except to the extent that the Trustee is the
obligor and has defaulted thereon).

         (h) Except as otherwise provided herein, the Trustee shall not have any
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 recording or filing or depositing or to any re-recording, refiling or
redepositing of any thereof, (B) to see to the provision of any insurance, (C)
to see to the payment or discharge of any tax, assessment, or other governmental
charge or any lien or encumbrance of any kind owing with respect to, assessed or
levied against, any part of the Trust Fund other than from funds available in
the Distribution Account, or (D) to confirm or verify the contents of any
reports or certificates of the Servicer delivered to the Trustee pursuant to the
Servicing Agreement believed by the Trustee to be genuine and to have been
signed or presented by the proper party or parties.

         (i) The Trustee shall not be liable in its individual capacity for an
error of judgment made in good faith by a Responsible Officer or other officers
of the Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts.

         (j) Notwithstanding anything in this Agreement to the contrary, the
Trustee shall not be liable for special, indirect or consequential losses or
damages of any kind whatsoever (including, but not limited to, lost profits),
even if the Trustee has been advised of the likelihood of such loss or damage
and regardless of the form of action.

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         Section 6.02 Certain Matters Affecting the Trustee.

         Except as otherwise provided in Section 6.01:

                  (i)      The Trustee may request, and may rely and shall be
         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, approval, bond or other paper or document believed by
         it to be genuine and to have been signed or presented by the proper
         party or parties;

                  (ii)     The Trustee may consult with counsel and any advice
         of its counsel 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
         advice or Opinion of Counsel;

                  (iii)    The Trustee shall not be personally liable for any
         action taken, suffered or omitted by it in good faith and reasonably
         believed by it to be authorized or within the discretion or rights or
         powers conferred upon it by this Agreement;

                  (iv)     Unless an Event of Default shall have occurred and be
         continuing, the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, consent,
         order, approval, bond or other paper or document (provided the same
         appears regular on its face), unless requested in writing to do so by
         the Holders of at least a majority in Class Principal Amount (or
         Percentage Interest) of each Class of Certificates; provided, however,
         that, if the payment within a reasonable time to the Trustee of the
         costs, expenses or liabilities likely to be incurred by it in the
         making of such investigation is, in the opinion of the Trustee, not
         reasonably assured to the Trustee by the security afforded to it by the
         terms of this Agreement, the Trustee may require reasonable indemnity
         against such expense or liability or payment of such estimated expenses
         from the Certificateholders as a condition to proceeding. The
         reasonable expense thereof shall be paid by the party requesting such
         investigation and if not reimbursed by the requesting party shall be
         reimbursed to the Trustee by the Trust Fund;

                  (v)      The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents, custodians or attorneys, which agents, custodians or
         attorneys shall have any and all of the rights, powers, duties and
         obligations of the Trustee conferred on it by such appointment,
         provided that the Trustee shall continue to be responsible for its
         duties and obligations hereunder to the extent provided herein, and
         provided further that the Trustee shall not be responsible for any
         misconduct or negligence on the part of any such agent or attorney
         appointed with due care by the Trustee;

                  (vi)     The Trustee shall not be under any obligation to
         exercise any of the trusts or powers vested in it by this Agreement or
         to institute, conduct or defend any litigation hereunder or in relation
         hereto, in each case 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 reasonable
         security or indemnity against the costs, expenses and liabilities which
         may be incurred therein or thereby;

                  (vii)    The right of the Trustee to perform any discretionary
         act enumerated in this Agreement shall not be construed as a duty, and
         the Trustee shall not be answerable for other than its negligence or
         willful misconduct in the performance of such act; and

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                  (viii)   The Trustee shall not be required to give any bond or
         surety in respect of the execution of the Trust Fund created hereby or
         the powers granted hereunder.

         Section 6.03 Trustee Not Liable for Certificates.

         The Trustee make no representations as to the validity or sufficiency
of this Agreement or of the Certificates (other than the certificate of
authentication on the Certificates) or of any Mortgage Loan, or related document
save that the Trustee represents that, assuming due execution and delivery by
the other parties hereto, this Agreement has been duly authorized, executed and
delivered by it and constitutes its valid and binding obligation, enforceable
against it in accordance with its terms except as such enforceability may be
subject to (A) applicable bankruptcy and insolvency laws and other similar laws
affecting the enforcement of the rights of creditors generally, and (B) general
principles of equity regardless of whether such enforcement is considered in a
proceeding in equity or at law. The Trustee shall not be accountable for the use
or application by the Depositor of funds paid to the Depositor in consideration
of the assignment of the Mortgage Loans to the Trust Fund by the Depositor or
for the use or application of any funds deposited into the Distribution Account
or any other fund or account maintained with respect to the Certificates. The
Trustee shall not be responsible for the legality or validity of this Agreement
or the validity, priority, perfection or sufficiency of the security for the
Certificates issued or intended to be issued hereunder. Except as otherwise
provided herein, the Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to record this Agreement.

         Section 6.04 Trustee May Own Certificates.

         The Trustee and any Affiliate or agent of the Trustee in its individual
or any other capacity may become the owner or pledgee of Certificates and may
transact banking and trust business with the other parties hereto and their
Affiliates with the same rights it would have if it were not Trustee or such
agent.

         Section 6.05 Eligibility Requirements for Trustee.

         The Trustee hereunder shall at all times (i) be an institution insured
by the FDIC, (ii) a corporation or national banking association, organized and
doing business under the laws of the United States of America or any State
thereof, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority and (iii) not be an
Affiliate of the Servicer. If such corporation or national banking 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, the combined capital and surplus of such corporation
or national banking 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
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.06.

         Section 6.06 Resignation and Removal of Trustee.

         (a) The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice thereof to the Depositor and the
Servicer. Upon receiving such notice of resignation, the Depositor will promptly
appoint a successor trustee by written instrument, one copy of which instrument
shall be delivered to the resigning Trustee, one copy to the successor trustee
and one copy to the Servicer. If no successor trustee shall have been so
appointed and shall have accepted appointment within 30 days

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after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.

         (b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 6.05 and shall fail to resign after
written request therefor by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or of either of their property or affairs
for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
imposed or threatened with respect to the Trust Fund by any state in which the
Trustee or the Trust Fund held by the Trustee is located, or (iv) the continued
use of the Trustee would result in a downgrading of the rating by any Rating
Agency of any Class of Certificates with a rating, then the Depositor shall
remove the Trustee and the Depositor shall appoint a successor trustee by
written instrument, one copy of which instrument shall be delivered to the
Trustee so removed, one copy each to the successor trustee and one copy to the
Servicer.

         (c) The Holders of more than 50% of the Class Principal Amount (or
Percentage Interest) of each Class of Certificates may at any time upon 30 days'
written notice to the Trustee and to the Depositor remove the Trustee by such
written instrument, signed by such Holders or their attorney-in-fact duly
authorized, one copy of which instrument shall be delivered to the Depositor and
one copy to the Trustee; the Depositor shall thereupon appoint a successor
trustee in accordance with this Section.

         (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance by the successor trustee of appointment as provided in
Section 6.07.

         Section 6.07 Successor Trustee.

         (a) Any successor trustee appointed as provided in Section 6.06 shall
execute, acknowledge and deliver to the Depositor and to its predecessor
trustee, 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 like effect as if originally named as trustee. The
predecessor trustee shall deliver to the successor trustee all Trustee Mortgage
Files and documents and statements related to each Trustee Mortgage File held by
it hereunder, and shall duly assign, transfer, deliver and pay over to the
successor trustee the entire Trust Fund, together with all necessary instruments
of transfer and assignment or other documents properly executed necessary to
effect such transfer and such of the records or copies thereof maintained by the
predecessor trustee in the administration hereof as may be requested by the
successor trustee and shall thereupon be discharged from all duties and
responsibilities under this Agreement. In addition, the Depositor and the
predecessor trustee shall execute and deliver such other instruments and do such
other things as may reasonably be required to more fully and certainly vest and
confirm in the successor trustee all such rights, powers, duties and
obligations.

         (b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such appointment such successor trustee shall be
eligible under the provisions of Section 6.05.

         (c) Upon acceptance by a successor trustee of appointment as provided
in this Section, the predecessor trustee shall mail notice of the succession of
such successor trustee hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register and to any Rating Agency. The
expenses of such mailing shall be borne by the Depositor.

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         Section 6.08 Merger or Consolidation of Trustee.

         Any Person into which the Trustee may be merged or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Persons succeeding
to the business of the Trustee shall be the successor to the Trustee 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,
provided that, in the case of the Trustee, such Person shall be eligible under
the provisions of Section 6.05.

         Section 6.09 Appointment of Co-Trustee, Separate Trustee or Custodian.

         (a) Notwithstanding any other provisions hereof, at any time, the
Trustee, the Depositor or the Certificateholders evidencing more than 50% of the
Class Principal Amount (or Percentage Interest) of every Class of Certificates
shall have the power from time to time to appoint one or more Persons, approved
by the Trustee, to act either as co-trustees jointly with the Trustee, or as
separate trustees, or as custodians, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan outside
the state where the Trustee has its principal place of business where such
separate trustee or co-trustee is necessary or advisable (or the Trustee has
been advised by the Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a property securing
a Mortgage Loan is located or for the purpose of otherwise conforming to any
legal requirement, restriction or condition in any state in which a property
securing a Mortgage Loan is located or in any state in which any portion of the
Trust Fund is located. The separate trustees, co-trustees, or custodians so
appointed shall be trustees or custodians for the benefit of all the
Certificateholders and shall have such powers, rights and remedies as shall be
specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee. The obligation of the Trustee to make Advances pursuant to Section
5.04 hereof shall not be affected or assigned by the appointment of a
co-trustee.

         (b) Every separate trustee, co-trustee, and custodian shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:

                  (i)      all powers, duties, obligations and rights conferred
         upon the Trustee in respect of the receipt, custody and payment of
         moneys shall be exercised solely by the Trustee;

                  (ii)     all other 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, co-trustee, or custodian jointly, except to the extent that
         under any law of any jurisdiction in which any particular act or acts
         are to be performed 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 by such separate trustee, co-trustee, or custodian at the
         sole direction of the Trustee;

                  (iii)    no trustee or custodian hereunder shall be personally
         liable by reason of any act or omission of any other trustee or
         custodian hereunder; and

                  (iv)     the Trustee may at any time, by an instrument in
         writing executed by it, with the concurrence of the Depositor, accept
         the resignation of or remove any separate trustee, co-trustee or
         custodian, so appointed by it or them, if such resignation or removal
         does not violate the other terms of this Agreement.

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         (c) 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, co-trustee or custodian shall refer to this Agreement and the
conditions of this Article VI. 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 given
to the Servicer.

         (d) Any separate trustee, co-trustee or custodian 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, co-trustee or custodian 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.

         (e) No separate trustee, co-trustee or custodian hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
6.05 hereunder and no notice to Certificateholders of the appointment shall be
required under Section 6.07 hereof.

         (f) The Trustee agrees to instruct the co-trustees, if any, to the
extent necessary to fulfill the Trustee's obligations hereunder.

         (g) The Trust shall pay the reasonable compensation of the co-trustees
(which compensation shall not reduce any compensation payable to the Trustee
under such Section).

         Section 6.10 Authenticating Agents.

         (a) The Trustee may appoint one or more Authenticating Agents which
shall be authorized to act on behalf of the Trustee in authenticating
Certificates. If such an agent is so appointed by the Trustee, 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 a corporation
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.

         (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 with the provisions of this Section 6.10, the Trustee may appoint a
successor authenticating agent, shall give written notice of such appointment to
the

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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 6.10. No
Authenticating Agent shall have responsibility or liability for any action taken
by it as such at the direction of the Trustee.

         Section 6.11 Indemnification of Trustee.

         The Trustee and its respective directors, officers, employees and
agents shall be entitled to indemnification from the Depositor and the Trust
Fund; provided that the Trust Fund's indemnification under this Section 6.11 is
limited by Section 4.01(d) for any loss, liability or expense (including,
without limitation, reasonable attorneys' fees and disbursements (and, in
connection with any custody agreement the Trustee may enter pursuant to this
Agreement, including the reasonable compensation and the expenses and
disbursements of its agents or counsel), incurred without negligence or willful
misconduct on its part, arising out of, or in connection with, the acceptance or
administration of the trusts created hereunder or in connection with the
performance of their duties hereunder including 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 written notice thereof promptly after the
         Trustee shall have knowledge thereof;

                  (ii)     while maintaining control over its own defense, the
         Trustee shall cooperate and consult fully with the Depositor in
         preparing such defense;

                  (iii)    notwithstanding anything to the contrary in this
         Section 6.11, the Trust Fund shall not be liable for settlement of any
         such claim by the Trustee entered into without the prior consent of the
         Depositor, which consent shall not be unreasonably withheld; and

                  (iv)     the Trust's Fund's indemnification obligations
         hereunder shall be limited to losses, liability, costs or expenses,
         payments in respect of which by the Trust Fund would constitute
         "unanticipated expenses" within the meaning of Treasury Regulations
         Section 1.860G-1(b)(3)(ii)).

         The provisions of this Section 6.11 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.

         Section 6.12 Fees and Expenses of the Trustee.

         As compensation for its services hereunder, the Trustee shall be
entitled to retain any and all investment earnings on amounts on deposit in the
Distribution Account pending the distribution of such funds to
Certificateholders on each Distribution Date (which compensation shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust). Any expenses incurred by the Trustee shall be reimbursed in
accordance with Section 6.11.

         Section 6.13 Collection of Monies.

         Except as otherwise expressly provided in this Agreement, the Trustee
may demand payment or delivery of, and shall receive and collect, all money and
other property payable to or receivable by the

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Trustee pursuant to this Agreement. The Trustee shall hold all such money and
property received by it as part of the Trust Fund and shall distribute it as
provided in this Agreement.

         Section 6.14 Events of Default; Trustee To Act; Appointment of
Successor.

         (a) If an Event of Default described in the Servicing Agreement shall
occur and be continuing, then, in each and every case, subject to applicable
law, so long as any such Event of Default shall not have been remedied within
any period of time prescribed by the Servicing Agreement, the Trustee, by notice
in writing to the Servicer may, and shall, if so directed by Certificateholders
evidencing more than 50% of the Class Principal Amount (or Class Notional
Amount) of each Class of Certificates, terminate all of the rights and
obligations of the Servicer under the Servicing Agreement in accordance with the
terms of the Servicing Agreement. On or after the receipt by the Servicer of
such written notice, all authority and power of the Servicer, whether with
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the
Trustee; and the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the defaulting 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.

         If any Event of Default shall occur, the Trustee, upon becoming aware
of the occurrence thereof, shall promptly notify the Depositor and each Rating
Agency of the nature and extent of such Event of Default.

         (b) Within 90 days of the time the Servicer receives a notice of
termination from the Trustee pursuant to Section 6.14(a), the Trustee, unless
another Servicer shall have been appointed, shall be the successor in all
respects to the Servicer in its capacity as such under the Servicing Agreement
and the transactions set forth or provided for therein and shall have all the
rights and powers and be subject to all the responsibilities, duties and
liabilities relating thereto and arising thereafter placed on the Servicer
thereunder, including the obligation to make Advances; provided, however, that
any failure to perform such duties or responsibilities caused by the Servicer's
failure to provide information required by this Agreement or the Servicing
Agreement shall not be considered a default by the Trustee hereunder. In
addition, the Trustee shall have no responsibility for any act or omission of
the Servicer prior to the issuance of any notice of termination. The Trustee
shall have no liability relating to any representations and warranties of the
Servicer set forth in the Servicing Agreement. In the Trustee's capacity as such
successor, the Trustee shall have the same limitations on liability provided to
the Servicer in the Servicing Agreement. As compensation therefor, the Trustee
shall be entitled to receive all compensation payable to the Servicer under the
Servicing Agreement.

         The Trustee shall be entitled to be reimbursed by the Depositor and the
Trust Fund (pursuant to Section 6.11 but without regard to any annual limitation
thereunder), in the event that the Servicer does not reimburse the Trustee under
the Servicing Agreement, for 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 Trustee or any successor servicer to correct any errors or
insufficiencies in the servicing data or otherwise to enable the Trustee or
successor servicer to service the Mortgage Loans property and effectively (such
costs, "Servicing Transfer Costs").

         (c) Notwithstanding the above, the Trustee may, if it shall be
unwilling to continue to so act, or shall, if it is unable to so act, petition a
court of competent jurisdiction to appoint, or, with the consent of the
Depositor, appoint on its own behalf any established housing and home finance
institution servicer, or

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servicing or mortgage servicing institution having a net worth of not less than
$15,000,000 and meeting such other standards for a successor servicer as are set
forth in the Servicing Agreement and reasonably satisfactory to the Depositor,
as the successor to the Servicer in the assumption of all of the
responsibilities, duties or liabilities of a servicer, like the Servicer. Any
entity designated by the Trustee as a successor servicer may be an Affiliate of
the Trustee; provided, however, that, unless such Affiliate meets the net worth
requirements and other standards set forth herein for a successor servicer, the
Trustee, in its individual capacity shall agree, at the time of such
designation, to be and remain liable to the Trust Fund for such Affiliate's
actions and omissions in performing its duties under the Servicing Agreement. In
connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted to the Servicer under the
Servicing Agreement. The Trustee and such successor shall take such actions,
consistent with this Agreement and the Servicing Agreement, as shall be
necessary to effectuate any such succession and may make other arrangements with
respect to the servicing to be conducted hereunder which are not inconsistent
herewith and therewith. Neither the Trustee 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 caused by
(i) the failure of the Servicer to deliver, or any delay in delivering, cash,
documents or records to it, (ii) the failure of the Servicer to cooperate as
required by the Servicing Agreement, (iii) the failure of the Servicer to
deliver the Mortgage Loan data to the Trustee as required by the Servicing
Agreement or (iv) restrictions imposed by any regulatory authority having
jurisdiction over the Servicer.

         Section 6.15 Additional Remedies of Trustee Upon Event of Default.

         During the continuance of any Event of Default, so long as such Event
of Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 6.14, shall have the right, in its own name and as trustee
of the Trust Fund, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement or the Servicing Agreement shall be exclusive of
any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy, and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.

