MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                   Depositor,

                            PHH MORTGAGE CORPORATION
                                    Servicer,

                                       and

                             WELLS FARGO BANK, N.A.
                                     Trustee

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

                         POOLING AND SERVICING AGREEMENT

                            Dated as of April 1, 2005

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


            MERRILL LYNCH MORTGAGE INVESTORS TRUST SERIES MLCC 2005-1
                       MORTGAGE PASS-THROUGH CERTIFICATES





<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS


<S>      <C>
ARTICLE I. DEFINITIONS...................................................................................

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Section 5.05.         Distributions On The REMIC 1 Regular Interests............................

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

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

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

         Section 6.03.         Trustee Not Liable for Certificates.......................................

         Section 6.04.         Trustee May Own Certificates..............................................

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.........................................

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

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

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

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

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

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

ARTICLE IX. ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS...........................................

         Section 9.01.         Servicer to Act as Servicer...............................................

         Section 9.02.         Title, Management and Disposition of REO Property.........................

         Section 9.03.         Trustee and Depositor's Right to Examine Servicer Records.................

         Section 9.04.         Legal Proceedings Involving the Servicer and/or the Mortgage Loans........

         Section 9.05.         Material Changes..........................................................

         Section 9.06.         Servicer Shall Provide Information as Reasonably Required.................

         Section 9.07.         Servicer Not to Resign....................................................

         Section 9.08.         Custodial Accounts and Escrow Accounts....................................

         Section 9.09.         Assumption Processing.....................................................

         Section 9.10.         Books and Records.........................................................

         Section 9.11.         Annual Statement as to Compliance.........................................

         Section 9.12.         Annual Independent Certified Public Accountants' Servicing Reports........

         Section 9.13.         Officer's Certificate.....................................................

         Section 9.14.         Servicing Compensation....................................................

         Section 9.15.         Indemnification...........................................................

         Section 9.16.         Non Solicitation..........................................................

         Section 9.17.         Successor to the Servicer.................................................

         Section 9.18.         Statements to the Trustee.................................................

         Section 9.19.         Merger or Consolidation of the Servicer...................................

         Section 9.20.         Limitation on Liability of the Servicer...................................

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

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

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

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

         Section 10.04.        REO Property..............................................................

ARTICLE XI. MISCELLANEOUS PROVISIONS.....................................................................

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

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

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

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

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

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

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

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

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

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

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

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

         Section 11.13.        [RESERVED]................................................................

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

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


<PAGE>



         This POOLING AND SERVICING AGREEMENT, dated as of April 1, 2005 (the
"Agreement"), by and among MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware
corporation, as depositor (the "Depositor"), PHH MORTGAGE CORPORATION , a New
Jersey corporation, as servicer (the "Servicer") and WELLS FARGO BANK, N.A., as
Trustee (the "Trustee"), and acknowledged by MERRILL LYNCH MORTGAGE LENDING,
INC. a Delaware corporation, as seller (the "Seller"), for purposes of Section
2.04.

                              PRELIMINARY STATEMENT

         The Depositor intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the Trustee will
make, in accordance with Section 10.01, an election to treat the entire
segregated pool of assets described in the definition of REMIC 1 (as defined
herein), and subject to this Agreement, as a real estate mortgage investment
conduit (a "REMIC") for federal income tax purposes and such segregated pool of
assets will be designated as "REMIC 1." The REMIC 1 Regular Interests will be
the "regular interests" in REMIC 1 and the Class R-1 Certificates will be the
sole class of "residual interests" in REMIC 1 for purposes of the REMIC
Provisions (as defined herein) under the federal income tax law. A segregated
pool of assets consisting of the REMIC 1 Regular Interests will be designated as
"REMIC 2" and the REMIC Administrator will make a separate REMIC election with
respect thereto. The Class 1-A, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4, Class 2-A-5, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and
Class B-3 Certificates will be "regular interests" in REMIC 2, and the Class R-2
Certificates will be the sole class of "residual interests" therein for purposes
of the REMIC Provisions (as defined herein) under federal income tax law.

         The following table irrevocably sets forth the designation, the REMIC 1
Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for the REMIC 1 Regular Interest. The REMIC 1
Regular Interests will not be certificated.