         Section 6.16 Waiver of Defaults.

         More than 50% of the Aggregate Voting Interests of Certificateholders
may waive any default or Event of Default by the Servicer in the performance of
its obligations hereunder, except that a default in the making of any required
deposit to the Distribution Account that would result in a failure of the
Trustee to make any required payment of principal of or interest on the
Certificates may only be waived with the consent of 100% of the affected
Certificateholders. Upon any such waiver of a past default, such default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall
extend to any subsequent or other default or impair any right consequent thereon
except to the extent expressly so waived.

         Section 6.17 Notification to Holders.

         Upon termination of the Servicer or appointment of a successor to the
Servicer, in each case as provided herein, the Trustee shall promptly mail
notice thereof by first class mail to the Certificateholders at their respective
addresses appearing on the Certificate Register. The Trustee shall also, within
45 days

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after the occurrence of any Event of Default known to the Trustee, give written
notice thereof to the Certificateholders, unless such Event of Default shall
have been cured or waived prior to the issuance of such notice and within such
45-day period.

         Section 6.18 Directions by Certificateholders and Duties of Trustee
During Event of Default.

         Subject to the provisions of Section 8.01 hereof, during the
continuance of any Event of Default, Holders of Certificates evidencing not less
than 25% of the Class Principal Amount (or Percentage Interest) of each Class of
Certificates affected thereby may direct 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 or the
Servicing Agreement; provided, however, that the Trustee shall be under no
obligation to pursue any such remedy, or to exercise any of the trusts or powers
vested in it by this Agreement or the Servicing Agreement (including, without
limitation, (i) the conducting or defending of any administrative action or
litigation hereunder or in relation hereto and (ii) the terminating of the
Servicer or any successor servicer from its rights and duties as servicer) at
the request, order or direction of any of the Certificateholders, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the cost, expenses and liabilities which may be incurred
therein or thereby; and, provided further, that, subject to the provisions of
Section 8.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee, in accordance with an Opinion of Counsel, determines
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith determines that the action or proceeding so directed would
involve it in personal liability for which it is not indemnified to its
satisfaction or be unjustly prejudicial to the non-assenting Certificateholders.

         Section 6.19 Preparation of Tax Returns and Other Reports.

         (a) The Trustee shall prepare or cause to be prepared on behalf of the
Trust Fund, based upon information calculated in accordance with this Agreement
pursuant to instructions given by the Depositor, and the Trustee shall file
federal tax returns, all in accordance with Article X hereof. The Trustee shall
prepare and file such state income tax returns and such other returns as may be
required by applicable law relating to the Trust Fund, and, if required by state
law, and shall file any other documents to the extent required by applicable
state tax law (to the extent such documents are in the Trustee's possession).
The Trustee shall forward copies to the Depositor of all such returns and Form
1099 supplemental tax information and such other information within the control
of the Trustee as the Depositor may reasonably request in writing, and shall
distribute to each Certificateholder such forms and furnish such information
within the control of the Trustee as are required by the Code and the REMIC
Provisions to be furnished to them, and will prepare and distribute to
Certificateholders Form 1099 (supplemental tax information) (or otherwise
furnish information within the control of the Trustee) to the extent required by
applicable law.

         (b) The Trustee shall prepare and file with the Internal Revenue
Service ("IRS"), on behalf of each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the
Upper Tier REMIC, an application on IRS Form SS-4 or shall obtain a Taxpayer
Identification Number for each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the
Upper Tier REMIC using another reasonable method. If the application is filed on
Form SS-4, the Trustee, upon receipt from the IRS of the Notice of Taxpayer
Identification Number Assigned for each REMIC, shall promptly forward copies of
such notices to the Depositor, upon request. The Trustee will file an IRS Form
8811.

         (c) The Depositor shall prepare or cause to be prepared the initial
current report on Form 8-K. Thereafter, within 15 days after each Distribution
Date, the Trustee shall, in accordance with industry standards, file with the
Securities and Exchange Commission (the "Commission") via the Electronic Data
Gathering and Retrieval System (EDGAR), a Form 8-K with a copy of the statement
to the

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Certificateholders for such Distribution Date as an exhibit thereto. Prior to
January 31, 2005, the Trustee shall, in accordance with industry standards, file
a Form 15 Suspension Notification with respect to the Trust Fund, if applicable.
Prior to March 31, 2004, the Trustee shall file a Form 10-K executed by the
Depositor, in substance conforming to industry standards, with respect to the
Trust Fund. The Depositor shall be responsible for preparing all filings and
certificates required by the Sarbanes-Oxley Act of 2002. The Trustee agrees to
promptly furnish to the Depositor, from time to time upon request, such further
information, reports, and financial statements within its control related to
this Agreement and the Mortgage Loans as the Depositor reasonably deems
appropriate to prepare and file all necessary reports with the Commission.

         Section 6.20 Annual Certificate by Trustee.

         (a) By March 15th of each year for which a Form 10-K is to be filed
with a certification by the Depositor, an officer of the Trustee shall execute
and deliver an Officer's Certificate, signed by the senior officer in charge of
the Trustee 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 P.

         (b) The Trustee shall indemnify and hold harmless the Depositor and its
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 Trustee or any of its officers, directors, agents or affiliates of its
obligations under this Section 6.20 any material misstatement or omission in the
Officer's Certificate required under this Section or the negligence, bad faith
or willful misconduct of the Trustee in connection therewith. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, then the Trustee 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 Trustee on the one had and the Depositor on
the other in connection with a breach of the Trustee's obligations under this
Section 6.20, any material misstatement or omission in the Officer's Certificate
required under this Section or the Trustee's negligence, bad faith or willful
misconduct in connection therewith.

                                   ARTICLE VII

                         PURCHASE OF MORTGAGE LOANS AND
                          TERMINATION OF THE TRUST FUND

         Section 7.01 Purchase of Mortgage Loans; Termination of Trust Fund Upon
                      Purchase or Liquidation of All Mortgage Loans.

         (a) The respective obligations and responsibilities of the Trustee
created hereby (other than the obligation of the Trustee to make payments to
Certificateholders as set forth in Section 7.02), shall terminate on the
earliest of (i) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust Fund and the disposition of all REO Property, (ii) the
sale of the property held by the Trust Fund at auction in accordance with
Section 7.01(c) and (iii) the Latest Possible Maturity Date; provided, however,
that in no event shall the Trust Fund created hereby continue beyond 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. Any termination of the Trust Fund shall be
carried out in such a manner so that the termination of each REMIC included
therein shall qualify as a "qualified liquidation" under the REMIC Provisions.

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         (b) [Reserved]

         (c) Any termination of the Trust Fund pursuant to clause (a)(ii) above
shall be effected by the auction by the Trustee of all of the Mortgage Loans and
REO Properties in accordance with the procedures to be agreed upon by the
Trustee and the Depositor. The Trustee shall accept any bid, which equals or
exceeds the "Optional Termination Price" as determined by the Servicer.
Notwithstanding anything to the contrary herein, the Optional Termination Price
received by the Trustee shall be deposited by the Trustee directly into the
Distribution Account no later than the Business Day prior to the date of
termination.

         The right of the Trustee to conduct an auction pursuant to the
preceding paragraph shall be conditioned upon the aggregate outstanding Stated
Principal Balance of the Mortgage Loans, at the time of such auction,
aggregating ten (10) percent or less of the Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

         (d) The Servicer and the Trustee shall be reimbursed from the Optional
Termination Price for any Advances, Servicer Advances, accrued and unpaid
Servicing Fees, the cost of any auction conducted pursuant to (c) above or other
amounts with respect to the Mortgage Loans that are reimbursable to such parties
under this Agreement or the Servicing Agreement.

         Section 7.02 Procedure Upon Termination of Trust Fund.

         (a) Notice of any optional termination pursuant to the provisions of
Section 7.01(c) specifying the Distribution Date upon which the final
distribution shall be made or the Purchase Date shall be given promptly by the
Trustee by first class mail to Certificateholders mailed no later than the first
day of the month in which the Distribution Date selected for purchase of the
Mortgage Loans occurs or upon (x) the sale of all of the property of the Trust
Fund by the Trustee or in the case of a sale of assets of the Trust Fund, or (y)
upon the final payment or other liquidation of the last Mortgage Loan or REO
Property in the Trust Fund. Such notice shall specify (A) the Purchase Date and
the Distribution Date upon which final distribution on the Certificates of all
amounts required to be distributed to Certificateholders pursuant to Section
5.02 will be made upon presentation and surrender of the Certificates at the
Corporate Trust Office, and (B) that the Record Date otherwise applicable to
such Distribution Date is not applicable, distribution being made only upon
presentation and surrender of the Certificates at the office or agency of the
Trustee therein specified. The Trustee shall give such notice to the Certificate
Registrar at the time such notice is given to Holders of the Certificates. Upon
any such termination, the duties of the Trustee and the Certificate Registrar
with respect to the Certificates shall terminate and the Trustee shall terminate
the Distribution Account and any other account or fund maintained with respect
to the Certificates, subject to the Trustee's obligation hereunder to hold all
amounts payable to Certificateholders in trust without interest pending such
payment.

         (b) In the event that all of the Holders do not surrender their
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, the Trustee 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
one year after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps to contact
the remaining Certificateholders concerning surrender of such Certificates, and
the cost thereof shall be paid out of the amounts distributable to such Holders.
If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall, subject to applicable state law
relating to escheatment, hold all amounts distributable to such Holders for the
benefit of such Holders. No interest shall accrue on any amount held by the
Trustee and not distributed to a

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Certificateholder due to such Certificateholder's failure to surrender its
Certificate(s) for payment of the final distribution thereon in accordance with
this Section.

         (c) Any reasonable expenses incurred by the Trustee, to the extent that
such expenses, if paid or reimbursed by the Trust Fund, would constitute
"unanticipated expenses" within the meaning of Treasury Regulations Section
1.860G-1(b)(3)(ii), in connection with any redemption or termination or
liquidation of the Trust Fund shall be reimbursed from proceeds received from
the liquidation of the Trust Fund.

         Section 7.03 Additional Trust Fund Termination Requirements.

         (a) Any termination of the Trust Fund shall be effected in accordance
with the following additional requirements, unless the Trustee seeks at the
request of the party exercising option to auction all of the Mortgage Loans
pursuant to Section 7.01(c) and receives an Opinion of Counsel (at the expense
of such requesting party), addressed to the Trustee, to the effect that the
failure of the Trust Fund to comply with the requirements of this Section 7.03
will not (I) result in the imposition of taxes on any REMIC under the REMIC
Provisions or (II) cause any REMIC established hereunder to fail to qualify as a
REMIC at any time that any Certificates are outstanding:

                  (i)      Within 89 days prior to the time of the making of the
         final payment on the Certificates, upon notification by the Depositor
         that it intends to exercise its option to cause the termination of the
         Trust Fund, the Trustee shall adopt a plan of complete liquidation
         prepared by the Depositor of the Trust Fund on behalf of each REMIC,
         meeting the requirements of a qualified liquidation under the REMIC
         Provisions;

                  (ii)     Any sale of the assets of the Trust Fund pursuant to
         Section 7.01 or 7.02 shall be a sale for cash and shall occur at or
         after the time of adoption of such a plan of complete liquidation and
         prior to the time of making of the final payment on the Certificates;

                  (iii)    On the date specified for final payment of the
         Certificates, the Trustee shall make final distributions of principal
         and interest on the Certificates in accordance with Section 5.02 and,
         after payment of, or provision for any outstanding expenses, distribute
         or credit, or cause to be distributed or credited, to the Holders of
         the Residual Certificates all cash on hand after such final payment
         (other than cash retained to meet claims), and the Trust Fund (and each
         REMIC) shall terminate at that time; and

                  (iv)     In no event may the final payment on the Certificates
         or the final distribution or credit to the Holders of the Residual
         Certificates be made after the 89th day from the date on which the plan
         of complete liquidation is adopted.

         (b) By its acceptance of a Residual Certificate, each Holder thereof
hereby agrees to accept the plan of complete liquidation adopted by the Trustee
under this Section and to take such other action in connection therewith as may
be reasonably requested by the Trustee.

         Section 7.04 [RESERVED].

                                  ARTICLE VIII

                          RIGHTS OF CERTIFICATEHOLDERS

         Section 8.01 Limitation on Rights of Holders.

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         (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or this Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of this
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them. Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the Trustee or 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 person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

         (b) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing itself of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon, 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, and unless
also the Holders of Certificates evidencing not less than 25% of the Class
Principal Amount or Class Notional Amount (or Percentage Interest) of
Certificates of each Class affected thereby shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty 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 and no direction inconsistent
with such written request has been given such Trustee during such sixty-day
period by such Certificateholders; 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 of
any provision of this Agreement to affect, disturb or prejudice the rights of
the Holders of any other of such 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 benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

         Section 8.02 Access to List of Holders.

         (a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar will furnish or cause to be furnished to the Trustee,
within fifteen days after receipt by the Certificate Registrar of a request by
the Trustee in writing, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Certificateholders of each Class as
of the most recent Record Date.

         (b) If three or more Holders or Certificate Owners (hereinafter
referred to as "Applicants") apply in writing to the Trustee, and such
application states that the Applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the Certificates and
is accompanied by a copy of the communication which such Applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt of
such application, afford such Applicants reasonable access during the normal
business hours of the Trustee to the most recent list of Certificateholders held
by the Trustee or shall, as an alternative, send, at the Applicants' expense,
the written communication proffered by the Applicants to all Certificateholders
at their addresses as they appear in the Certificate Register.

         (c) Every Holder or Certificate Owner, if the Holder is a Clearing
Agency, by receiving and holding a Certificate, agrees with the Depositor, the
Certificate Registrar and the Trustee that neither the

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Depositor, the Certificate Registrar nor the Trustee shall be held accountable
by reason of the disclosure of any information as to the names and addresses of
the Certificateholders hereunder, regardless of the source from which such
information was derived.

         Section 8.03 Acts of Holders of Certificates.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders or Certificate Owners, if the Holder is a Clearing Agency, may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee. Such
instrument or instruments (as the action embodies therein and evidenced thereby)
are herein sometimes referred to as an "Act" of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agents shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee, if made in the manner provided
in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments or deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by an officer of a corporation or a member of a partnership on
behalf of such corporation or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the
execution of any such instrument or writing, or the authority of the individual
executing the same, may also be proved in any other manner which the Trustee
deems sufficient.

         (c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee) shall be proved by the
Certificate Register, and neither the Trustee nor the Depositor shall be
affected by any notice to the contrary.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Trustee in
reliance thereon, whether or not notation of such action is made upon such
Certificate.

                                   ARTICLE IX

                                   [RESERVED]

                                    ARTICLE X

                              REMIC ADMINISTRATION

         Section 10.01 REMIC Administration.

         (a) REMIC elections as set forth in the Preliminary Statement shall be
made on Forms 1066 or other appropriate federal tax or information return for
the taxable year ending on the last day of the

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calendar year in which the Certificates are issued. The regular interests and
residual interest in each REMIC shall be as designated in the Preliminary
Statement and Section 1.01.

         (b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC within the meaning of section 860G(a)(9) of the Code. The latest possible
maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will be the
Latest Possible Maturity Date.

         (c) The Trustee shall represent the Trust Fund in any administrative or
judicial proceeding relating to an examination or audit by any governmental
taxing authority with respect thereto. The Trustee shall pay any and all
tax-related expenses (not including taxes) of each REMIC, including but not
limited to any professional fees or expenses related to audits or any
administrative or judicial proceedings with respect to such REMIC that involve
the Internal Revenue Service or state tax authorities, but only to the extent
that (i) such expenses are ordinary or routine expenses, including expenses of a
routine audit but not expenses of litigation (except as described in (ii)); or
(ii) such expenses or liabilities (including taxes and penalties) are
attributable to the negligence or willful misconduct of the Trustee in
fulfilling its duties hereunder (including its duties as tax return preparer).
The Trustee shall be entitled to reimbursement of expenses to the extent
provided in clause (i) above from the Distribution Account, provided, however,
the Trustee shall not be entitled to reimbursement for expenses incurred in
connection with the preparation of tax returns and other reports as required by
Section 6.19 and this Section.

         (d) The Trustee shall prepare, sign and file all of each REMIC's
federal and appropriate state tax and information returns as such REMIC's direct
representative. The expenses of preparing and filing such returns shall be borne
by the Trustee.

         (e) The Trustee or its designee shall perform on behalf of each REMIC
all reporting and other tax compliance duties that are the responsibility of
such REMIC under the Code, the REMIC Provisions, or other compliance guidance
issued by the Internal Revenue Service or any state or local taxing authority.
Among its other duties, if required by the Code, the REMIC Provisions, or other
such guidance, the Trustee shall provide, upon receipt of additional reasonable
compensation, to the Treasury or other governmental authority such information
as is necessary for the application of any tax relating to the transfer of a
Residual Certificate to any disqualified person or organization pursuant to
Treasury Regulation 1.860E-2(a)(5) and any person designated in Section
860E(e)(3) of the Code.

         (f) The Trustee and the Holders of Certificates shall take any action
or cause any REMIC to take any action necessary to create or maintain the status
of any REMIC as a REMIC under the REMIC Provisions and shall assist each other
as necessary to create or maintain such status. Neither the Trustee nor the
Holder of any Residual Certificate shall knowingly take any action, cause any
REMIC to take any action or fail to take (or fail to cause to be taken) any
action that, under the REMIC Provisions, if taken or not taken, as the case may
be, could (i) endanger the status of any REMIC as a REMIC or (ii) result in the
imposition of a tax upon any REMIC (including but not limited to the tax on
prohibited transactions as defined in Code Section 860F(a)(2) and the tax on
prohibited contributions set forth on Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Trustee has received an Opinion of
Counsel (at the expense of the party seeking to take such action) to the effect
that the contemplated action will not endanger such status or result in the
imposition of such a tax. In addition, prior to taking any action with respect
to any REMIC or the assets therein, or causing any REMIC to take any action,
which is not expressly permitted under the terms of this Agreement, any Holder
of a Residual Certificate will consult with the Trustee, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur with
respect to any REMIC, and no such Person shall take any such action or cause any
REMIC to take any such action as to which the Trustee has advised it in writing
that an Adverse REMIC Event could occur; provided, however, that if no Adverse
REMIC Event would occur but such action could result in the imposition of
additional taxes on the Residual Certificateholders, no

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<PAGE>

such Person shall take any such action, or cause any REMIC to take any such
action without the written consent of the Residual Certificateholders.