<TABLE>
<CAPTION>

                                                                       Initial
           REMIC I                      REMIC I                    Uncertificated              Latest Possible
Regular Interest Designation       Pass-Through Rate              Principal Balance            Maturity Date(1)
--------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                           <C>                        <C>
             1-A                     Variable (2)                  $          348.63          April 25, 2035
             1-B                     Variable (2)                  $       11,243.83          April 25, 2035
             2-A                     Variable (2)                  $          913.31          April 25, 2035
             2-B                     Variable (2)                  $       29,461.01          April 25, 2035
             ZZZ                     Variable (2)                  $  407,006,481.68          April 25, 2035
</TABLE>
-----------------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the latest
         possible maturity date for the Mortgage Loans has been designated as
         the "latest possible maturity date" for each REMIC 1 Regular Interest.

(2)      Calculated in accordance with the definition of "REMIC 1 Pass-Through
         Rate" herein.



<PAGE>


THE CERTIFICATES

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

<TABLE>
<CAPTION>

                                                                                              Minimum
          Class                 Certificate Interest      Initial Class Principal        Denominations or
        Designation                     Rate                       Amount              Percentage Interest
        -----------                     ----                       ------              -------------------
<S>                                     <C>                      <C>                  <C>
     Class 1-A                          (1)                      $108,952,000.00      $      50,000.00
     Class 2-A-1                        (2)                       $80,000,000.00      $      50,000.00
     Class 2-A-2                        (2)                       $96,900,000.00      $      50,000.00
     Class 2-A-3                        (2)                        $3,100,000.00      $      50,000.00
     Class 2-A-4                        (2)                       $78,450,000.00      $      50,000.00
     Class 2-A-5                        (2)                       $27,027,000.00      $      50,000.00
     Class R-1                          N/A                                  N/A               100%
     Class R-2                          N/A                                  N/A               100%
     Class M-1                          (3)                        $4,274,000.00      $      50,000.00
     Class M-2                          (3)                        $3,256,000.00      $      50,000.00
     Class M-3                          (3)                        $2,238,000.00      $      50,000.00
     Class B-1                          (3)                        $1,221,000.00      $     250,000.00
     Class B-2                          (3)                          $203,000.00      $     250,000.00
     Class B-3                          (3)                        $1,427,448.96      $     250,000.00
</TABLE>

(1)      The Certificate Interest Rate with respect to any Distribution Date
         (and the related Accrual Period) for the Class 1-A Certificates will
         accrue based upon the weighted average of the net mortgage rates on the
         Pool 1 Mortgage Loans as described in this prospectus supplement.

(2)      The Certificate Interest Rate with respect to any Distribution Date
         (and the related Accrual Period) for the Class 2-A-1, Class 2-A-2,
         Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates will accrue based
         upon the weighted average of the net mortgage rates on the Pool 2
         Mortgage Loans as described in this prospectus supplement.

(3)      The Certificate Interest Rates with respect to any Distribution Date
         (and the related Accrual Period) for the Class M-1, Class M-2, Class
         M-3, Class B-1, Class B-2 and Class B-3 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 $407,048,448.47.

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


<PAGE>

                                   ARTICLE I.

                                   DEFINITIONS

         Section 1.01. DEFINITIONS.

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

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

         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 each Distribution Date, for each Class
of Certificates, the calendar month preceding the month in which such
Distribution Date occurs. Interest shall accrue on all Classes of Certificates
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
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.

         ADVERSE REMIC EVENT:  As defined in Section 10.01(f) hereof.

         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 1-A, Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-4 and Class 2-A-5 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 Pooling and Servicing Agreement and all amendments and
supplements hereto.

         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.

         ANCILLARY FEES: With respect to any Mortgage Loan, (i) all late
charges, (ii) all fees payable pursuant to PHH's "Speed Pay" program, (iii) all
returned-item charges (e.g. insufficient funds charges) and (iv) modification or
conversion fees.

         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 Monthly 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) the aggregate Purchase Price of
all Defective Mortgage Loans 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
$300,000 annually; provided, such annual aggregate maximum amount shall exclude
(i) any Servicing Transfer Costs, or amounts reimbursable to the Servicer under
this Agreement and (ii) any costs, damages or expenses incurred by the Trustee
in connection with any "high cost" home loans or any predatory or abusive
lending laws, which amounts shall in no case be subject to any such limitation;

         (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 Monthly Advances due to the Servicer (or,
pursuant to Section 5.04, the Trustee);

         (C) any related unreimbursed nonrecoverable Monthly 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.

         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: Class 1-A, Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-4, Class 2-A-5, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2 and Class B-3 Certificates.

         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 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, any 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.

         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, 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."

         CIVIL RELIEF ACT:  The Servicemembers Civil Relief Act as amended.

         CLASS: Collectively, Certificates which have the same priority of
payment and bear the same class designation and the form of which is identical
except for variation in the Percentage Interest evidenced thereby.

         CLASS 1-A CERTIFICATES:  Any of the Class 1-A Certificates.

         CLASS 2-A CERTIFICATES: Any of the Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-4 or Class 2-A-5 Certificates.

         CLASS R CERTIFICATES: The Class R-1 Certificate and Class R-2
Certificates executed by the Trustee, and authenticated and delivered by the
Authenticating Agent, substantially in the form annexed hereto as Exhibit A.

         CLASS PRINCIPAL AMOUNT: With respect to each Class of Certificates, the
aggregate of the Certificate Principal Amounts of all Certificates of such Class
at the date of determination.

         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 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:  April 29, 2005.

         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.

         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:
Corporate Trust Services - MLMI Series MLCC 2005-1 and for all other purposes,
Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services - MLMI Series MLCC 2005-1, or such other
address as the Trustee may designate from time to time by notice to the
Certificateholders.

         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 on each
Distribution Date, the aggregate amount of interest accrued at the applicable
Certificate Interest Rate during the related Accrual Period on the Class
Principal Amount of such Class.

         CUSTODIAL ACCOUNT: The separate trust account or accounts created and
maintained by the Servicer pursuant to the Fannie Mae Servicing Guide which
shall be entitled "Wells Fargo Bank, N.A., in trust for the registered holders
for Merrill Lynch Mortgage Investors Trust Series MLCC 2005-1 Mortgage
Pass-Through Certificates." The Custodial Account shall be an Eligible Account.

         CUT-OFF DATE:  April 1, 2005.

         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.

         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 2005-1, 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 May 2005.

         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 May 2005.

         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, which is the first day of the calendar month.

         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.

         EDP: The electronic data processing system used by the Seller and the
Servicer, which are licensees of ALLTEL Information Services, Inc.

         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, or in the case of
a Mortgage Loan financing the acquisition of the Mortgaged Property, the sales
price of the Mortgaged Property if such sales price is less than such Appraised
Value.

         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.

         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 CERTIFICATES: The Class B-1, Class B-2, Class B-3,
Class R-1 or Class R-2 Certificates.

         ESCROW ACCOUNT: The separate trust account or accounts created and
maintained by the Servicer pursuant to the Fannie Mae Servicing Guide which
shall be entitled "Wells Fargo Bank, N.A., in trust for the registered holders
for Merrill Lynch Mortgage Investors Trust Series MLCC 2005-1 Mortgage
Pass-Through Certificates." The Escrow Account shall be an Eligible Account.

         EVENT OF DEFAULT:  As defined in Section 6.14.

         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.

         FHA:  The Federal Housing Administration 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.

         GNMA: The Government National Mortgage Association, or any successor
thereto.

         GLOBAL SECURITIES: The global certificates representing the Book-Entry
Certificates.

         GROUP 1:  All of the Group 1 Certificates.

         GROUP 1 CERTIFICATE:  Any Class 1-A Certificate.

         GROUP 2:  All of the Group 2 Certificates.

         GROUP 2 CERTIFICATE: Any Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
2-A-4 or Class 2-A-5 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.

         INDEMNIFIED PARTIES:  As defined in Section 9.15.

         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 in Section 2.02(a), the form of
which is set forth at Exhibit K.

         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
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, on any
Distribution Date, the Current Interest for such Class, as reduced by such
Class's share of Net Interest Shortfalls and Relief Act Reductions.