         (g) Each Holder of a Residual Certificate shall pay when due any and
all taxes imposed on the related REMIC by federal or state governmental
authorities. To the extent that such taxes are not paid by a Residual
Certificateholder, the Trustee or the Paying Agent shall pay any remaining REMIC
taxes out of current or future amounts otherwise distributable to the Holder of
the Residual Certificate in any such REMIC or, if no such amounts are available,
out of other amounts held in the Collection Account, and shall reduce amounts
otherwise payable to holders of regular interests in any such REMIC, as the case
may be.

         (h) The Trustee shall, for federal income tax purposes, maintain books
and records with respect to each REMIC on a calendar year and on an accrual
basis.

         (i) No additional contributions of assets shall be made to any REMIC,
except as expressly provided in this Agreement.

         (j) The Trustee shall not enter into any arrangement by which any REMIC
will receive a fee or other compensation for services.

         (k)

                  (i)      The Trustee shall treat the Class A-1 Certificates as
         representing ownership, through a grantor trust, of the Upper Tier
         REMIC Class A-1 Interest. The Trustee shall treat the rights of the
         Holders of the Class A-1 Certificates to receive distributions
         attributable to accruals of interest at rates in excess of the Pool 1
         Adjusted Net WAC, including all payments in respect of Basis Risk
         Shortfalls and Unpaid Basis Risk Shortfalls, as interests in interest
         rate cap contracts written by the Holders of each of the Class X-A-1
         and Class X-A-2 Certificates (as holders of interests in the Pool 1
         REMIC NAS Component or the Pool 1 REMIC Companion Component) in favor
         of the Holders of the Class A-1 Certificates. Amounts otherwise payable
         with respect to the Pool 1 REMIC Companion Component will be treated as
         used to make payments in respect of the interest rate cap contracts
         written in favor of the holders of the Class A-1 Certificates before
         amounts payable with respect to the Pool 1 REMIC NAS Component are so
         treated.

                  (ii)     The Trustee shall treat the Class A-2 Certificates as
         representing ownership, through a grantor trust, of the Upper Tier
         REMIC Class A-2 Interest. The Trustee shall treat the rights of the
         Holders of the Class A-2 Certificates to receive distributions
         attributable to accruals of interest at rates in excess of the Pool 2
         Adjusted Net WAC, including all payments in respect of Basis Risk
         Shortfalls and Unpaid Basis Risk Shortfalls, as interests in interest
         rate cap contracts written by the Holders of each of the Class X-A-1
         and Class X-A-2 Certificates (as holders of interests in the Pool 2
         REMIC NAS Component or the Pool 2 REMIC Companion Component) in favor
         of the Holders of the Class A-2 Certificates. Amounts otherwise payable
         with respect to the Pool 2 REMIC Companion Component will be treated as
         used to make payments in respect of the interest rate cap contracts
         written in favor of the holders of the Class A-2 Certificates before
         amounts payable with respect to the Pool 2 REMIC NAS Component are so
         treated.

                  (iii)    The Trustee shall treat the Class X-A-1 Certificates
         as representing, through separate grantor trusts, the Pool 1 REMIC NAS
         Component and the Pool 2 REMIC NAS Component. The Trustee shall treat
         the Class X-A-2 Certificates as representing, through separate

                                       86
<PAGE>

         grantor trusts, the Pool 1 REMIC NAS Component and the Pool 2 REMIC NAS
         Component. The Trustee shall treat the Class X-A-2 Certificates as
         representing, through separate grantor trusts, the Pool 1 REMIC
         Companion Component and the Pool 2 REMIC Companion Component. The
         Trustee will treat all amounts distributed in respect of the Pool 1 NAS
         Component that either (x) reverse the effect of the provisos of Section
         5.02(a)(i) or 5.02(b) on the amount of prior distributions in respect
         of the Pool 1 NAS Component or (y) reverse the effect of the Current
         Interest Restriction as amounts paid under an interest rate cap
         agreement written by the holders of the Class X-A-2 Certificates in
         favor of the holders of the Class X-A-1 Certificates. The Trustee will
         treat all amounts distributed in respect of the Pool 2 NAS Component
         that either (x) reverse the effect of the provisos of Section
         5.02(a)(i) or 5.02(b) on the amount of prior distributions in respect
         of the Pool 2 NAS Component or (y) reverse the effect of the Current
         Interest Restriction as amounts paid under an interest rate cap
         agreement written by the holders of the Class X-A-2 Certificates in
         favor of the holders of the Class X-A-1 Certificates.

                  (iv)     The Trustee shall treat each of the Class B-1, Class
         B-2 and Class B-3 Certificates as representing ownership, through
         grantor trusts, of the Upper Tier REMIC Class B-1 Interest, Upper Tier
         REMIC Class B-2 Interest and Upper Tier REMIC Class B-3 Interest
         respectively. The Trustee shall treat the rights of the Holders of the
         Class B-1, Class B-2 and Class B-3 Certificates to receive payments in
         respect of Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls as
         interests in cap contracts written by the Holders of the Class X-B
         Certificate in favor of the Holders of the Class B-1, Class B-2 and
         Class B-3 Certificates.

                  (v)      For purposes of determining the issue prices of the
         REMIC regular interests or portions thereof represented by the
         Certificates, the interest rate cap contracts described in this Section
         10.01(k) shall be assumed to have a zero value unless and until
         required otherwise by an applicable taxing authority.

                  (vi)     Each holder or beneficial owner of a Class A-1, Class
         A-2, Class X-A-1, Class X-A-2, Class X-B, Class B-1, Class B-2 or Class
         B-3 Certificate agrees, by its acceptance of such Certificate or a
         beneficial interest therein, to treat, for tax purposes, such
         Certificate in a manner consistent with the treatment described in this
         Section 10.01(k).

                  (vii)    For federal income tax purposes, the Trustee shall
         treat distributions from the Trust Fund as occurring as required by the
         terms of the Upper Tier REMIC Interests, with any difference between
         such and actual distributions being treated as resulting from payments
         in respect of the interest rate cap agreements described in this
         Section 10.01(k). For tax information reporting purposes, the Trustee
         shall treat the rights of the holders of the Class A-1, Class A-2,
         Class X-A-1, Class B-1, Class B-2 and Class B-3 Certificates to receive
         payments deemed made in respect of interest rate cap agreements or cap
         contracts as described in this Section 10.01(k) as having zero value.

         (l) The Class A-R Holder shall act as "tax matters person" with respect
to each REMIC and irrevocably appoints the Trustee to act as its agent in such
roles.

         (m) Neither the Trustee nor the Depositor, as assignees under the
Servicing Agreement, shall provide any consent pursuant to the Servicing
Agreement or knowingly take any action under such Servicing Agreement that would
conflict with or violate the provisions of this Article X.

         Section 10.02 Prohibited Transactions and Activities.

         Neither the Depositor nor the Trustee shall sell, dispose of, or
substitute for any of the Mortgage Loans, except in a disposition pursuant to
(i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of each REMIC pursuant to Article VII of this Agreement,
(iv) a

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<PAGE>

substitution pursuant to Article II of this Agreement or (v) a repurchase of
Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets
for any REMIC, nor sell or dispose of any investments in the Distribution
Account for gain, nor accept any contributions to any REMIC after the Closing
Date, unless it has received an Opinion of Counsel (at the expense of the party
causing such sale, disposition, or substitution) that such disposition,
acquisition, substitution, or acceptance will not (a) affect adversely the
status of any such REMIC as a REMIC or of the interests therein other than the
Residual Certificate as the regular interests therein, (b) affect the
distribution of interest or principal on the Certificates, (c) result in the
encumbrance of the assets transferred or assigned to the Trust Fund (except
pursuant to the provisions of this Agreement) or (d) cause any such REMIC to be
subject to any tax including a tax on prohibited transactions or prohibited
contributions pursuant to the REMIC Provisions.

         Section 10.03 Indemnification with Respect to Prohibited Transactions
                       or Loss of REMIC Status.

         In the event that a REMIC 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 Trustee of its duties and obligations set forth
herein, the Trustee shall indemnify the Certificateholders of the related
Residual Certificate against any and all losses, claims, damages, liabilities or
expenses ("Losses") resulting from such negligence; provided, however, that the
Trustee shall not be liable for any such Losses attributable to the action or
inaction of the Depositor or the Holder of the Residual Certificate, nor for any
such Losses resulting from misinformation provided by any of the foregoing
parties on which the Trustee has relied. Notwithstanding the foregoing, however,
in no event shall the Trustee 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, the Mortgage Loan
Purchase and Sale Agreement or the Servicing Agreement, (2) for any Losses other
than arising out of malfeasance, willful misconduct or negligent performance by
the Trustee with respect to its duties and obligations set forth herein, and (3)
for any special or consequential damages to Certificateholders of the related
Residual Certificate (in addition to payment of principal and interest on the
Certificates).

         Section 10.04 REO Property.

         (a) Notwithstanding any other provision of this Agreement, the Trustee
shall not, except to the extent provided in the Servicing Agreement, knowingly
permit any Servicer to rent, lease, or otherwise earn income on behalf of any
REMIC with respect to any REO Property which might cause such REO Property to
fail to qualify as "foreclosure property" within the meaning of section
860G(a)(8) of the Code or result in the receipt by any REMIC of any "income from
non-permitted assets" within the meaning of section 860F(a)(2) of the Code or
any "net income from foreclosure property" which is subject to tax under the
REMIC Provisions unless the Servicer has provided to the Trustee an Opinion of
Counsel concluding that, under the REMIC Provisions, such action would not
adversely affect the status of any REMIC as a REMIC and any income generated for
any REMIC by the REO Property would not result in the imposition of a tax upon
such REMIC.

         (b) The Depositor shall cause the Servicer (to the extent provided in
the Servicing Agreement) to make reasonable efforts to sell any REO Property for
its fair market value. In any event, however, the Depositor shall, or shall
cause the Servicer (to the extent provided in the Servicing Agreement) to,
dispose of any REO Property within three years of its acquisition by the Trust
Fund unless the Depositor or the Servicer (on behalf of the Trust Fund) has
received a grant of extension from the Internal Revenue Service to the effect
that, under the REMIC Provisions and any relevant proposed legislation and under
applicable state law, the REMIC may hold REO Property for a longer period
without adversely affecting

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<PAGE>

the REMIC status of such REMIC or causing the imposition of a Federal or state
tax upon such REMIC. If such an extension has been received, then the Depositor,
acting on behalf of the Trustee hereunder, shall, or shall cause the Servicer
to, continue to attempt to sell the REO Property for its fair market value for
such period longer than three years as such extension permits (the "Extended
Period"). If such an extension has not been received and the Depositor or the
Servicer, acting on behalf of the Trust Fund hereunder, is unable to sell the
REO Property within 33 months after its acquisition by the Trust Fund or if such
an extension, has been received and the Depositor or the Servicer is unable to
sell the REO Property within the period ending three months before the close of
the Extended Period, the Depositor shall cause the Servicer, before the end of
the three year period or the Extended Period, as applicable, to (i) purchase
such REO Property at a price equal to the REO Property's fair market value or
(ii) auction the REO Property to the highest bidder (which may be the Servicer)
in an auction reasonably designed to produce a fair price prior to the
expiration of the three-year period or the Extended Period, as the case may be.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         Section 11.01 Binding Nature of Agreement; Assignment.

         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

         Section 11.02 Entire Agreement.

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

         Section 11.03 Amendment.

         (a) This Agreement may be amended from time to time by the Depositor
and the Trustee, without notice to or the consent of any of the Holders, (i) to
cure any ambiguity or mistake, (ii) to cause the provisions herein to conform to
or be consistent with or in furtherance of the statements made with respect to
the Certificates, the Trust Fund or this Agreement in any Offering Document, or
to correct or supplement any provision herein which may be inconsistent with any
other provisions herein or with the provisions of the Servicing Agreement, (iii)
to add any other provisions with respect to matters or questions arising under
this Agreement, (iv) to modify alter, amend, add to or rescind any of the terms
or provisions contained in this Agreement or (v) to add, delete, or amend any
provisions to the extent necessary or desirable to comply with any requirements
imposed by the Code and the REMIC Provisions. No such amendment effected
pursuant to the preceding sentence shall, as evidenced by an Opinion of Counsel,
adversely affect the status of any REMIC created pursuant to this Agreement, nor
shall such amendment effected pursuant to clauses (iii) or (iv) of such sentence
adversely affect in any material respect the interests of any Holder unless such
Holder has consented thereto. Prior to entering into any amendment without the
consent of Holders pursuant to this paragraph, the Trustee shall be provided
with an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that such amendment is permitted under this Section.
Any such amendment shall be deemed not to adversely affect in any material
respect any Holder, if the Trustee receives written confirmation from each
Rating Agency

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<PAGE>

that such amendment will not cause such Rating Agency to reduce the then current
rating assigned to the Certificates.

         (b) This Agreement may also be amended from time to time by the
Depositor and the Trustee, with the consent of the Holders of not less than
66-2/3% of the Class Principal Amount (or Percentage Interest) of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders; provided, however, that no
such amendment shall be made unless the Trustee receives an Opinion of Counsel,
at the expense of the party requesting the change, that such change will not
adversely affect the status of any REMIC as a REMIC or cause a tax to be imposed
on such REMIC; and provided further, that no such amendment may (i) reduce in
any manner the amount of, or delay the timing of, payments received on Mortgage
Loans which are required to be distributed on any Certificate, without the
consent of the Holder of such Certificate or (ii) reduce the aforesaid
percentages of Class Principal Amount or Class Notional Amount (or Percentage
Interest) of Certificates of each Class, the Holders of which are required to
consent to any such amendment without the consent of the Holders of 100% of the
Class Principal Amount or Class Notional Amount (or Percentage Interest) of each
Class of Certificates affected thereby. For purposes of this paragraph,
references to "Holder" or "Holders" shall be deemed to include, in the case of
any Class of Book-Entry Certificates, the related Certificate Owners.

         (c) Promptly after the execution of any such amendment, the Trustee
shall furnish written notification of the substance of such amendment to each
Holder, the Depositor and the Rating Agencies.

         (d) It shall not be necessary for the consent of Holders under this
Section 11.03 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be subject to such reasonable regulations as
the Trustee may prescribe.

         (e) Notwithstanding anything to the contrary in the Servicing
Agreement, the Trustee shall not consent to any amendment of the Servicing
Agreement except pursuant to the standards provided in this Section with respect
to amendment of this Agreement.

         (f) Neither the Seller not the Trustee shall consent to the assignment
by the Servicer of the Servicer's rights and obligations under the Servicing
Agreement without the prior written consent of the Depositor, which consent
shall not be unreasonably withheld.

         Section 11.04 Voting Rights.

         Except to the extent that the consent of all affected
Certificateholders is required pursuant to this Agreement, with respect to any
provision of this Agreement requiring the consent of Certificateholders
representing specified percentages of aggregate outstanding Certificate
Principal Amount or Class Notional Amount (or Percentage Interest), Certificates
owned by the Depositor, the Trustee, the Servicer or any Affiliates thereof are
not to be counted so long as such Certificates are owned by the Depositor, the
Trustee, the Servicer or any Affiliate thereof.

         Section 11.05 Provision of Information.

         (a) For so long as any of the Certificates of any Series or Class are
"restricted securities" within the meaning of Rule 144(a)(3) under the Act, each
of the Depositor and the Trustee agree to cooperate with each other to provide
to any Certificateholders and to any prospective purchaser of Certificates
designated by such holder, upon the request of such holder or prospective
purchaser, any information

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<PAGE>

required to be provided to such holder or prospective purchaser to satisfy the
condition set forth in Rule 144A(d)(4) under the Act. Any reasonable,
out-of-pocket expenses incurred by the Trustee in providing such information
shall be reimbursed by the Depositor.

         (b) The Trustee shall provide to any person to whom a Prospectus was
delivered, upon the request of such person specifying the document or documents
requested, (i) a copy (excluding exhibits) of any report on Form 8-K or Form
10-K filed with the Securities and Exchange Commission pursuant to Section
9.23(b) and (ii) a copy of any other document incorporated by reference in the
Prospectus. Any reasonable out-of-pocket expenses incurred by the Trustee in
providing copies of such documents shall be reimbursed by the Depositor.

         (c) On each Distribution Date, the Trustee shall deliver or cause to be
delivered by first class mail or make available on its website to the Depositor,
a copy of the report delivered to Certificateholders pursuant to Section 4.02.

         Section 11.06 Governing Law.

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

         Section 11.07 Notices.

         All requests, demands, notices, authorizations, directions, consents,
waivers and communications hereunder shall be in writing and shall be deemed to
have been duly given when received by (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, telecopy number (212) 449-9015, Attention:
Merrill Lynch Mortgage Investors Trust Series MLCC 2004-A, (b) in the case of
the Seller, Merrill Lynch Credit Corporation, 250 Vesey Street, 4 World
Financial Center, 10th Floor, New York, New York, 10080, telecopy number (212)
449-9015, Attention: Merrill Lynch Mortgage Investors Trust Series MLCC 2004-A
and (c) with respect to the Trustee and the initial Certificate Registrar, P.O.
Box 98, Columbia, Maryland 21046, Attention: Client Manager - MLMI Trust Series
MLCC 2004-A, with a copy to it at its respective Corporate Trust Office, or as
to each party such other address as may hereafter be furnished by such party to
the other parties in writing. All demands, notices and communications to a party
hereunder shall be in writing and shall be deemed to have been duly given when
delivered to such party at the relevant address, facsimile number or electronic
mail address set forth above or at such other address, facsimile number or
electronic mail address as such party may designate from time to time by written
notice in accordance with this Section 11.07.

         Section 11.08 Severability of Provisions.

         If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

         Section 11.09 Indulgences; No Waivers.

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<PAGE>

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

         Section 11.10 Headings Not To Affect Interpretation.

         The headings contained in this Agreement are for convenience of
reference only, and they shall not be used in the interpretation hereof.

         Section 11.11 Benefits of Agreement.

         Nothing in this Agreement or in the Certificates, express or implied,
shall give to any Person, other than the parties to this Agreement and their
successors hereunder and the Holders of the Certificates, any benefit or any
legal or equitable right, power, remedy or claim under this Agreement, except to
the extent specified in Section 11.15.

         Section 11.12 Special Notices to the Rating Agencies.

         (a) The Depositor shall give prompt notice to the Rating Agencies of
the occurrence of any of the following events of which it has notice:

                  (i)      any amendment to this Agreement pursuant to Section
         11.03;

                  (ii)     the occurrence of any Event of Default;

                  (iii)    any notice of termination given to the Servicer
         pursuant to Section 6.14 or any resignation of the Servicer pursuant to
         the Servicing Agreement;

                  (iv)     the appointment of any successor to the Servicer
         pursuant to Section 6.14; and

                  (v)      the making of a final payment pursuant to Section
         7.02.

         (b) All notices to the Rating Agencies provided for this Section shall
be in writing and sent by first class mail, telecopy or overnight courier, as
follows:

         If to Moody's, to:

         Moody's Investors Service, Inc.
         99 Church Street
         New York, New York 10007
         Attention:  ABS Monitoring

         If to S&P, to:

         Standard & Poor's Ratings Service,
          a Division of The McGraw-Hill
          Companies, Inc.
         55 Water Street

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<PAGE>

         New York, New York 10041
         Attention:  Residential Mortgages

         If to Fitch Ratings, to:

         Fitch, Inc.
         One State Street Plaza
         30th Floor
         New York, New York 10004
         Attention:  Surveillance Group

         (c) The Trustee shall provide or make available to the Rating Agencies
reports prepared pursuant to Section 4.02. In addition, the Trustee shall, at
the expense of the Trust Fund, make available to each Rating Agency such
information as such Rating Agency may reasonably request regarding the
Certificates or the Trust Fund, to the extent that such information is
reasonably available to the Trustee.

         Section 11.13 Conflicts.

         To the extent that the terms of this Agreement conflict with the terms
of the Servicing Agreement, the Servicing Agreement shall govern.

         Section 11.14 Counterparts.

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

         Section 11.15 No Petitions.

         The Trustee, by entering into this Agreement, hereby covenants and
agrees that it shall not at any time institute against the Depositor, or join in
any institution against the Depositor of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law in connection with
any obligations relating to this Agreement or any of the documents entered into
by the Depositor in connection with the transactions contemplated by this
Agreement.

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers hereunto 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, N.A.,
                                         as Trustee

                                         By: _________________________________
                                             Name: Sandra L. Whalen
                                             Title: Vice President


MLCC 2004-A
Trust Agreement
<PAGE>

Solely for purposes of Section 2.04,
accepted and agreed to by:

MERRILL LYNCH CREDIT CORPORATION

By: ____________________________
    Name: Kathy Ciaffa
    Title: Vice President

MLCC 2004-A
Trust Agreement
<PAGE>


                                    EXHIBIT A

                              FORMS OF CERTIFICATES

                             [INTENTIONALLY OMITTED]

                                      A-1

<PAGE>

                                    EXHIBIT B

          FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

STATE OF              )
                      )  ss.:
COUNTY OF             )

         [NAME OF OFFICER], _________________ being first duly sworn, deposes
         and says:

         1.       That he [she] is [title of officer] ________________________
                  of [name of Purchaser] _______________________________________
                  (the "Purchaser"), a _______________________ [description of
                  type of entity] duly organized and existing under the laws of
                  the [State of __________] [United States], on behalf of which
                  he [she] makes this affidavit.

         2.       That the Purchaser's Taxpayer Identification Number is [ ].

         3.       That the Purchaser is not a "disqualified organization" within
                  the meaning of Section 860E(e)(5) of the Internal Revenue Code
                  of 1986, as amended (the "Code") and will not be a
                  "disqualified organization" as of [date of transfer], and that
                  the Purchaser is not acquiring a Residual Certificate (as
                  defined in the Agreement) for the account of, or as agent
                  (including a broker, nominee, or other middleman) for, any
                  person or entity from which it has not received an affidavit
                  substantially in the form of this affidavit. For these
                  purposes, a "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 (other than an
                  instrumentality if all of its activities are subject to tax
                  and a majority of its board of directors is not selected by
                  such governmental entity), any cooperative organization
                  furnishing electric energy or providing telephone service to
                  persons in rural areas as described in Code Section
                  1381(a)(2)(C), any "electing large partnership" within the
                  meaning of Section 775 of the Code, or any organization (other
                  than a farmers' cooperative described in Code Section 521)
                  that is exempt from federal income tax unless such
                  organization is subject to the tax on unrelated business
                  income imposed by Code Section 511.

         4.       That the Purchaser either (x) is not, and on ________________
                  [date of transfer] will not be, 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 provisions of federal, state or local law substantially
                  similar to the foregoing provisions of ERISA or the Code
                  ("Similar Law"), the trustee of any such plan or a person
                  acting on behalf of any such plan or investing the assets of
                  any such plan to acquire a Residual Certificate; or (y)
                  herewith delivers to the Certificate Registrar an opinion of
                  counsel satisfactory to the Certificate Registrar, and upon
                  which the Certificate Registrar shall be entitled to rely, to
                  the effect that the purchase and holding of such Residual
                  Certificate by the Investor will not result in the assets of
                  the Trust Fund being deemed to be plan assets and subject to
                  the prohibited transaction provisions of ERISA or the Code or
                  Similar Law, and will not subject the Trustee or the Depositor
                  to any obligation in addition to those undertaken by such
                  entities in the Trust Agreement, which opinion of counsel
                  shall

                                      B-1

<PAGE>

                  not be an expense of the Trust Fund, the Trustee, the
                  Certificate Registrar or the Depositor.

         5.       That the Purchaser hereby acknowledges that under the terms of
                  the Trust Agreement dated as of March 1, 2004 (the
                  "Agreement"), by and between Merrill Lynch Mortgage Investors,
                  Inc., as Depositor and Wells Fargo Bank, N.A., as Trustee with
                  respect to Merrill Lynch Mortgage Investors Trust Series MLCC
                  2004-A Mortgage Pass-Through Certificates, no transfer of the
                  Residual Certificates shall be permitted to be made to any
                  person unless the Certificate Registrar and Trustee have
                  received a certificate from such transferee containing the
                  representations in paragraphs 3 and 4 hereof.

         6.       That the Purchaser does not hold REMIC residual securities as
                  nominee to facilitate the clearance and settlement of such
                  securities through electronic book-entry changes in accounts
                  of participating organizations (such entity, a "Book-Entry
                  Nominee").

         7.       That the Purchaser does not have the intention to impede the
                  assessment or collection of any federal, state or local taxes
                  legally required to be paid with respect to such Residual
                  Certificate.

         8.       That the Purchaser will not transfer a Residual Certificate to
                  any person or entity (i) as to which the Purchaser has actual
                  knowledge that the requirements set forth in paragraph 3,
                  paragraph 6 or paragraph 10 hereof are not satisfied or that
                  the Purchaser has reason to believe does not satisfy the
                  requirements set forth in paragraph 7 hereof, and (ii) without
                  obtaining from the prospective Purchaser an affidavit
                  substantially in this form and providing to the Trustee and
                  the Certificate Registrar a written statement substantially in
                  the form of Exhibit C to the Agreement.

         9.       That the Purchaser understands that, as the holder of a
                  Residual Certificate, the Purchaser may incur tax liabilities
                  in excess of any cash flows generated by the interest and that
                  it intends to pay taxes associated with holding such Residual
                  Certificate as they become due.

         10.      That the Purchaser (i) is not a Non-U.S. Person or (ii) is a
                  Non-U.S. Person that holds a Residual Certificate in
                  connection with the conduct of a trade or business within the
                  United States and has furnished the transferor, the Trustee
                  and the Certificate Registrar with an effective Internal
                  Revenue Service Form W-8ECI (Certificate of Foreign Person's
                  Claim for Exemption From Withholding on Income Effectively
                  Connected With the Conduct of a Trade or Business in the
                  United States) or successor form at the time and in the manner
                  required by the Code. "Non-U.S. Person" means an individual,
                  corporation, partnership or other person other than (i) a
                  citizen or resident of the United States; (ii) a corporation,
                  partnership or other entity created or organized in or under
                  the laws of the United States or any state thereof, including
                  for this purpose, the District of Columbia; (iii) an estate
                  that is subject to U.S. federal income tax regardless of the
                  source of its income; (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
                  trustees have authority to control all substantial decisions
                  of the trust; and, (v) to the extent provided in Treasury
                  regulations, certain trusts in existence on June August 20,
                  1996 that are treated as United States persons prior to such
                  date and elect to continue to be treated as United States
                  persons.

                                      B-2

<PAGE>

         11.      The Purchaser will not cause income from the Residual
                  Certificate to be attributable to a foreign permanent
                  establishment or fixed base (within the meaning of an
                  applicable income tax treaty) of the Purchaser or another U.S.
                  taxpayer.

         12.      That the Purchaser agrees to such amendments of the Trust
                  Agreement as may be required to further effectuate the
                  restrictions on transfer of any Residual Certificate to such a
                  "disqualified organization," an agent thereof, a Book-Entry
                  Nominee, or a person that does not satisfy the requirements of
                  paragraph 7 and paragraph 10 hereof.

         13.      That the Purchaser consents to the designation of the Trustee
                  to act as agent for the "tax matters person" of each REMIC
                  created by the Trust Fund pursuant to the Trust Agreement.

         14.      That the Purchaser agrees to be bound by Section 3.03(f) of
                  the Agreement.

                                      B-3

<PAGE>

         IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[title of officer] this _____ day of __________, 20__.

                                             __________________________________
                                             [name of Purchaser]

                                             By: ______________________________
                                                 Name:
                                                 Title:

         Personally appeared before me the above-named [name of officer]
________________, known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer] _________________ of the
Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.

         Subscribed and sworn before me this _____ day of __________ 20__.

NOTARY PUBLIC

____________________________

COUNTY OF _____________________

STATE OF ______________________

My commission expires the _____ day of __________ 20__.

                                      B-4

<PAGE>

                                    EXHIBIT C

              RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

                                             ______________________________
                                                        Date

Re:      Merrill Lynch Mortgage Investors Trust Series MLCC 2004-A
         Mortgage Pass-Through Certificates

         _______________________ (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
information contained in paragraph 7 thereof 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 a Residual Certificate. 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:

                                      C-1

<PAGE>

                                    EXHIBIT D

                               SERVICING AGREEMENT

         See Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4, filed herewith

                                      D-1

<PAGE>

                                    EXHIBIT E

                    MORTGAGE LOAN PURCHASE AND SALE AGREEMENT

                        See Exhibit 99.1, filed herewith

                                      E-1

<PAGE>

                                    EXHIBIT F

                      LIST OF LIMITED PURPOSE SURETY BONDS

         Ambac Assurance Corporation Surety Bond No. AB0039BE, issued February
26, 1996, for Merrill Lynch Credit Corporation.

                                      F-1

<PAGE>

                                    EXHIBIT G

                     FORM OF RULE 144A TRANSFER CERTIFICATE

Re:      Merrill Lynch Mortgage Investors Trust Series MLCC 2004-A
         Mortgage Pass-Through Certificates

         Reference is hereby made to the Trust Agreement, dated as of March 1,
2004 (the "Trust Agreement"), by and between Merrill Lynch Mortgage Investors,
Inc., as Depositor and Wells Fargo Bank, N.A., as Trustee. Capitalized terms
used but not defined herein shall have the meanings given to them in the Trust
Agreement.

         This letter relates to $__________ initial Certificate Balance of Class
Certificates which are held in the form of Definitive Certificates registered in
the name of                  (the "Transferor"). The Transferor has requested a
transfer of such Definitive Certificates for Definitive Certificates of such
Class registered in the name of [insert name of transferee].

         In connection with such request, and in respect of such Certificates,
the Transferor hereby certifies that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Trust Agreement
and the Certificates and (ii) Rule 144A under the Securities Act to a purchaser
that the Transferor reasonably believes is a "qualified institutional buyer"
within the meaning of Rule 144A purchasing for its own account or for the
account of a "qualified institutional buyer," which purchaser is aware that the
sale to it is being made in reliance upon Rule 144A, in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other applicable jurisdiction.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Underwriters and the Depositor.

                                             _________________________________
                                             [Name of Transferor]

                                             By: _____________________________
                                                 Name:
                                                 Title:

Dated: ___________, ____

                                      G-1

<PAGE>

                                    EXHIBIT H

                         FORM OF PURCHASER'S LETTER FOR
                        INSTITUTIONAL ACCREDITED INVESTOR

                                                                Date

Dear Sirs:

         In connection with our proposed purchase of $______________ principal
amount of Merrill Lynch Mortgage Investors Trust Series MLCC 2004-A Mortgage
Pass-Through Certificates (the "Privately Offered Certificates") of Merrill
Lynch Mortgage Investors, Inc. (the "Depositor"), we confirm that:

(1)      We understand that the Privately Offered Certificates have not been,
         and will not be, registered under the Securities Act of 1933, as
         amended (the "Securities Act"), and may not be sold except as permitted
         in the following sentence. We agree, on our own behalf and on behalf of
         any accounts for which we are acting as hereinafter stated, that if we
         should sell any Privately Offered Certificates within two years of the
         later of the date of original issuance of the Privately Offered
         Certificates or the last day on which such Privately Offered
         Certificates are owned by the Depositor or any affiliate of the
         Depositor we will do so only (A) to the Depositor, (B) to "qualified
         institutional buyers" (within the meaning of Rule 144A under the
         Securities Act) in accordance with Rule 144A under the Securities Act
         ("QIBs"), (C) pursuant to the exemption from registration provided by
         Rule 144 under the Securities Act, or (D) to an institutional
         "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or
         (7) of Regulation D under the Securities Act that is not a QIB (an
         "Institutional Accredited Investor") which, prior to such transfer,
         delivers to the Certificate Registrar under the Trust Agreement, dated
         as of March 1, 2004, by and between Merrill Lynch Mortgage Investors,
         Inc., as Depositor and Wells Fargo Bank, N.A., as Trustee, a signed
         letter in the form of this letter; and we further agree, in the
         capacities stated above, to provide to any person purchasing any of the
         Privately Offered Certificates from us a notice advising such purchaser
         that resales of the Privately Offered Certificates are restricted as
         stated herein.

(2)      We understand that, in connection with any proposed resale of any
         Privately Offered Certificates to an Institutional Accredited Investor,
         we will be required to furnish to the Certificate Registrar a
         certification from such transferee in the form hereof to confirm that
         the proposed sale is being made pursuant to an exemption from, or in a
         transaction not subject to, the registration requirements of the
         Securities Act. We further understand that the Privately Offered
         Certificates purchased by us will bear a legend to the foregoing
         effect.

(3)      We are acquiring the Privately Offered Certificates for investment
         purposes and not with a view to, or for offer or sale in connection
         with, any distribution in violation of the Securities Act. We have such
         knowledge and experience in financial and business matters as to be
         capable of evaluating the merits and risks of our investment in the
         Privately Offered Certificates, and we and any account for which we are
         acting are each able to bear the economic risk of such investment.

                                      H-1

<PAGE>

(4)      We are an Institutional Accredited Investor and we are acquiring the
         Privately Offered Certificates purchased by us for our own account or
         for one or more accounts (each of which is an Institutional Accredited
         Investor) as to each of which we exercise sole investment discretion.

(5)      We have received such information as we deem necessary in order to make
         our investment decision.

(6)      If we are acquiring ERISA-Restricted Certificates, we understand that
         in accordance with ERISA, the Code and the Exemption, no Plan and no
         person acting on behalf of such a Plan may acquire such Certificate
         except in accordance with Section 3.03(d) of the Trust Agreement.

         Terms used in this letter which are not otherwise defined herein have
the respective meanings assigned thereto in the Trust Agreement.

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

                                             Very truly yours,

                                             __________________________________
                                             [Purchaser]

                                             By: ______________________________
                                                 Name:
                                                 Title:

                                      H-2

<PAGE>

                                    EXHIBIT I

                        FORM OF ERISA TRANSFER AFFIDAVIT

STATE OF NEW YORK          )
                           )   ss.:
COUNTY OF NEW YORK         )

         The undersigned, being first duly sworn, deposes and says as follows:

         1. The undersigned is the ______________________ of ______________ (the
"Investor"), a [corporation duly organized] and existing under the laws of
__________, on behalf of which he makes this affidavit.

         2. The Investor either (x) is not, and on ___________ [date of
transfer] will not be, 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 Internal Revenue Code of 1986, as amended (the "Code") or
any provisions of applicable federal, state or local law substantially similar
to the foregoing provisions of ERISA or the Code ("Similar Law"), the trustee of
any such plan or a person acting on behalf of any such plan or investing the
assets of any such plan; (y) if the Certificate (other than the Class A-R
Certificate) has been the subject of an ERISA-Qualifying Underwriting, is an
insurance company that is purchasing the Certificate with funds contained in an
"insurance company general account" as defined in Section V(e) of Prohibited
Transaction Class Exemption ("PTCE") 95-60 and the purchase and holding of the
Certificate are covered under Sections I and III of PTCE 95-60; or (z) herewith
delivers to the Certificate Registrar an opinion of counsel satisfactory to the
Certificate Registrar, and upon which the Certificate Registrar shall be
entitled to rely, to the effect that the purchase and holding of such
Certificate by the Investor will not result in the assets of the Trust Fund
being deemed to be plan assets and subject to the prohibited transaction
provisions of ERISA or the Code or Similar Law, and will not subject the Trustee
or the Depositor to any obligation in addition to those undertaken by such
entities in the Trust Agreement, which opinion of counsel shall not be an
expense of the Trust Fund, the Trustee, the Certificate Registrar or the
Depositor.