         INTEREST SHORTFALL: As to any Class of Certificates and any
Distribution Date, (i) the amount by which the Interest Distribution Amount for
such Class on such Distribution Date and all prior Distribution Dates exceeds
(ii) amounts distributed in respect thereof to such Class on prior Distribution
Dates (as determined without reduction for amounts not paid to such Class 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 related Mortgage Pool's Net WAC,
plus any shortfall of interest on the Senior Certificates related to such
Undercollateralized Group remaining unpaid from prior Distribution Dates.

         INTERVENING ASSIGNMENTS: The original intervening assignments of the
Mortgage, notices of transfer or equivalent instrument.

         IRS: As defined in Section 4.02.

         LATEST POSSIBLE MATURITY DATE:  The Distribution Date in May 2035.

         LIMITED PURPOSE SURETY BOND: Any Limited Purpose Surety Bond listed in
Exhibit F.

         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 this 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 (a) in the case of a purchase, the
lesser of the selling price of the Mortgaged Property and its Appraised Value
determined in an appraisal obtained by the originator at origination of such
Mortgage Loan, or (b) in the case of a refinance, the Appraised Value of the
Mortgaged Property at the time of such refinance.

         LOSS: With respect to any indemnification arising under Section 9.15 of
this Agreement, any and all losses, claims, damages, penalties, liabilities,
obligations, judgments, settlements, awards, demands, offsets, defenses,
counterclaims, actions or proceedings, reasonable out-of-pocket costs, expenses
and attorneys' fees of an Indemnified Party (including but not limited to, (a)
any reasonable costs, expenses and attorneys' fees incurred by such Indemnified
Party in enforcing such right of indemnification against any indemnifying party
or with respect to any appeal, and (b) interest on any amount for which an
Indemnified Party is entitled to be indemnified from the date such Indemnified
Party notifies the Servicer of the expenditure or such amounts until such
amounts are paid by the Servicer; provided, however, that in no event shall a
"Loss" include a claim for consequential damages, indirect damages or lost
profits except when the Loss results from the gross negligence, fraud or willful
misconduct of the Servicer.

         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 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, 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.

         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 this 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 Mortgage Loan and REO Property), including without limitation, each
Mortgage Loan listed on the Mortgage Loan Schedule, as amended from time to
time.

         MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement,
dated as of April 1, 2005, 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, (2) separately
identify Six-Month LIBOR Loans, One-Year U.S. Treasury Loans and Additional
Collateral Mortgage Loans and (3) set forth the following information with
respect to each Mortgage Loan:

         (i) the loan number;

         (ii) the Mortgagor's name;

         (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 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.

         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 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 LIQUIDATION PROCEEDS: With respect to any Liquidated Mortgage Loan
or any other disposition of related Mortgaged Property, the related Liquidation
Proceeds net of Monthly 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 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 the related Due Period 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 first day of the calendar month
immediately preceding the calendar month of such Distribution Date, weighted on
the basis of their outstanding Stated Principal Balances at such time. When the
term "Net WAC" is used herein with reference to only the Six-Month LIBOR Loans
and One-Year U.S. Treasury Loans, such weighted average shall be computed with
reference solely to the Mortgage Loans in the relevant group.

         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 a Monthly 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.

         OFFERED CERTIFICATE: Any Senior Certificate or Offered Subordinate
Certificate.

         OFFERED SUBORDINATE CERTIFICATES: The Class M-l, Class M-2 and Class
M-3 Certificates.

         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 or the
Depositor, as the case may be.

         ONE-YEAR U.S. TREASURY LOAN: Each Mortgage Loan bearing a Mortgage Rate
that adjusts in accordance with the U.S. Treasury for one-year U.S. dollar
deposits.

         OPINION OF COUNSEL: A written opinion of counsel, who may be an
employee of the Depositor or the Servicer, that is reasonably acceptable to each
addressee of such opinion; provided that any Opinion of Counsel relating to (a)
qualification of the Mortgage Loans in a REMIC or (b) compliance with the REMIC
Provisions, must be an opinion of counsel reasonably acceptable to each
addressee of such opinion, who (i) is in fact independent of the Servicer and
the Depositor, (ii) does not have any material direct or indirect financial
interest in the Servicer or the Depositor or in an affiliate of either and (iii)
is not connected with the Servicer or the Depositor as an officer, employee,
director or person performing similar functions.