         3. The Investor hereby acknowledges that under the terms of the Trust
Agreement dated as of March 1, 2004 (the "Agreement"), by and between Merrill
Lynch Mortgage Investors, Inc., as Depositor and Wells Fargo Bank, N.A., as
Trustee, no transfer of the ERISA-Restricted Certificates shall be permitted to
be made to any person unless the Certificate Registrar has received a
certificate from such transferee in the form hereof.

                                      I-1

<PAGE>

         IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to proper authority, by its duly authorized
officer, duly attested, this ____ day of _______________ 20___.

                                             _________________________________
                                             [Investor]

                                             By: _____________________________
                                                 Name:
                                                 Title:

ATTEST:

__________________________

STATE OF                      )
                              )  ss.:
COUNTY OF                     )

                  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 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 _________
         20___.

                                             _________________________________
                                             NOTARY PUBLIC

                                             My commission expires the
                                             _____ day of __________, 20___.

                                      I-2

<PAGE>

                                    EXHIBIT J

                        FORM OF LETTER OF REPRESENTATIONS
                        WITH THE DEPOSITORY TRUST COMPANY

                             [INTENTIONALLY OMITTED]

                                      J-1

<PAGE>

                                    EXHIBIT K

                              INITIAL CERTIFICATION
            MERRILL LYNCH MORTGAGE INVESTORS TRUST SERIES MLCC 2004-A

                                                                          [DATE]

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

         Cendant Mortgage Corporation
         3000 Leadenhall Road
         Mt. Laurel, New Jersey 08054

         Reference is made to the Trust Agreement between Merrill Lynch Mortgage
Investors, Inc. (the "Depositor") and Wells Fargo Bank, N.A., as Trustee (the
"Trustee"), dated as of March 1, 2004 (the "Trust Agreement"), pursuant to which
the Depositor has delivered to the Trustee, with respect to each Mortgage Loan
set forth on Schedule A hereto (the "Mortgage Loan Schedule"), the documents set
forth in Section 2.01 of the Trust Agreement.

         With respect to each Mortgage Loan listed on the Mortgage Loan Schedule
and except as otherwise noted on the Schedule of Exceptions set forth on
Schedule B hereto, the Trustee confirms that (1) the Trustee has received all of
the documents required to be delivered to the Trustee pursuant to Section 2.01
of the Trust Agreement, (2) the Trustee has reviewed each Trustee's Mortgage
File in accordance with Section 2.02(a) of the Trust Agreement, and the
documents contained in each Trustee's Mortgage File conform to the requirements
set forth in such Section 2.02(a), and (3) the Trustee has physical possession
of the documents in each Trustee's Mortgage File. The Trustee has not
independently verified the validity, enforceability, sufficiency, recordability,
due authorization or genuineness or any document in any Trustee's Mortgage File
or any related Mortgage Loan, nor the collectibility, insurability,
effectiveness or suitability of any related Mortgage Loan.

         All terms used herein and not otherwise defined herein shall have the
respective meaning ascribed to such term in the Trust Agreement.

                                             WELLS FARGO BANK, N.A.,
                                             as Trustee

                                             By: ______________________________
                                             Name: ____________________________
                                             Title: ___________________________

                                      K-1

<PAGE>

                                    EXHIBIT L

                           FORM OF FINAL CERTIFICATION

                                                                          [DATE]

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

         Cendant Mortgage Corporation
         3000 Leadenhall Road
         Mt. Laurel, New Jersey 08054

         Reference is made to the Trust Agreement between Merrill Lynch Mortgage
Investors, Inc. (the "Depositor") and Wells Fargo Bank, N.A., as Trustee (the
"Trustee"), dated as of March 1, 2004 (the "Trust Agreement"), pursuant to which
the Depositor has delivered to the Trustee, with respect to each Mortgage Loan
set forth on Schedule A hereto (the "Mortgage Loan Schedule"), the documents set
forth in Section 2.01 of the Trust Agreement.

         With respect to each Mortgage Loan listed on the Mortgage Loan Schedule
and except as otherwise noted on the Schedule of Exceptions set forth on
Schedule B hereto, the Trustee confirms that (1) the Trustee has received all of
the documents required to be delivered to the Custodian pursuant to Section 2.01
of the Trust Agreement, (2) the Trustee has reviewed each Trustee's Mortgage
File in accordance with Section 2 of Amendment No. 1 to the Custodial Agreement,
and the documents contained in each Trustee's Mortgage File conform to the
requirements set forth in such Section 2, and (3) the Trustee has physical
possession of the documents in each Trustee's Mortgage File. The Trustee has not
independently verified the validity, enforceability, sufficiency, recordability,
due authorization or genuineness or any document in any Trustee's Mortgage File
or any related Mortgage Loan, nor the collectibility, insurability,
effectiveness or suitability of any related Mortgage Loan.

         All terms used herein and not otherwise defined herein shall have the
respective meaning ascribed to such term in the Trust Agreement.

                                             WELLS FARGO BANK, N.A.,
                                             as Trustee

                                             By: ______________________________
                                             Name: ____________________________
                                             Title: ___________________________

                                      L-1

<PAGE>

                                    EXHIBIT M

                           LIST OF SERVICING OFFICERS

                             [INTENTIONALLY OMITTED]

                                      M-1

<PAGE>

                                    EXHIBIT N

                               REQUEST FOR RELEASE

To:      Wells Fargo Bank, N.A.
         1015 10th Avenue S.E.
         Minneapolis, Minnesota  55414
         (Attention:  Merrill Lynch Mortgage Investors Trust Series MLCC 2004-A)

                  Re:      Trust Agreement, dated as of March 1, 2004 by and
                           between Merrill Lynch Mortgage Investors, Inc. and
                           Wells Fargo Bank, N.A., as Trustee

         In connection with the administration of the pool of Mortgage Loans
held by you as Trustee for the benefit of Certificateholders, we request the
release of the (Trustee's Mortgage File/[specify documents]) for the Mortgage
Loan described below, for the reason indicated.

File/document to be sent to:
         [Company]
         [Address]
         [Attn:]
         [Telephone Number ____]

Mortgagor's Name, Address & Zip Code:

Mortgage Loan Number:

Reason for Requesting Documents (check one)

______ 1.         Mortgage Loan Paid in Full

                  ([Seller/Depositor] [Servicer], hereby certifies that all
                  amounts received in connection therewith have been credited to
                  the Custodial Account or the Distribution Account, as
                  applicable.)

______ 2.         Mortgage Loan in Foreclosure

______ 3.         Mortgage Loan Repurchased or Substituted For

                  ([Seller/Depositor] [Servicer], hereby certifies that any
                  applicable repurchase price or substitution shortfall amount
                  has been credited to the Custodial Account or the Distribution
                  Account, as applicable.)

______ 4.         Mortgage Loan Liquidated

                  ([Seller/Depositor] [Servicer], hereby certifies that all
                  proceeds of foreclosure, insurance or other liquidation have
                  been finally received and credited to the Custodial Account or
                  the Distribution Account, as applicable.)

______ 5.         Other (explain) _______________________________

         If box 1, 2 or 3 above is checked, and if all or part of the Trustee's
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.

                                      N-1

<PAGE>

         If box 4 or 5 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.

                                             [SELLER/DEPOSITOR]
                                             [SERVICER]

                                             By: _____________________________
                                             Date: ___________________________

Documents returned to Trustee:
____________________________,
as Trustee

By: _____________________________
Date: ___________________________

                                      N-2

<PAGE>

                                    EXHIBIT O

                               CUSTODIAL AGREEMENT

                  THIS CUSTODIAL AGREEMENT dated as of December 15, 2000 (this
"Agreement"), between MERRILL LYNCH CREDIT CORPORATION ("MLCC") having an
address at 4802 Deer Lake Drive East, Jacksonville, Florida 32246 and WELLS
FARGO BANK MINNESOTA, N.A. ("Custodian"), having an address at 1015 10th Avenue
S.E., Minneapolis, Minnesota 55414- 0031.

                              PRELIMINARY STATEMENT

                  MLCC may, from time to time, purchase certain Mortgage Loans
from third party sellers pursuant to the terms and conditions of certain
mortgage loan purchase agreements entered into between MLCC and such third
parties (each, a "Purchase Agreement"). MLCC desires that the Custodian act as
custodian with respect to the documents for the Mortgage Loans delivered from
time to time to the Custodian hereunder, and the Custodian desires to act as
custodian with respect to the documents for the Mortgage Loans.

                  NOW, THEREFORE, in consideration of the mutual covenants set
forth herein and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:

         1.       Definitions.

         "Additional Collateral Mortgage Loan": Each Mortgage Loan that is
either a Mortgage 100(sm) Loan or Parent Power(R) Mortgage Loan as to which the
Additional Collateral is provided. For purposes hereof, the term "Additional
Collateral" shall mean (i) with respect to any Mortgage 100(sm) Loan, the
marketable securities subject to a security interest pursuant to the related
Mortgage 100(sm) Pledge Agreement, or (ii) with respect to any Parent Power(R)
Mortgage Loan, the related Parent Power(R) Agreement.

         "Agreement": This Custodial Agreement and all amendments and
attachments hereto and supplements hereof.

         "Assignment": An assignment of the Mortgage, notice of transfer or
equivalent instrument in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to give record
notice of the sale or transfer of the Mortgage Loan.

         "Business Day": Any day other than (i) a Saturday or Sunday, or (ii) a
day on which banking or savings associations in the State of New Jersey or the
State of Minnesota are authorized or obligated by law or executive order to be
closed.

         "Closing Date": With respect to each Mortgage Loan, the date upon which
the MLCC completes the purchase of such Mortgage Loan.

         "Custodian": Wells Fargo Bank Minnesota, N.A., or its successor in
interest or assigns.

         "Custodian's Mortgage File": As to each Mortgage Loan, all Mortgage
Loan documents delivered to the Custodian pursuant hereto and held by the
Custodian with respect to each Mortgage Loan.

                                      O-1
<PAGE>

         "Custody Receipt": An Initial Custody Receipt and/or a Final Custody
Receipt.

         "Cut-off Date": With respect to each Mortgage Loan, the first day of
the month in which the related Delivery Date occurs or such other date specified
by the Registered Holder.

         "Delivery Date": The date on which MLCC delivers or causes to be
delivered to the Custodian the Mortgage Loans listed on the related Mortgage
Loan Schedule.

         "Exception Report": The Exception Report prepared by the Custodian as
part of the Initial Custody Receipt and as updated thereafter.

         "Final Custody Receipt": A final custody receipt as to each Mortgage
Loan, which final custody receipt is delivered to MLCC, or its successor in
interest or assigns, by the Custodian in the form annexed hereto as Exhibit Two.

         "First Mortgage Loan": A Mortgage Loan that is secured by a first lien
on the Mortgaged Property securing the related Mortgage Note.

         "Gross Margin": With respect to each adjustable rate Mortgage Loan, the
fixed number of basis points set forth in the Mortgage Loan Schedule that is
added to the Index on each Interest Rate Adjustment Date in accordance with the
terms of the related Mortgage Note to determine the Mortgage Interest Rate for
such Mortgage Loan, subject to any applicable Periodic Rate Cap or Lifetime Rate
Cap.

         "Index": With respect to each adjustable rate Mortgage Loan, a rate per
annum to which the Gross Margin is added on each Interest Rate Adjustment Date
to determine the new Mortgage Interest Rate for such Mortgage Loan.

         "Initial Custody Receipt": An initial custody receipt as to each
Mortgage Loan, which initial custody receipt is delivered to MLCC, or its
successor in interest or assigns, by the Custodian in the form annexed hereto as
Exhibit One.

         "Interest Rate Adjustment Date": With respect to each adjustable rate
Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in
accordance with the terms of the related Mortgage Note.

         "Lifetime Rate Cap": With respect to each adjustable rate Mortgage
Loan, the maximum Mortgage Interest Rate that may be borne thereby, as set forth
in the related Mortgage Note.

         "Loan-to-Value Ratio": With respect to any First Mortgage Loan, as of
any date of determination, the ratio on such date of the outstanding principal
balance of such Mortgage Loan to the Appraised Value of the related Mortgaged
Property.

         "Mortgage": The mortgage, deed of trust or other instrument creating a
first or second lien on real property securing the Mortgage Note.

         "Mortgage Interest Rate": The annual rate at which interest accrues on
any Mortgage Loan and with respect to any adjustable rate Mortgage Loan, as such
annual rate may be adjusted on any Interest Rate Adjustment Date and subject to
the limitations on such interest rate imposed by any Lifetime Rate Cap or any
Periodic Rate Cap.

                                      O-2

<PAGE>

         "Mortgage Loan": An individual Mortgage Loan, including but not limited
to all documents included in the Custodian's Mortgage File, monthly payments,
principal prepayments, proceeds from REO dispositions and any and all rights,
benefits, proceeds and obligations arising therefrom or in connection therewith,
and which is the subject of this Agreement.

         "Mortgage Loan Schedule": The list of Mortgage Loans purchased by MLCC
from a third party seller from time to time that are subject to this Agreement
which list shall set forth the following information with respect to each
Mortgage Loan:

                  (i)      the loan number;

                  (ii)     the Mortgagor's name, social security number, and
                           FICO score;

                  (iii)    the street address of the Mortgaged Property,
                           including city, state and zip code, if available;

                  (iv)     the Mortgage Interest Rate at origination and, in the
                           case of an adjustable rate Mortgage Loan, the
                           Mortgage Interest Rate in effect as of the related
                           Cut-off Date, which rate may vary from that reflected
                           in the Mortgage and Note;

                  (v)      for each adjustable rate Mortgage Loan, the first
                           Interest Rate Adjustment Date;

                  (vi)     for each adjustable rate Mortgage Loan, the Gross
                           Margin;

                  (vii)    for each adjustable rate Mortgage Loan, the Lifetime
                           Rate Cap, if applicable;

                  (viii)   for each adjustable rate Mortgage Loan, the Periodic
                           Rate Cap, if applicable;

                  (ix)     the original term to maturity and remaining term to
                           maturity;

                  (x)      the original principal balance;

                  (xi)     the first payment due date;

                  (xii)    the maturity date;

                  (xiii)   the monthly payment in effect as of the related
                           Cut-off Date;

                  (xiv)    the principal balance as of the related Cut-off Date;

                  (xv)     as to any First Mortgage Loan the Loan-to-Value Ratio
                           at origination;

                  (xvi)    a code indicating whether the Mortgaged Property is
                           occupied by the Mortgagor;

                  (xvii)   a code indicating the type of Residential Dwelling;

                  (xviii)  a code indicating the purpose of the Mortgage Loan;

                  (xix)    a code indicating the Mortgage Loan documentation
                           type (i.e. limited documentation, full documentation,
                           easy documentation, etc.); and

                  (xx)     for each adjustable rate Mortgage Loan, a code
                           indicating the type of Index.

                                      O-3

<PAGE>

         "Mortgage Note": The note evidencing the indebtedness of a Mortgagor
secured by a Mortgage.

         "Mortgaged Property": The underlying real property securing repayment
of a Mortgage Note, consisting of a fee simple estate in a single parcel of real
property improved by a Residential Dwelling.

         "Mortgagor": The obligor on a Mortgage Note, the owner of the Mortgaged
Property and the grantor or mortgagor named in the related Mortgage and such
grantor's or mortgagor's successor in title to the Mortgaged Property.

         "Opinion of Counsel": A document signed by an attorney, explaining the
attorney's understanding of the law as applicable to a state of facts submitted
for the purpose of an opinion.

         "Periodic Rate Cap": With respect to each adjustable rate Mortgage Loan
as to which the related Mortgage Loan Schedule indicates the existence of a
Periodic Rate Cap, the provision of the related Mortgage Note that provides for
a maximum amount by which the Mortgage Interest Rate may increase (or, if so
indicated on such Mortgage Loan Schedule, decrease) on an Interest Rate
Adjustment Date above (or below) the Mortgage Interest Rate in effect
immediately prior to such Interest Rate Adjustment Date.

         "Pledge Agreement": Any Mortgage 100 Pledge Agreement, Parent Power
Guaranty and Security Agreement for Securities Account, or Parent Power Guaranty
Agreement for Real Estate related to an Additional Collateral Mortgage Loan.

         "Registered Holder": MLCC, its successors in interest or assigns, in
whole or in part, as the case may be.

         "Residential Dwelling": Any one of the following: (i) a detached
one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a
one-family dwelling unit in a Fannie Mae-eligible condominium project, or (iv) a
detached one-family dwelling in a planned unit development, none of which is a
co-operative.

         "Second Mortgage Loan": A Mortgage Loan that is secured by a second
lien on the Mortgaged Property securing the related Mortgage Note.

         2.       Delivery of Mortgage Loan Schedule and Custodian's Mortgage
                  File.

         MLCC may, from time to time, deliver or cause to be delivered to the
Custodian a Mortgage Loan Schedule and the following documents for each Mortgage
Loan listed on such Mortgage Loan Schedule, to be held by the Custodian for the
benefit of the Registered Holder, as the owner thereof:

              (a) The original Mortgage Note endorsed, "Pay to the order of
              ___________, without recourse" and signed in the name of the name
              of last endorsee, by an authorized officer of the last endorsee.
              If the Mortgage Loan was acquired by the last endorsee in a merger
              or other type of acquisition, the endorsement must be by "[name of
              last endorsee], successor [by merger to or in interest to, as
              applicable] [name of predecessor]"; and if the Mortgage Loan was
              acquired or originated by the last endorsee while doing business
              under another name, the endorsement must be by "[name of last
              endorsee], successor in interest to [previous name]." The Mortgage
              Note shall include all intervening endorsements showing a complete
              chain of title from the originator to the last endorsee.

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              (b) The original recorded Mortgage, with evidence of recording
              thereon, or, if the original Mortgage has not yet been returned
              from the recording office, a copy of the original Mortgage
              certified by the previous owner to be a true copy of the original
              of the Mortgage which has been delivered for recording in the
              appropriate recording office of the jurisdiction in which the
              Mortgaged Property is located.

              (c) The original Assignment of each Mortgage, executed in blank by
              either MLCC or its Servicer. If the Mortgage Loan was acquired by
              the last endorsee in a merger or other type of acquisition, the
              assignment must be by "[name of last assignee], successor [by
              merger to or in interest to, as applicable] [name of
              predecessor]"; and if the Mortgage Loan was acquired or originated
              by the last endorsee while doing business under another name, the
              assignment must be by "[name of last assignee], successor in
              interest to [previous name]."

              (d) The original policy of title insurance (or a preliminary title
              report 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 by the Seller to be a true copy
              of the original of the assignment which has been delivered for
              recording in the appropriate recording office of the jurisdiction
              in which the Mortgaged Property is located.

              (f) With respect to a Mortgage Loan that, according to the
              Mortgage Loan Schedule is covered by a primary mortgage insurance
              policy, the original or a copy of primary mortgage insurance
              certificate, if any.

              (g) If indicated on the Mortgage Loan Schedule, originals of all
              assumption and modification agreements, if any, with originals or
              copies of the underlying instruments being modified.

              (h) With respect to each Additional Collateral Mortgage Loan,

                           1.       Copy of the related Mortgage 100 Pledge
                                    Agreement for Securities Account or the
                                    Parent Power Guaranty and Security Agreement
                                    for Securities Account or the Parent Power
                                    Guaranty Agreement for Real Estate, as the
                                    case may be;

                           2.       copy of the UCC-1 (applicable for South
                                    Carolina and Rhode Island only);

                           3.       an original form UCC-3, if applicable;

                           4.       For loans originated by a correspondent
                                    lender, an original assignment of security
                                    interest of the related Mortgage 100 Pledge
                                    Agreement or Parent Power Agreement, as the
                                    case may be.

                  (i)      With respect to each Cooperative Loan:

                           1.       the original proprietary lease;

                           2.       the original recognition agreement;

                           3.       the original security agreement;

                           4.       the original or copy of the assignment of
                                    proprietary lease;

                           5.       the original cooperative stock certificate
                                    and stock power executed by borrower in
                                    blank;

                           6.       the original UCC-1 Financing Statements; and

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<PAGE>

                           7.       the original UCC-3 Financing Statements.

                  (j)      Power of Attorney, if applicable.

         From time to time, MLCC shall forward or cause to be forwarded to the
Custodian additional documents, original or otherwise, evidencing an assumption
or modification of a Mortgage Loan which documents shall become part of the
Custodian's Mortgage File.

         3.       Obligations of the Custodian.

         (a)      With respect to each Custodian's Mortgage File, the Custodian
is exclusively the custodian for the Registered Holder from and after the
related Delivery Date. The Custodian shall hold all documents constituting the
Custodian's Mortgage File received by it for the exclusive use and benefit of
the Registered Holder, and shall make disposition thereof only in accordance
with this Agreement and the instructions furnished by the Registered Holder. The
Custodian shall segregate and maintain continuous custody of all documents
constituting the Custodian's Mortgage File received by it in secure and
fire-resistant facilities in accordance with customary standards for such
custody. The Custodian represents and warrants that it will verify the receipt
of required documents, the accuracy of certain information, and indicate
discrepancies pursuant to the custody receipt requirements herein. The Custodian
makes no representations or warranties as to, and shall not be responsible to,
verify: (i) the validity, legality, enforceability, sufficiency, recordability,
due authorization or genuineness of any of the documents contained in each
Custodian's Mortgage File or any of the Mortgage Loans or (ii) the
collectibility, insurability, effectiveness or suitability of any such Mortgage
Loan. No provision of this Agreement shall be construed to impose on the
Custodian any obligation of a third party seller under this Agreement or a
Purchase Agreement under any circumstances.

         (b)      The Custodian shall, at its own expense, maintain at all times
during the existence of this Agreement and keep in full force and effect a
fidelity bond, errors and omissions insurance, theft and documents insurance and
forgery insurance in amounts and with standard coverage as is customary for
insurance typically maintained by institutions that act as custodians. The
minimum coverage under any such bond and insurance policies shall be at least
equal to the corresponding amounts required by the Government National Mortgage
Association, Fannie Mae or Freddie Mac either of the Custodian or in their
respective Seller/Servicing Guides. A certificate of an authorized officer for
the Custodian shall be furnished to the Registered Holder upon request as
evidence of its compliance with any such requirement.

         4.       Custody Receipts.

         (a)      Initial Custody Receipt. The Custodian shall review the
documents delivered to it on each Delivery Date and shall deliver to MLCC as
initial Registered Holder within two (2) Business Days following the Delivery
Date, or within a mutually agreed upon time between the Bank and the Custodian,
but prior to the Closing Date, an Initial Custody Receipt with respect to the
Mortgage Loans, in which the Custodian shall certify that such Mortgage Loans
are held for MLCC (as Registered Holder) and that, as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full
or any Mortgage Loan specifically identified in such certification as not
covered by such certification), (a) all documents described in Paragraphs 2(a)
through 2(e) and to the extent provided in the Custodian's Mortgage Files
Paragraphs 2(f) through 2(j), if applicable, of this Agreement are in its
possession and (b) each Mortgage Note has been endorsed and each Assignment has
been executed as provided in Paragraph 2 hereof. If the Custodian determines
from such verification that any discrepancy or deficiency exists with respect to
a Custodian's Mortgage File, the Custodian shall note such discrepancy on the
schedule of exceptions attached to the Initial Custody Receipt as Schedule B
thereto (the "Exception Report").

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         The Custodian shall also note on the Exception Report, with respect to
each Mortgage Loan, whether a certified copy of the related Mortgage was
delivered to the Custodian in lieu of the original of such Mortgage, whether a
certified copy of an intervening assignment of the related Mortgage was
delivered to the Custodian in lieu of the original of such assignment, and
whether a preliminary title report with respect to such Mortgage Loan was
delivered to the Custodian in lieu of the original policy of title insurance.

         On the first Business Day of each calendar month following delivery of
the Initial Custody Receipt until the month in which the Final Custody Receipt
is to be delivered pursuant to Subsection (b) below, the Custodian shall deliver
to the Registered Holder of the Initial Custody Receipt, an updated Exception
Report, revised to reflect any changes with respect to the status of the
exceptions noted for the related Mortgage Loans.

         (b)      Final Custody Receipt. Not later than sixty (60) days
following the date of each delivery of an Initial Custody Receipt, the Custodian
shall deliver to the Registered Holder of the Initial Custody Receipt the Final
Custody Receipt, with respect to the Mortgage Loans related to such Initial
Custody Receipt, in which the Custodian shall certify to the Registered Holder
that, as to each Mortgage Loan listed in the related Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in such certification as not covered by such certification), (a) all
documents described in Paragraphs 2(a) through 2(e), and to the extent provided
in the Custodian's Mortgage Files Paragraphs 2(f) through 2(j), if applicable,
of this Agreement are in its possession, (b) such documents have been reviewed
by it and appear regular on their face and relate to such Mortgage Loan, (c)
based on its examination and only as to the foregoing documents, the information
set forth in items (i), (ii), (iii) excluding the zip code requirement, (iv),
(vi), (vii), (viii) and (x) of the definition of "Mortgage Loan Schedule"
respecting such Mortgage Loan is correct, and which as to items (iv), (vi),
(viii), and (x) for adjustable rate Mortgage Loans may reflect interest rates or
amounts that as of the Cutoff Date vary from those provided in the Mortgage Loan
Documents and (d) each Mortgage Note has been endorsed and each Assignment has
been executed as provided in Paragraph 2 hereof. If the Custodian determines
from such verification that any discrepancy or deficiency exists with respect to
a Custodian's Mortgage File, the Custodian shall note such discrepancy on the
Exception Report attached to the Final Custody Receipt as Schedule B thereto.
The Custodian shall also note on such Exception Report, with respect to each
Mortgage Loan, whether a certified copy of the related Mortgage was delivered to
the Custodian in lieu of the original of such Mortgage, whether a certified copy
of an intervening assignment of the related Mortgage was delivered to the
Custodian in lieu of the original of such assignment, and whether a preliminary
title report with respect to such Mortgage Loan was delivered to the Custodian
in lieu of the original policy of title insurance. Except as specifically
provided above, the Custodian shall be under no duty to review, inspect or
examine such documents to determine that any of them are enforceable or
appropriate for their prescribed purpose. Upon delivery of the Final Custody
Receipt to the Registered Holder of the Initial Custody Receipt, the Initial
Custody Receipt shall be of no further force or effect.

         (c)      Within five (5) days of receipt of written directions, in the
form attached hereto as Exhibit Six, from the Registered Holder with respect to
all or a portion of the Mortgage Loans owned by such Registered Holder, and upon
the prior tender by such Registered Holder of the applicable Initial and/or
Final Custody Receipt(s), as applicable, the Custodian shall deliver all or any
portion of the Custodian's Mortgage Files held by it to the Registered Holder,
or to such other party as the Registered Holder may direct, as provided in
Paragraph 19, at the place indicated in any such written direction from the
Registered Holder and shall deliver to the Registered Holder a new Initial or
Final Custody Receipt, as applicable, with respect to the Custodian's Mortgage
Files retained by the Custodian. The Registered Holder may require the Custodian
to complete the endorsements on any Mortgage Notes in its possession and to
complete the Assignment of Mortgages prepared by the Servicer in blank, within a
reasonable period of time. The cost of this shall be reimbursed by the
Registered Holder. A list of authorized

                                      O-7

<PAGE>

signatures for such written directions has been furnished to the Custodian by
the Registered Holder pursuant to Paragraph 20 hereof. Upon the Custodian's
receipt of such written notification from the Registered Holder that the
Registered Holder has sold any or all of the Mortgage Loans, which notification
shall be accompanied by the Initial and/or Final Custody Receipt(s), as
applicable that relate to such Mortgage Loans, the Custodian shall change its
records to reflect that such purchaser is the owner of such Mortgage Loans and
shall immediately, upon the direction of such Registered Holder, either deliver
the related Custodian's Mortgage Files to such purchaser at the expense of such
purchaser or issue an Initial or Final Custody Receipt in the name of such
purchaser. Such purchaser, as a Registered Holder, shall be required to
simultaneously furnish to the Custodian a list of authorized signatures for
written directions pursuant to Paragraph 20 hereof. The Custodian shall then
deliver to the Registered Holder a new Initial and/or Final Custody Receipt, as
applicable reflecting all Mortgage Loans with respect to which the Custodian
still holds the related Custodian's Mortgage Files on behalf of the Registered
Holder. The Registered Holder and the Custodian agree herein that any purchaser
of any or all of the Mortgage Loans shall succeed to the rights and obligations
of the Registered Holder under this Agreement with respect to such Mortgage
Loans upon receipt of the related Initial and/or Final Custody Receipt, as
applicable subject to the provisions of Paragraph 15 hereof.

         5.       Fees and Expenses of the Custodian.

         It is understood that the Custodian will charge such fees for its
services under this Agreement as are set forth in a separate agreement between
the Custodian and MLCC, the payment of which, together with the Custodian's
expenses in connection herewith, shall be solely the obligation of the
Registered Holder with respect to the related Mortgage Loans.

         6.       Removal of the Custodian.

         Any Registered Holder with respect to all or a portion of the Mortgage
Loans owned by such Registered Holder, with or without cause, may, upon thirty
(30) days' written notice to the Custodian, remove and discharge or any
successor Custodian thereafter appointed, as to such portion or all of the
Mortgage Loans the Custodian, from the performance of its duties under this
Agreement. In the event of any such removal, upon tender of the Custody Receipts
and satisfaction of any outstanding fees and expenses of the Custodian, the
Custodian shall promptly transfer to such Registered Holder or to a successor
Custodian appointed by such Registered Holder at the expense of such Registered
Holder, as directed by such Registered Holder in writing, all Custodian's
Mortgage Files related to the Mortgage Loans as to which the Custodian is being
terminated.

         7.       Examination of the Custodian's Mortgage File.

         Upon reasonable prior written notice to the Custodian, but not less
than two (2) Business Day, any Registered Holder with respect to all or a
portion of the Mortgage Loans owned by such Registered Holder and its agents,
accountants, attorneys, auditors, prospective purchasers, and third-party
contractors authorized by such Registered Holder will be permitted, during
normal business hours, to examine the Custodian's Mortgage Files, documents,
records and other papers in the possession of or under the control of the
Custodian relating to any or all of the Mortgage Loans for which the Custodian
holds the related Custodian's Mortgage File for such Registered Holder at the
expense of the inspecting party.

         8.       Counterparts.

         For the purpose of facilitating the execution of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which

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<PAGE>

counterparts shall be deemed to be an original and all of which together shall
constitute and be one and the same instrument.

         9.       Periodic Statements.

         Upon the request of any Registered Holder at any other time with at
least two (2) Business Days' notice to the Custodian, the Custodian shall
provide to the Registered Holder with respect to all or a portion of the
Mortgage Loans owned by such Registered Holder, a list of all of the Mortgage
Loans for which the Custodian holds a Custodian's Mortgage File pursuant to this
Agreement. Such list may be in the form of a copy of the Mortgage Loan Schedule
with manual deletions to denote specifically any Mortgage Loans paid off,
liquidated or repurchased or otherwise released by the Custodian since the date
of this Agreement.

         10.      Governing Law.

         This Agreement shall be construed in accordance with the laws of the
State where MLCC is headquartered, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

         11.      Copies of Mortgage Documents.

         Upon the request of the Registered Holder with respect to all or a
portion of the Mortgage Loans owned by such Registered Holder, and at the cost
and expense of such party, the Custodian shall provide such Registered Holder
with copies or originals as provided in Section 21 hereof, of the Mortgage
Notes, Mortgages, Assignments and other documents to the extent that such
documents are part of the Custodian's Mortgage File relating to one or more of
the Mortgage Loans.

         12.      No Adverse Interest of Custodian.

         By execution of this Agreement, the Custodian represents, warrants and
covenants that it currently does not hold, and during the existence of this
Agreement shall not hold, any adverse interest, by way of security or otherwise,
in any Mortgage Loan.

         13.      Termination By Custodian.

         The Custodian may terminate its obligations under this Agreement upon
at least sixty (60) days' notice to the Registered Holder with respect to all or
a portion of the Mortgage Loans owned by such Registered Holder. The Custodian
shall then be responsible for all costs associated with such termination,
including costs associated with the transfer of the Custodial Files. If, in the
event of such termination, the Registered Holder shall appoint a successor
Custodian within such sixty day period, then upon such appointment and tender of
the related Custody Receipts, the Custodian shall promptly transfer to such
successor Custodian, as directed by the Registered Holder with respect to all or
a portion of the Mortgage Loans owned by such Registered Holder, all of the
Custodian's Mortgage Files being administered under this Agreement and shall
either complete the Assignments and endorse the Mortgage Notes as directed by
the Registered Holder or allow the Registered Holder or its agents or attorneys,
access to the Custodian's Mortgage Files for such purpose. Notwithstanding the
foregoing, if the Registered Holder fails to appoint a Custodian within such
sixty day period, the Custodian may petition any court of competent jurisdiction
for the appointment of a successor Custodian.

         14.      Termination of Agreement.

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<PAGE>

         This Agreement shall terminate upon the earlier of (a) the final
payment or other liquidation (or advance with respect thereto) of the last
Mortgage Loan, (b) the disposition of all property acquired upon foreclosure or
by deed in lieu of foreclosure of the last Mortgage Loan, or (c) the delivery by
the Custodian of the last Custodian's Mortgage File pursuant to the direction of
the Registered Holder hereunder. In such event the Registered Holder with
respect to all or a portion of the Mortgage Loans owned by such Registered
Holder shall so notify the Custodian and tender all Custody Receipts, and
thereafter all documents remaining in the Custodian's Mortgage Files shall be
forwarded to the Registered Holder.

         15.      Assignment of Agreement.

         The Registered Holder with respect to all or a portion of the Mortgage
Loans owned by such Registered Holder shall have the right to assign, in whole
or in part, its interests under this Agreement with respect to some or all of
the Mortgage Loans, and to designate any person or exercise any rights of the
Registered Holder hereunder, and such assignee or designee shall accede to the
rights and obligations hereunder of the Registered Holder with respect to such
Mortgage Loans. All references to the Registered Holder shall be deemed to
include its assignee or designee. In connection with any such assignment, the
Registered Holder with respect to all or a portion of the Mortgage Loans owned
by such Registered Holder may require that arrangements reasonably satisfactory
to it be made for the exchange of previously executed and outstanding Custody
Receipt(s) for a Custody Receipt representing such assignment. The Custodian may
not assign its interests or delegate its duties under this Agreement without the
prior written consent of the Registered Holder. In the event of any such
assignment or delegation, the Registered Holder shall not be responsible for any
fees of the successor Custodian in excess of the fees formerly paid by the
Registered Holder to the Custodian.

         16.      Notice.

         (a) All demands, notices and communications hereunder shall be in
writing and shall be sent to the other party at the address shown on the first
page hereof, or such other address as may hereafter be furnished to the other
party by written notice given to the other party hereto in a notice complying
with the terms and provisions of this Section 16 or on an Exhibit Six notice
provided pursuant to Section 4(c).

         (b) Any such demand, notice or communication hereunder shall be deemed
conclusively to have been given if personally delivered at or mailed by
registered mail, postage prepaid, and return receipt requested or transmitted by
telex, telegraph or facsimile transmission and by a similar writing to the other
party at its address as described in Subclause (a).

         17.      Indemnification.

         (a) Neither the Custodian nor any of its directors, officers, agents or
employees, shall be liable for any action taken or omitted to be taken by it or
them hereunder or in connection herewith in good faith and believed by it or
them to be within the purview of this Agreement, except for its or their own
negligence, lack of good faith or willful misconduct.

         (b) The Registered Holder and the Custodian agree to indemnify and hold
each other and their respective directors, officers, agents and employees
harmless against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever, including reasonable attorney's fees, that may be
imposed on, incurred by, or asserted against it or them in any action taken or
not taken by it or them hereunder. This indemnification shall include, but not
be limited to, the claims of third parties arising from or related to this
Agreement or the Mortgage Loans. This indemnification applies if such
liabilities, obligations, losses, damages,

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<PAGE>

penalties, actions, judgments, suits, costs, expenses, disbursements, or claims
were imposed on, incurred by or asserted against the party seeking
indemnification because of the breach of the obligations, negligence, lack of
good faith or willful misconduct of the other party or any of its directors,
officers, agents or employees. The foregoing indemnification shall survive any
termination of this Agreement and the resignation or removal of the Custodian.