         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 the 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 previously unreimbursed Monthly 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 M-1 - 3.10%; Class M-2 - 2.05%; Class M-3
- 1.25%; Class B-1 - 0.70%; Class B-2 - 0.40%; and Class B-3 - 0.35%.

         ORIGINAL SUBORDINATE CLASS PRINCIPAL AMOUNT: The aggregate Class
Principal Amounts of the Subordinate Certificates as of the Closing Date.

         ORIGINATOR:  Merrill Lynch Credit Corporation.

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

         PAYING AGENT: Any paying agent appointed by the Trustee pursuant to
Section 3.08.

         PERCENTAGE INTEREST: With respect to any Certificate (other than a
Class R Certificate), a fraction, expressed as a percentage, the numerator of
which is the initial Certificate Principal Amount represented by such
Certificate and the denominator of which is the initial Class Principal Amount
of the related Class. With respect to any Class of Class R Certificates, the
portion of such Class evidenced thereby, expressed as a percentage, as stated on
the face of such Certificate; provided, however, that the sum of all such
percentages for each such Class totals 100%.

         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
                  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.

         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.

         PHH: PHH means PHH Mortgage Corporation and its successors and assigns.

         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 MORTGAGE LOANS:  Any Mortgage Loan in Pool 1.

         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 first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal Balances at
such time.

         POOL 1 SUBORDINATE AMOUNT: For any Distribution Date, the excess of (a)
the Aggregate Stated Principal Balance of the Pool 1 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 1-A 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 MORTGAGE LOANS:  Any Mortgage Loan in Pool 2.

         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 first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal Balances at
such time.

         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 Amounts of the Class 2-A-1, Class 2-A-2,
Class 2-A-3, Class 2-A-4 and Class 2-A-5 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 the
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 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 this 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 Mortgage Loans in 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 senior 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
Mortgage Loans in the related Mortgage Pool for such Distribution Date.

         PROSPECTUS: The prospectus supplement, dated April 27, 2005, together
with the accompanying prospectus dated June 18, 2004, relating to the initial
sale of the Class 1-A, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class
2-A-5, Class M-1, Class M-2 and Class M-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 this Agreement, or by the Seller pursuant to the Mortgage Loan
Purchase 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.

         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 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: With respect to each Distribution Date and each class of
Offered Certificates, the close of business on the last Business Day of the
month immediately preceding the month in which the related Distribution Date
occurs.

         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 Group 2 Certificates are related
to Pool 2).

         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: A "real estate mortgage investment conduit" within the meaning
of Section 860D of the Code.

         REMIC 1: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of: (i) each Mortgage Loan (exclusive of
payments of principal and interest due on or before the Cut off Date, if any,
received by the Servicer which shall not constitute an asset of the Trust Fund)
as from time to time are subject to this Agreement and all payments under and
proceeds of such Mortgage Loans (exclusive of any prepayment fees and late
payment charges received on the Mortgage Loans), together with all documents
included in the related Trustee Mortgage File, subject to Section 2.02; (ii) any
REO Property; (iii) the primary hazard insurance policies, if any, the Primary
Mortgage Insurance Policies, if any, and all other insurance policies with
respect to the Mortgage Loans; and (iv) the Depositor's interest in respect of
the representations and warranties made by the Seller in the Mortgage Loan
Purchase Agreement.

         REMIC 1 PASS-THROUGH RATE: With respect to REMIC 1 Regular Interests
1-A, 2-A and ZZZ, the weighted average of the Net Mortgage Rates of the Mortgage
Loans, weighted on the basis of the respective Stated Principal Balance of each
such Mortgage Loan as of the beginning of the Due Period immediately preceding
the related Distribution Date. With respect to REMIC 1 Regular Interest 1-B, the
weighted average of the Net Mortgage Rates of the Pool 1 Mortgage Loans,
weighted on the basis of the respective Stated Principal Balance of each such
Mortgage Loan as of the beginning of the Due Period immediately preceding the
related Distribution Date. With respect to REMIC 1 Regular Interest 2-B, the
weighted average of the Net Mortgage Rates of the Pool 2 Mortgage Loans,
weighted on the basis of the respective Stated Principal Balance of each such
Mortgage Loan as of the beginning of the Due Period immediately preceding the
related Distribution Date

         REMIC 1 REGULAR INTERESTS: Each uncertificated partial undivided
beneficial ownership interest in REMIC 1 as designated in the Preliminary
Statement having a principal balance equal to its Uncertificated Principal
Balance, and which bears interest at a rate equal to its REMIC 1 Pass Through
Rate.