         (c) In the event that the Custodian fails to produce a Mortgage Note,
Assignment of Mortgage or any other document related to a Mortgage Loan that was
in its possession pursuant to Section 2 within four (4) Business Days after
required or requested by the Registered Holder or its Servicer (a "Custodial
Delivery Failure"), and provided that (i) Custodian previously delivered to the
Registered Holder an Initial Custody Receipt which did not list such document as
an exception; (ii) such document is not outstanding pursuant to a request for
release in the form annexed hereto as Exhibit Five; and (iii) such document was
held by the Custodian on behalf of the Registered Holder, then the Custodian
shall: (a) with respect to any missing Mortgage Note, promptly deliver to the
Registered Holder upon request, a Lost Note Affidavit in the form of Exhibit
Seven hereto and (b) with respect to any missing document related to such
Mortgage Loan, including but not limited to a missing Mortgage Note, (1)
indemnify the Registered Holder, and its successor in interest, in accordance
with the succeeding paragraph and, (2) obtain and maintain an insurance bond in
the name of the Registered Holder, and its successors in interest and assigns,
insuring against any losses associated with the loss of such document, in an
amount equal to the then outstanding principal balance of the related Mortgage
Loan or such lesser amount requested by the Registered Holder, at the Registered
Holder's sole option, at any time the long term obligations of the Custodian are
rated below the second highest rating category of Moody's Investors Service,
Inc. or Standard and Poor's Ratings Group, a division of McGraw-Hill, Inc.

         (d) The Custodian agrees to indemnify and hold the Registered Holder,
and its designees, harmless against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever, including reasonable attorney's
fees, that may be imposed on, incurred by, or asserted against it or them in any
way relating to or arising out of a Custodial Delivery Failure, as defined
herein, or the Custodian's negligence, lack of good faith or willful misconduct.
The forgoing indemnification shall survive any termination or assignment of this
Agreement.

         18.      Reliance of Custodian.

         In the absence of bad faith on the part of the Custodian, the Custodian
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any request, instructions, certificate,
opinion or other document furnished to the Custodian, reasonably believed by
Custodian to be genuine and to have been signed or presented by the proper party
or parties and conforming to the requirements of this Agreement. No
representations, warranties, covenants or obligations of the Custodian shall be
implied with respect to this Agreement or the Custodian's services hereunder.

         19.      Transmission of Custodian's Mortgage File.

         Written instructions as to the method of shipment and shipper(s)
Custodian is directed to utilize in connection with transmission of mortgage
files and loan documents in the performance of the Custodian's duties hereunder
shall be delivered by the Registered Holder (the "Requesting Party") with
respect to all or a portion of the Mortgage Loans owned by such Registered
Holder to the Custodian prior to any shipment of any mortgage files and loan
documents hereunder. The Registered Holder will arrange for the provision of
such services at its sole cost and expense (or, at Custodian's option, reimburse
Custodian for all costs and expenses incurred by Custodian consistent with such
instructions) and will maintain such

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<PAGE>

insurance against loss or damage to mortgage files and loan documents as the
Requesting Party deems appropriate. Without limiting the generality of the
provisions of Paragraph 17 above, it is expressly agreed that in no event shall
the Custodian have any liability for any losses or damages to any person,
including, without limitation, the Requesting Party, arising out of actions of
the Custodian consistent with instructions of the Requesting Party. In the
absence of any written instructions with respect to the transmission of the
Custodian's Mortgage Files, the parties hereby agree that the Custodian may
utilize any nationally recognized overnight courier service and shall be
entitled to reimbursement from the Registered Holder.

         20.      Authorized Representative.

         Unless the Registered Holder shall have given the Custodian written
notice to the contrary, each individual designated as an authorized
representative of the Registered Holder with respect to all or a portion of the
Mortgage Loans owned by such Registered Holder, and the Custodian, respectively
(an "Authorized Representative"), is authorized to give and receive notices,
requests and instructions and to deliver certificates and documents in
connection with this Agreement on behalf of the Registered Holder with respect
to all or a portion of the Mortgage Loans owned by such Registered Holder, or
the Custodian, as the case may be, and the specimen signature for each such
Authorized Representative of MLCC as the initial Registered Holder and each such
Authorized Representative of the Custodian initially authorized hereunder is set
forth on Exhibit Three and Exhibit Four hereof, respectively. Any subsequent
Registered Holder of the Mortgage Loans shall provide the Custodian specimen
signatures for each Authorized Representative of such Registered Holder. From
time to time, the Registered Holder and the Custodian may, by delivering to the
other party a revised exhibit, change the information previously given pursuant
to this Paragraph, but each of the parties hereto shall be entitled to rely
conclusively on the then current exhibit until receipt of a superseding exhibit.

         21.      Release of Custodian's File for Servicing.

         Upon written request by the Registered Holder or its Servicer with
respect to all or a portion of the Mortgage Loans owned by such Registered
Holder, pursuant to the form attached hereto as Exhibit Five, the Custodian
shall use its best efforts to promptly, and in no event no later than two (2)
Business Days after receipt of such written request completed in accordance with
this Agreement, release to the Registered Holder or its Servicer for the
servicing or foreclosure of any of the Mortgage Loans the related Custodian's
Mortgage File. All Custodian's Mortgage Files so released to the Registered
Holder's Servicer shall be held by such Servicer in trust for the benefit of the
Registered Holder in accordance with the provisions of a servicing agreement
entered into between the Registered Holder and such Servicer. The Registered
Holder or its Servicer shall return to the Custodian the Custodian's Mortgage
File that has been released to the Registered Holder or its Servicer, when the
Registered Holder's or its Servicer's need therefor in connection with such
servicing or foreclosure no longer exists, unless the Mortgage Loan shall be
liquidated, in which case, upon receipt of a certification to this effect from
the Registered Holder or its Servicer to the Custodian in the form annexed
hereto as Exhibit Five, and the Custodian shall thereupon reflect any such
liquidation on the list of Mortgage Loans maintained by it pursuant to Paragraph
9 of this Agreement.

         Custodian shall not release more than 5% of the number of Mortgage
Loans at any time without additional written consent from Registered Holder.
This limitation shall not apply to the release of Custodial Files upon payment
in full.

         22.      Release of Custodian's Mortgage File for Payment.

                                      O-12

<PAGE>

         Upon the repurchase or substitution of any Mortgage Loan pursuant to a
Purchase Agreement or the payment in full of any Mortgage Loan, which shall be
evidenced by the Custodian's receipt of a request for release, receipt and
certification in the form annexed hereto as Exhibit Five (which certification
shall include a statement to the effect that all amounts received in connection
with such payment or repurchase have been credited to the account of the
Registered Holder), the Custodian shall use its best efforts promptly and in no
event later than two (2) Business Days after receipt of the written request
therefor completed in accordance with this Agreement, release the related
Custodian's Mortgage File to the Registered Holder or, at the request of the
Registered Holder, its Servicer, such repurchase thereupon to be noted on the
list maintained by the Custodian pursuant to Paragraph 9 of this Agreement.

         23.      Reproduction of Documents.

         This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, and (b) certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm,
microcard, miniature photographic or other similar process. The parties agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.

         24.      Severability.

         If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, the invalidity
of any such covenant, agreement, provision or term of this Agreement shall in no
way affect the validity or enforceability of the other provisions of this
Agreement; provided, however, that if the invalidity of any covenant, agreement
or provision shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is as nearly as possible the
same as the economic effect of this Agreement.

         25.      Amendment; Exhibits.

         This Agreement may be amended from time to time by the parties hereto
only by a written agreement signed by the parties hereto. The exhibits to this
Agreement are hereby incorporated and made a part hereof and are an integral
part of this Agreement.

         26.      Captions.

         Section headings are used herein for convenience only and do not limit
or expand the scope of the provisions herein.

         27.      Representations and Warranties of Custodian.

         Custodian represents and warrants to and covenants with MLCC as
follows:

         (a)      Custodian is a corporation duly incorporated, validly existing
                  and in good standing under the laws of Minnesota.

         (b)      Custodian has full corporate power to execute, deliver and
                  perform the obligations under this Agreement. MLCC may rely on
                  the actions of Custodian without further inquiry.

                                      O-13

<PAGE>

                  No additional consent, authorization, or regulatory filing is
                  required in order for Custodian to legally perform its
                  obligations.

         (c)      This agreement constitutes a legal, valid and binding
                  obligation of Custodian, enforceable against Custodian in
                  accordance with the terms herein except as limited by
                  bankruptcy, insolvency, liquidation or other similar laws
                  affecting generally the enforcement of creditor's rights.

                                      O-14

<PAGE>

         IN WITNESS WHEREOF, the Custodian and MLCC have caused this Agreement
to be executed as of the date and year first written above.

                                             WELLS FARGO BANK MINNESOTA, N.A.
                                             ("Custodian")

                                             By: _______________________________
                                             Name: _____________________________
                                             Title: ____________________________

                                             MERRILL LYNCH CREDIT CORPORATION
                                             ("MLCC")

                                             By: _______________________________
                                             Name: _____________________________
                                             Title: ____________________________

                                      O-15

<PAGE>

                                    EXHIBIT P

                       AMENDMENT NO. 1 CUSTODIAL AGREEMENT

                  Amendment No. 1, dated as of January 16, 2002 (this
"Amendment"), between Merrill Lynch Credit Corporation ("MLCC") and Wells Fargo
Bank Minnesota, N.A. (the "Custodian"), to the Custodial Agreement, dated as of
December 15, 2000 (the "Custodial Agreement").

                                    RECITALS

                  WHEREAS, MLCC may from time to time, purchase certain Mortgage
Loans from third party sellers pursuant to the terms and condition of certain
mortgage loan purchase agreements entered into between MLCC and such parties
(each, a "Purchase Agreement");

                  WHEREAS, pursuant to the Custodial Agreement, the Custodian
has agreed to take possession of mortgage notes evidencing Mortgage Loans and
certain other Mortgage Loan Documents delivered from time to time pursuant to
the Custodial Agreement;

                  WHEREAS, MLCC and the Custodian have agreed, subject to the
terms and conditions of this Amendment, that the Custodial Agreement be amended
to reflect the replacement of individual certifications with a Master Trust
Receipt; and

                  Accordingly, MLCC and Custodian hereby agree, in consideration
of the mutual promises and mutual obligations set forth herein, that the
Custodial Agreement is hereby amended as follows:

SECTION 1 Definitions:

(a)  Section 1 of the Custodial Agreement is hereby amended by deleting the
     definitions of "Custody Receipt", "Final Custody Receipt" and "Initial
     Custody Receipt".

(b)  Section 1 of the Custodial Agreement is hereby amended by inserting the
     following definition into its proper alphabetical order:

                  "Trust Receipt": A trust receipt in the form annexed hereto as
                  Exhibit One delivered to MLCC by the Custodian covering all of
                  the Mortgage Loans subject to this Custodial Agreement from
                  time to time, as reflected in the Mortgage Loan Schedule and
                  Exception Report attached thereto in accordance with Section
                  4(b).

(c)  Section 1 of the Custodial Agreement is hereby amended by deleting the
     definition of "Exception Report" and replacing it in its entirety as
     follows:

                  "Exception Report": The Exception Report prepared by the
                  Custodian as an annex to the Trust Receipt which lists all
                  exceptions with respect to the Mortgage Loan Schedule and
                  attached thereto as Schedule B, as updated from time to time
                  in accordance with Section 4 hereof.

SECTION 2. Trust Receipt. Section 4 is hereby deleted in its entirety and
           replaced in its entirety with the following:

                                      P-1

<PAGE>

(a)  The Custodian shall review the documents delivered to it on each Delivery
     Date and shall deliver to Registered Holder within the time frames outlined
     in exhibit B to this amendment, but prior to Closing Date, a Mortgage Loan
     Schedule and Exception Report with respect to the Mortgage Loans, and the
     delivery of each Mortgage Loan Schedule and Exception Report by the
     Custodian hereunder shall be the Custodian's certification that such
     Mortgage Loans are held for MLCC (as Registered Holder) and that, as to
     each Mortgage Loan listed in the related Mortgage Loan Schedule (other than
     any Mortgage Loan paid in full or any Mortgage Loan specifically identified
     in such certification as not covered by the Exception Report), (a) all
     documents described in Paragraphs 2(a) through 2(e) and to the extent
     provided in the Custodian's Mortgage Files Paragraphs 2(f) through 2(j), if
     applicable, of this Agreement are in its possession, (b) such documents
     have reviewed by it and appear regular on their face and relate to such
     Mortgage Loan, (c) based on its examination and only as to the foregoing
     documents, the information set forth in terms (i), (ii), (iii) excluding
     the zip code requirement, (iv), (vi), (vii), (viii) and (x) of the
     definition of "Mortgage Loan Schedule" respecting such Mortgage Loan is
     correct, and which as to items (iv) (vi), (viii) and (x) for adjustable
     rate Mortgage Loan Documents and (d) each Mortgage Note has been endorsed
     and each Assignment has been executed as provided in Paragraph 2 hereof.
     The Custodian shall determine whether any discrepancy or deficiency exists
     with respect to a Custodian's Mortgage File and shall note such discrepancy
     on the Exception Report. The Custodian shall also note on such Exception
     Report, with respect to each Mortgage Loan, whether a certified copy of the
     related Mortgage was delivered to the Custodian in lieu of the original of
     such Mortgage, whether a certified copy of an intervening assignment of the
     related Mortgage was delivered to the Custodian in lieu of the original of
     such assignment, and whether a preliminary title report with respect to
     such Mortgage Loan was delivered to the Custodian in lieu of the original
     policy of title insurance. Except as specifically provided above, the
     Custodian shall be under no duty to review, inspect or examine such
     documents to determine that any of them are enforceable or appropriate for
     their prescribed purpose.

(b)  On the date of this Amendment, the Custodian shall deliver to MLCC, a Trust
     Receipt with a Mortgage Loan Schedule and Exception Report attached thereto
     reflecting all Mortgage Loans subject to the Custodial Agreement as of such
     date.

(c)  Each Mortgage Loan Schedule and Exception Report delivered by the Custodian
     to MLCC shall supersede and cancel the Mortgage Loan Schedule and Exception
     Report previously delivered by the Custodian to MLCC hereunder, and shall
     replace the then existing Mortgage Loan Schedule and Exception Report to be
     attached to the Trust Receipt. Notwithstanding anything to the contrary set
     forth herein, in the event that the Mortgage Loan Schedule and Exception
     Report attached to the Trust Receipt is different from the most recently
     delivered Mortgage Loan Schedule and Exception Report, then the most
     recently delivered Mortgage Loan Schedule and Exception Report shall
     control and be binding upon the parties hereto.

(d)  The Custodian shall deliver to MLCC, electronically a Mortgage Loan
     Schedule and Exception Report reflecting any additional Mortgage Loans
     received and reviewed in accordance with the procedures set forth in
     Section 2(a) hereof.

(e)  Within five (5) days of receipt of written directions, in the form attached
     hereto as Exhibit Six, from the Registered Holder with respect to all or a
     portion of the Mortgage Loans owned by such Registered Holder, the
     Custodian shall deliver all or any portion of the Custodian's Mortgage
     Files held by it to Registered Holder, or to such other party as the
     Registered Party may direct, as provided in Paragraph 19, at the place
     indicated in any such written direction from the Registered Holder and
     shall deliver to the Registered Holder a new Mortgage Loan Schedule and
     Exception Report, with respect to the Custodian's Mortgage Files retained
     by the Custodian. The Registered Holder may require the Custodian to
     complete the endorsements on any Mortgage Notes in its possession and to

                                      P-2

<PAGE>

     complete the Assignment of Mortgages prepared by the Servicer in blank,
     within a reasonable period of time. The cost of this shall be reimbursed by
     the Registered Holder. A list of authorized signatures for such written
     directions has been furnished to the Custodian by the Registered Holder
     pursuant to Paragraph 20 hereof. Upon the Custodian's receipt of such
     written notification from the Registered Holder that the Registered Holder
     has sold any or all of the Mortgage Loans, which notification shall be
     accompanied by a Mortgage Loan Schedule identifying such Mortgage Loans,
     the Custodian shall change its records to reflect that such purchaser is
     the owner of such Mortgage Loans and shall immediately, upon the direction
     of such Registered Holder, either deliver the related Custodian's Mortgage
     Files to such purchaser at the expense of such purchaser or issue a
     Mortgage Loan Schedule and Exception Report in the name of such purchaser.
     Such purchaser, as a Registered Holder, shall be required to simultaneously
     furnish to the Custodian a list of authorized signatures for written
     directions pursuant to Paragraph 20 hereof. The Custodian shall then
     deliver to the Registered Holder a new Mortgage Loan Schedule and Exception
     Report, reflecting all Mortgage Loans with respect to which the Custodian
     still holds the related Custodian's Mortgage Files on behalf of the
     Registered Holder. The Registered Holder and the Custodian agree herein
     that any purchaser of any or all of the Mortgage Loans shall succeed to the
     rights and obligations of the Registered Holder under this Agreement with
     respect to such Mortgage Loans upon receipt of its own Trust Receipt and
     Mortgage Loan Schedule and Exception Report, as further specified in
     Paragraph 15 hereof.

SECTION 3. Termination of Agreement. Section 14 of the Custodial Agreement is
     hereby amended by deleting "Custody Receipts" from the sixth line of the
     paragraph and replacing it with "Mortgage Loan Schedule and Exception
     Report."

SECTION 4. Assignment of Agreement. Section 15 of the Custodial Agreement is
     hereby deleted in its entirety and replaced in its entirety with the
     following:

                  "The Registered Holder with respect to all or a portion of the
Mortgage Loans owned by such Registered Holder shall have the right to assign,
in whole or in part, its interests under this Agreement with respect to some or
all of the Mortgage Loans, and to designate any person (such person, an
"Assignee") or exercise any rights of the Registered Holder hereunder, and such
assignee or designee shall accede to the rights and obligations hereunder of the
Registered Holder with respect to such Mortgage Loans. All references to the
Registered Holder shall be deemed to include its assignee or designee. In
connection with any such assignment, the Registered Holder with respect to all
or a portion of the Mortgage Loans owned by such Registered Holder, the
Custodian shall issue (a) a Trust Receipt in the form of Exhibit One hereto with
a Mortgage Loan Schedule and Exception Report with respect to the Mortgage Loans
subject to such assignment to the Assignee and (b) an updated Mortgage Loan
Schedule and Exception Report to the assigning Registered Holder with respect to
the Mortgage Loans which the Custodian holds for the Registered Holder. The
Custodian may not assign its interest or delegate its duties under this
Agreement without the prior written consent of the Registered Holder. In the
event of any such assignment or delegation, the Registered Holder shall not be
responsible for any fees of the successor Custodian in excess of the fees
formerly paid by the Registered Holder to the Custodian."