         REMIC 1 SUBORDINATED BALANCE RATIO: The ratio among the Uncertificated
Principal Balances of each of the REMIC 1 Regular Interests ending with the
designation "A," equal to the ratio among:

         (1) the excess of (x) the aggregate Stated Principal Balance of the
Pool 1 Mortgage Loans over (y) the Class Principal Amount of the Class 1-A
Certificates; and

         (2) the excess of (x) the aggregate Stated Principal Balance of the
Pool 2 Mortgage Loans over (y) the Class Principal Amount of the Class 2-A-1,
Class 2-A-2, Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates;

         REMIC 2: The segregated pool of assets consisting of the REMIC 1
Regular Interests conveyed in trust to the Trustee for the benefit of the
holders of the Class 1-A, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4,
Class 2-A-5, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3
and Class R-2 Certificates, with respect to which a separate REMIC election is
to be made.

         REMIC 2 CERTIFICATES: Any of the Class 1-A, Class 2-A-1, Class 2-A-2,
Class 2-A-3, Class 2-A-4, Class 2-A-5, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class R-2 Certificates.

         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 2:  As described in the Preliminary Statement.

         REO DISPOSITION: The final sale by the Servicer of an REO Property.

         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 this
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 CERTIFICATES: The Class R-1 Certificates and the Class R-2
Certificates.

         RESPA: The Real Estate Settlement Procedures Act, 12 U.S.C ss. 2601 et
seq., and Regulation X, 24 C.F.R. ss. 3500.21, thereunder, as the foregoing may
be amended from time to time.

         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 B-1, Class B-2 or Class B-3
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.

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

         SCHEDULE OF EXCEPTIONS: As defined in Section 2.02(a) of this
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 this 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.

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

         SELLER:  Merrill Lynch Mortgage Lending, Inc., a Delaware corporation.

         SENIOR CERTIFICATE: Any one of the Class 1-A, Class 2-A-1, Class 2-A-2,
Class 2-A-3, Class 2-A-4 or Class 2-A-5 Certificates.

         SENIOR PERCENTAGE: With respect to each Mortgage Pool for any
Distribution Date, the related Pro Rata Senior Percentage. With respect to any
Distribution Date after the related Senior Termination Date, the related Senior
Percentage will be 0%.

         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 fifth anniversary of the
first Distribution Date shall be as follows: (i) from May 2010 through April
2011, the Senior Percentage plus 70% of the Subordinate Percentage for that
Distribution Date; (ii) from May 2011 through April 2012, the Senior Percentage
plus 60% of the Subordinate Percentage for that Distribution Date; (iii) from
May 2012 through April 2013, the Senior Percentage plus 40% of the Subordinate
Percentage for that Distribution Date; (iv) from May 2013 through April 2014,
the related Senior Percentage plus 20% of the Subordinate Percentage for that
Distribution Date; and (v) from and after May 2014, 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.

         SENIOR PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Certificate
Group and Distribution Date, the sum of:

                  (i)      the product of (a) the related Senior Percentage and
                           (b) the principal portion of each Scheduled Payment
                           (without giving effect to any Deficient Valuations or
                           Debt Service Reductions) on each Mortgage Loan in the
                           related Mortgage Pool due during the related Due
                           Period;