SECTION 5. Indemnification. Section 17 of the Custodial Agreement is hereby
     amended by deleting "an Initial Custody Receipt" from the fifth line of
     subsection (c) and replacing it with "a Mortgage Loan Schedule and
     Exception Report."

SECTION 6. Exhibits. The Exhibits of the Custodial Agreement are hereby amended
     by deleting "Exhibit One" and "Exhibit Two" and adding The Form of Trust
     Receipt attached as Exhibit A to this Amendment as Exhibit One to the
     Custodial Agreement.

                                      P-3

<PAGE>

SECTION 7. Delivered Documents. On the date hereof, MLCC shall have received the
     following documents, each of which shall be satisfactory to the MLCC in
     form and substance:

(a)  Amendment. This Amendment No. 1, executed and delivered by a duly
     authorized officer of MLCC and the Custodian; and

(b)  Other Documents. Such other documents as the Purchaser or counsel to the
     Purchaser may reasonably request.

SECTION 8. Limited Effect. Except as expressly amended and modified by this
     Amendment, the Custodial Agreement shall continue to be, and shall remain,
     in full force and effect in accordance with its terms.

SECTION 9. Counterparts. This Amendment may be executed by each of the parties
     hereto on any number of separate counterparts, each of which shall be an
     original and all of which taken together shall constitute one and the same
     instrument.

SECTION 10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
     ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                            [SIGNATURE PAGE FOLLOWS]

                                      P-4

<PAGE>

         IN WITNESS WHEREOF, the parties have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and
year first above written.

                                             WELLS FARGO BANK MINNESOTA, N.A.
                                             ("CUSTODIAN")

                                             By: _______________________________
                                                 Name: Sarah J. Kerr
                                                 Title: Assistant Vice President

                                             MERRILL LYNCH CREDIT CORPORATION
                                             ("MLCC")

                                             By: _______________________________
                                                 Name:
                                                 Title:

                                      P-5

<PAGE>

                                    EXHIBIT Q

                         OFFICER'S CERTIFICATE - TRUSTEE

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

Re:      Trust Agreement (the "Agreement") dated as of March 1, 2004 between
         Merrill Lynch Mortgage Investors, Inc., as depositor and Wells Fargo
         Bank, N.A., as trustee - Merrill Lynch Mortgage Investors Trust Series
         MLCC 2004-A Mortgage Loan Pass-Through Certificates

         I, [identify the certifying individual], a [title] of the Trustee
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 Section 4.02
     the Agreement since the last Officer's Certificate executed pursuant to
     Section 6.20 of the Agreement [or in the case of the first certification,
     since the Cut-off Date] (the "Trustee Information").

2.   Based on my knowledge, the information in the Monthly Statements , 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 Trustee 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 Trustee
     under the Agreement and the Trustee has, as of the date hereof fulfilled
     its obligations under the Agreement and there are no significant
     deficiencies relating to the Trustee's compliance with this Agreement.

Date:

                                             Wells Fargo Bank, N.A., as Trustee

                                             By: _______________________________
                                             Name: _____________________________
                                             Title: ____________________________

                                      Q-1

<PAGE>

                                   SCHEDULE A

                             MORTGAGE LOAN SCHEDULE

                             [INTENTIONALLY OMITTED]

                                  Schedule A-1

<PAGE>

                                   SCHEDULE B

                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
                                  OF THE SELLER

         The Seller hereby represents and warrants to the Depositor, as to each
Mortgage Loan, as of the Closing Date as follows:

         (a) The information set forth in the Mortgage Loan Schedule is true and
correct in all material respects as of the Cut-off Date;

         (b) As of the related Closing Date, the Mortgage Loan is not delinquent
in payment more than 30 days and the Mortgage Loan has not been dishonored;
there are no material defaults under the terms of the Mortgage Loan; the Seller
has not advanced funds, or induced, solicited or knowingly received any advance
of funds from a party other than the owner of the Mortgaged Property subject to
the Mortgage, directly or indirectly, for the payment of any amount required by
the Mortgage Loan;

         (c) To the best of the Seller's knowledge, with respect to those
Mortgage Loans as to which the Mortgagors are required to deposit funds into an
escrow account for payment of taxes, assessments, insurance premiums and similar
items as they become due, there are no delinquent taxes, ground rents, water
charges, sewer rents, assessments or other outstanding charges which constitute
a lien on the related Mortgaged Property, and all escrow deposits have been
collected, are under the control of the Servicer, and have been applied to the
payment of such items in a timely fashion, in accordance with such Mortgage. No
escrow deposits or escrow payments or other charges or payments due the Servicer
have been capitalized under the related Mortgage or Mortgage Note. With respect
to those Mortgage Loans for which escrow deposits are not required, to the best
of the Seller's knowledge, there are no delinquent taxes or other outstanding
charges affecting the related Mortgaged Property which constitute a lien on the
related Mortgaged Property;

         (d) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments contained in the Mortgage File, approved, if necessary, by the
insurer under any Primary Mortgage Insurance Policy and recorded in all places
necessary to maintain the first priority of the lien, the substance of which
waiver, alteration or modification is reflected on the Mortgage Loan Schedule.
No Mortgagor has been released, in whole or in part, except in connection with
an assumption agreement which assumption agreement is part of the Mortgage File
and the terms of which are reflected in the Mortgage Loan Schedule;

         (e) Neither the Mortgage Note nor the Mortgage is subject to any right
of rescission, set-off, counterclaim or defense, including the defense of usury,
nor will the operation of any of the terms of the Mortgage Note and the
Mortgage, or the exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury and to the best
of the Seller's knowledge, no such right of rescission, set-off, counterclaim or
defense has been asserted by any Person with respect thereto;

         (f) All buildings upon the Mortgaged Property are required to be
insured by a generally acceptable insurer against loss by fire, hazards of
extended coverage and such other hazards as are customarily included in extended
coverage in the area where the Mortgaged Property is located, pursuant to
standard hazard insurance policies in an amount which is equal to the lesser of
(A) the replacement cost of the improvements securing such Mortgage Loan or (B)
the principal balance owing on such Mortgage Loan. To the best knowledge of the
Seller, all such standard hazard policies are in effect. On the date of
origination, such standard hazard policies contained a standard mortgagee clause
naming the Seller or the

                                  Schedule B-1

<PAGE>

Seller of the Mortgage Loan and their respective successors in interest as
mortgagee and, to the best knowledge of the Seller, such clause is still in
effect and, to the best of the Seller's knowledge, all premiums due thereon have
been paid. If the Mortgaged Property is located in an area identified by the
Federal Emergency Management Agency as having special flood hazards under the
National Flood Insurance Act of 1994, as amended, such Mortgaged Property is
covered by flood insurance in the amount required under the National Flood
Insurance Act of 1994. The Mortgage obligates the Mortgagor thereunder to
maintain all such insurance at Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain
such insurance at Mortgagor's cost and expense and to seek reimbursement
therefor from the Mortgagor;

         (g) To the best of the Seller's knowledge, at the time of origination
of such Mortgage Loan and thereafter, all requirements of any federal, state or
local law including, without limitation, usury, truth-in-lending, real estate
settlement procedures, consumer credit protection, equal credit opportunity or
disclosure laws required to be complied with by the Seller as the Seller of the
Mortgage Loan and applicable to the Mortgage Loan have been complied with in all
material respects;

         (h) The Mortgage has not been satisfied as of the Closing Date,
canceled or subordinated, in whole, or rescinded, and the Mortgaged Property has
not been released from the lien of the Mortgage, in whole or in part (except for
a release that does not materially impair the security of the Mortgage Loan or a
release the effect of which is reflected in the Loan-to-Value Ratio for the
Mortgage Loan as set forth in the Mortgage Loan Schedule), nor to the best of
the Seller's knowledge has any instrument been executed that would effect any
such release, cancellation, subordination or rescission;

         (i) Ownership of the Mortgaged Property is held in fee simple or a
leasehold estate. With respect to Mortgage Loans that are secured by a leasehold
estate, (i) the lease is valid, in full force and effect, and conforms to all of
FNMA's requirements for leasehold estates; (ii) all rents and other payments due
under the lease have been paid; (iii) the lessee is not in default under any
provision of the lease; (iv) the term of the lease exceeds the maturity date of
the related Mortgage Loan by at least five (5) years; and (v) the terms of the
lease provide a Mortgagee with an opportunity to cure any defaults. Except as
permitted by the fourth sentence of this paragraph (i), the Mortgage is a valid,
subsisting and enforceable first lien on the Mortgaged Property, including all
buildings on the Mortgaged Property and all installations and mechanical,
electrical, plumbing, heating and air conditioning systems affixed to such
buildings, and all additions, alterations and replacements made at any time with
respect to the foregoing securing the Mortgage Note's original principal
balance. The Mortgage and the Mortgage Note do not contain any evidence on their
face of any security interest or other interest or right thereto. Such lien is
free and clear of all adverse claims, liens and encumbrances having priority
over the first lien of the Mortgage subject only to (1) the lien of
non-delinquent current real property taxes and assessments not yet due and
payable, (2) covenants, conditions and restrictions, rights of way, easements
and other matters of the public record as of the date of recording which are
acceptable to mortgage lending institutions generally, or which are specifically
referred to in the lender's title insurance policy delivered to the Seller of
the Mortgage Loan and either (A) which are referred to or otherwise considered
in the appraisal made for the Seller of the Mortgage Loan, or (B) which do not
in the aggregate adversely affect the appraised value of the Mortgaged Property
as set forth in such appraisal, and (3) other matters to which like properties
are commonly subject which do not in the aggregate materially interfere with the
benefits of the security intended to be provided by the Mortgage or the use,
enjoyment, value or marketability of the related Mortgaged Property. Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Mortgage Loan establishes and creates a valid,
subsisting and enforceable first lien and first priority security interest on
the property described therein. With respect to each Co-op Loan, the security
instruments create a valid, enforceable and subsisting first priority security
interest in the Co-op Lease and Co-op Stock securing the related Mortgage Note
subject to only to (a) the lien of the related cooperative for unpaid
assessments representing the Mortgagor's pro rata share of

                                  Schedule B-2

<PAGE>

payments for a blanket mortgage, if any, current and future real property taxes,
insurance premiums, maintenance fees and other assessments to which like
collateral is commonly subject, and (b) other matters to which the collateral is
commonly subject which do not materially interfere with the benefits of the
security intended to be provided; provided, however, that the related Co-op Loan
may be subordinated or otherwise subject to the lien of a Mortgage on the
cooperative building;

         (j) The Mortgage Note is not subject to a third party's security
interest or other rights or interest therein;

         (k) The Mortgage Note and the related Mortgage are genuine and each is
the legal, valid and binding obligation of the maker thereof, enforceable in
accordance with its terms subject to bankruptcy, insolvency and other laws of
general application affecting the rights of creditors. All parties to the
Mortgage Note and the Mortgage had the legal capacity to enter into the Mortgage
Loan and to execute and deliver the Mortgage Note and the Mortgage. The Mortgage
Note and the Mortgage have been duly and properly executed by such parties. The
proceeds of the Mortgage Loan have been fully disbursed and there is no
requirement for future advances thereunder, and any and all requirements as to
completion of any on-site or off-site improvements and as to disbursements of
any escrow funds therefor have been complied with;

         (l) Seller has good title to, and the full right to transfer and sell,
the Mortgage Loan free and clear of any encumbrance, equity, lien, pledge,
charge, claim or security interest, including, to the best knowledge of the
Seller, any lien, claim or other interest arising by operation of law;

         (m) To the best of the Seller's knowledge, each Mortgage Loan is
covered by an ALTA lender's title insurance policy or other generally acceptable
form of policy or insurance acceptable to FNMA or FHLMC, issued by a title
insurer acceptable to FNMA or FHLMC and qualified to do business in the
jurisdiction where the Mortgaged Property is located, insuring (subject to the
exceptions contained in paragraph (ix)(1) (2) and (3) above) the Seller, its
successors and assigns, as to the first priority lien of the Mortgage in the
original principal amount of the Mortgage Loan. To the best of the Seller's
knowledge, the Seller is the sole insured of such lender's title insurance
policy, such title insurance policy has been duly and validly endorsed to the
Purchaser or the assignment to the Purchaser of the Seller's interest therein
does not require the consent of or notification to the insurer and such lender's
title insurance policy is in full force and effect and will be in full force and
effect upon the consummation of the transactions contemplated by this Agreement.
To the best of the Seller's knowledge, no claims have been made under such
lender's title insurance policy, and no prior holder of the related Mortgage has
done, by act or omission, anything which would impair the coverage of such
lender's title insurance policy;

         (n) To the best of the Seller's knowledge, there is no default, breach,
violation or event of acceleration existing under the Mortgage or the related
Mortgage Note and no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a default, breach,
violation or event permitting acceleration, except for any Mortgage Loan payment
which is not late by more than 30 days, and the Seller has not waived any
default, breach, violation or event permitting acceleration;

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

         (p) To the best of the Seller's knowledge, all improvements subject to
the Mortgage, lay wholly within the boundaries and building restriction lines of
the Mortgaged Property (and wholly within the

                                  Schedule B-3

<PAGE>

project with respect to a condominium unit) and no improvements on adjoining
properties encroach upon the Mortgaged Property except those which are insured
against by the title insurance policy referred to in paragraph (xiii) above and
all improvements on the property comply with all applicable zoning and
subdivision laws and ordinances;

         (q) To the best of the Seller's knowledge, each Mortgage Loan was
originated by the Seller or by a savings association, a savings bank, a
commercial bank or similar banking institution that is supervised and examined
by a Federal or state banking authority, a mortgagee approved by the Secretary
of HUD pursuant to Section 203 and 211 of the National Housing Act, or a FNMA-
or FHLMC-approved seller. To the best of the Seller's knowledge, each Mortgage
Loan was underwritten generally in accordance with the Underwriting Standards as
in effect at the time of origination. To the best of the Seller's knowledge, the
Mortgage contains the usual and customary provision of the Seller at the time of
origination for the acceleration of the payment of the unpaid principal balance
of the Mortgage Loan if the related Mortgaged Property is sold without the prior
consent of the mortgagee thereunder;

         (r) The Mortgaged Property at origination or acquisition was and, to
the best of the Seller's knowledge, currently is free of material damage and
waste and at origination there was, and to the best of the Seller's knowledge
there currently is, no proceeding pending for the total or partial condemnation
thereof;

         (s) The related Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security
provided thereby, including, (1) in the case of a Mortgage designated as a deed
of trust, by trustee's sale or judicial foreclosure, and (2) otherwise by
judicial foreclosure. The Seller has no knowledge of any homestead or other
exemption available to the Mortgagor which would interfere with the right to
sell the Mortgaged Property at a trustee's sale or the right to foreclose the
Mortgage;

         (t) To the best of the Seller's knowledge, if the Mortgage constitutes
a deed of trust, a trustee, duly qualified if required under applicable law to
act as such, has been properly designated and currently so serves and is named
in the Mortgage, and no fees or expenses are or will become payable to the
trustee under the deed of trust, except in connection with a trustee's sale or
attempted sale after default by the Mortgagor;

         (u) With respect to each Mortgage Loan, there is an appraisal on a
FNMA-approved form (or a narrative residential appraisal) of the related
Mortgaged Property that conforms to the applicable requirements of the Financial
Institutions Reform Recovery and Enforcement Act and that was signed prior to
the approval of such Mortgage Loan application by a qualified appraiser,
appointed by the Seller or the Seller of such Mortgage Loan, as appropriate, who
has no interest, direct or indirect, in the Mortgaged Property or in any loan
made on the security thereof, and whose compensation is not affected by the
approval or disapproval of such Mortgage Loan;

         (v) No Mortgage Loan contains "subsidized buydown" or "graduated
payment" features;

         (w) The Mortgaged Property is a single-family (one- to four-unit)
dwelling residence erected thereon, or an individual condominium unit in a
condominium, or a Co-operative Apartment or an individual unit in a planned unit
development or in a de minimis planned unit development as defined by FNMA. No
such residence is a mobile home or a manufactured dwelling which is not
permanently attached to the land;

         (x) No Mortgage Loan provides for negative amortization;

                                  Schedule B-4

<PAGE>

         (y) No Mortgage Loan had an original term in excess of thirty (30)
years;

         (z) [RESERVED]

         (aa) Each Mortgage Loan is a "qualified mortgage" within the meaning of
Section 860G(a)(3) of the Code (without regard to Treasury Regulations Section
1.860G-2(f) or any similar rule that provides that a defective obligation is a
qualified mortgage for a temporary period);

         (bb) No Mortgage Loan provides for interest other than at either (x) a
single fixed rate in effect throughout the term of the Mortgage Loan or (y) a
single "variable rate" (within the meaning of Treasury Regulations Section
1.860G-1(a)(3)) in effect throughout the term of the Mortgage Loan.

         (cc) No Mortgage Loan is the subject of pending or final foreclosure
proceedings.

         (dd) Based on delinquencies in payment on the Mortgage Loans, the
Seller would not initiate foreclosure proceedings with respect to any of the
Mortgage Loans prior to the next scheduled payment date on such Mortgage Loan.

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

         (ff) No Mortgage Loan is covered by the Home Ownership and Equity
Protection Act of 1994 ("HOEPA") and no Mortgage Loan is "high cost" as defined
by any applicable federal, state or local predatory or abusive lending law. Any
breach of this representation shall be deemed to materially and adversely affect
the value of the Mortgage Loan and shall require a repurchase of the affected
Mortgage Loan.

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

                                  Schedule B-5