                  (ii)     the product of (a) the related Senior Prepayment
                           Percentage and (b) each of the following amounts: (i)
                           the principal portion of each full and partial
                           principal prepayment made by a borrower on a Mortgage
                           Loan in the related Mortgage Pool during the related
                           Prepayment Period; (ii) each other unscheduled
                           collection, including Insurance Proceeds and Net
                           Liquidation Proceeds (other than with respect to any
                           Mortgage Loan in the related Mortgage Pool that was
                           finally liquidated during the related Prepayment
                           Period) representing or allocable to recoveries of
                           principal of the related Mortgage Loans received
                           during the related Prepayment Period; and (iii) the
                           principal portion of the purchase price of each
                           Mortgage Loan purchased by the Seller or any other
                           person pursuant to the Mortgage Loan Purchase
                           Agreement due to a defect in documentation or a
                           material breach of a representation and warranty with
                           respect to such Mortgage Loan or, in the case of a
                           permitted substitution of a Defective Mortgage Loan,
                           the amount representing any principal adjustment in
                           connection with any such replaced Mortgage Loan in
                           the related Mortgage Pool with respect to the related
                           Prepayment Period;

                  (iii)    with respect to unscheduled recoveries allocable to
                           principal of any Mortgage Loan in the related
                           Mortgage Pool that was fully liquidated during the
                           related Prepayment Period, the lesser of (a) the
                           product of (1) the Senior Percentage for that date
                           and (2) the remaining Stated Principal Balance of the
                           related Mortgage Loan at the time of liquidation and
                           (b) the product of (1) the Senior Prepayment
                           Percentage for that date and (2) the Net Liquidation
                           Proceeds allocable to principal; and

                  (iv)     any amounts described in clauses (i) through (iii)
                           above that remain unpaid with respect to such
                           Certificate Group from prior Distribution Dates.

         SENIOR TERMINATION DATE: For each Certificate Group, the Distribution
Date when the aggregate Class Principal Amount of the Senior Certificates
related to a Mortgage Pool has been reduced to zero.

         SERVICER:  PHH and its successors and assigns.

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

         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 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 Principal Prepayments and
Liquidation Proceeds allocable to principal and to the payment of principal due
on such Due Date and irrespective of any delinquency in payment by the related
Mortgagor.

         STEP-DOWN TEST: 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 Delinquent 60 days or more (including
Mortgage Loans in bankruptcy, foreclosure and REO Property), averaged over the
preceding six month period, as a percentage of the aggregate Class Principal
Amounts on such Distribution Date (without giving effect to any payments on such
Distribution Date) of the Subordinate Certificates, 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 occurring in the period from
May 2010 to April 2011, 30% of the Original Subordinate Class Principal Amount,
(b) with respect to each Distribution Date occurring in the period from May 2011
through April 2012, 35% of the Original Subordinate Class Principal Amount, (c)
with respect to each Distribution Date occurring in the period from May 2012
through April 2013, 40% of the Original Subordinate Class Principal Amount, (d)
with respect to each Distribution Date occurring in the period from May 2013
through April 2014, 45% of the Original Subordinate Class Principal Amount and
(e) with respect to each Distribution Date occurring in May 2014 and thereafter,
50% of the Original Subordinate Class Principal Amount.

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

         SUBORDINATE CERTIFICATE WRITEDOWN AMOUNT: The amount equal to the
excess of the total Certificate Principal Amount of all the Certificates on any
Distribution Date (after giving effect to distributions of principal and
allocation or Realized Losses on that date) over the total Stated Principal
Balance of the Mortgage Loans for the related Distribution Date by which the
Class Principal Amount of the lowest ranking class of Subordinate Certificates
then outstanding will be reduced.

         SUBORDINATE CLASS PERCENTAGE: As to any Distribution Date and any Class
of Subordinate Certificates, the percentage obtained by dividing the Class
Principal Amount of such class immediately prior to such Distribution Date by
the aggregate Class Principal Amount of all classes of Subordinate Certificates
immediately prior to 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 relative 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 on such Distribution Date; provided, however, that on any
Distribution Date after a Senior Termination Date has occurred with respect to a
Mortgage Pool, the Subordinate Percentage will represent the entire interest of
the Subordinate Certificates in the Mortgage Loans and will be equal to the
difference between 100% and the Senior Percentage related to the Mortgage Loans
in the aggregate 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;
provided; however, that on any Distribution Date after a Senior Termination Date
has occurred with respect to a Mortgage Pool, the Subordinate Prepayment
Percentage will represent the entire interest of the Subordinate Certificates in
the Mortgage Loans and will be equal to the difference between 100% and the
Senior Prepayment Percentage related to the Mortgage Loans in the aggregate for
such Distribution Date.

         SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Distribution Date and each Mortgage Pool, an amount equal to the sum of:

                  (i)      the product of (a) the related Subordinate Percentage
                           and (b) the principal portion of each related
                           Scheduled Payment (without giving effect to any
                           Deficient Valuations or Debt Service Reductions) on
                           each Mortgage Loan in the related Mortgage Pool due
                           during the related Due Period;

                  (ii)     the product of (a) the related Subordinate Prepayment
                           Percentage and (b) each of the following amounts: (1)
                           the principal portion of each full and partial
                           principal prepayment made by a borrower on a Mortgage
                           Loan in the related Mortgage Pool during the related
                           Prepayment Period, (2) each other unscheduled
                           collection, including Insurance Proceeds and Net
                           Liquidation Proceeds (other than with respect to any
                           Mortgage Loan in the related Mortgage Pool that was
                           finally liquidated during the related Prepayment
                           Period), representing or allocable to recoveries of
                           principal of Mortgage Loans in the related Mortgage
                           Pool received during the related Prepayment Period
                           and (3) the principal portion of the purchase price
                           of each Mortgage Loan in the related Mortgage Pool
                           that was purchased by the Seller or any other person
                           pursuant to the Mortgage Loan Purchase Agreement due
                           to a defect in documentation or a material breach of
                           a representation or warranty with respect to such
                           Mortgage Loan or, in the case of a permitted
                           substitution of a Defective Mortgage Loan, the amount
                           representing any principal adjustment in connection
                           with any such replaced Mortgage Loan in the related
                           Mortgage Pool with respect to such Distribution Date;

                  (iii)    with respect to unscheduled recoveries allocable to
                           principal of any Mortgage Loan in the related
                           Mortgage Pool that was finally liquidated during the
                           related Prepayment Period, the related Net
                           Liquidation Proceeds allocable to principal, to the
                           extent not distributed pursuant to clause (iii) of
                           the definition of Senior Principal Distribution
                           Amount; and

                  (iv)     any amounts described in clauses (i) through (iii)
                           for any previous Distribution Date that remain
                           unpaid;

         minus the sum of:

                  (A)      if the aggregate Class Principal Amount of any
                           Certificate Group has been reduced to zero, principal
                           paid from the Available Distribution Amount from the
                           related Mortgage Pool to the remaining Certificate
                           Group; and

                  (B)      the amounts paid from the Available Distribution
                           Amount for an Overcollateralized Group to the Senior
                           Certificates related to an Undercollateralized Group.

         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 hereof which shall initially be the Holder of each Class of Residual
Certificates for the related REMIC.

         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 Mortgage Loan Purchase 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 separate trustee or any co-trustee shall be appointed as
herein provided, then such separate trustee and such co-trustee, as the case may
be.

         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 related
Subordinate Percentage is at least two times the related Subordinate Percentage
as of the Closing Date; (ii) the outstanding Stated Principal Balance of all
Mortgage Loans Delinquent 60 days or more (including Mortgage Loans in
bankruptcy, foreclosure and REO Property), averaged over the preceding six month
period, as a percentage of the aggregate Class Principal Amounts on such
Distribution Date (without giving effect to any payments on such Distribution
Date) of the Subordinate Certificates, does not equal or exceed 50%; and (iii)
cumulative Realized Losses with respect to the Mortgage Loans do not exceed 20%
of the aggregate Class Principal Amount of the Subordinate Certificates as of
the Closing Date.

         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.

         UNDERWRITER:  Merrill Lynch, Pierce, Fenner & Smith Incorporated.

         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 October 28,
2003 and the related terms agreement, dated April 27, 2005, each between the
Depositor and the Underwriter, referred to collectively.

         UNDERWRITING STANDARDS: As to each Mortgage Loan, the Originator's
written underwriting guidelines in effect as of the origination date of such
Mortgage Loan.

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

         UNCERTIFICATED PRINCIPAL BALANCE: With respect to each REMIC 1 Regular
Interest on any date of determination, the amount set forth in the Preliminary
Statement hereto minus the sum of (x) the aggregate of all amounts previously
deemed distributed with respect to such interest and applied to reduce the
Uncertificated Principal Balance thereof pursuant to Section 5.05 and (y) the
aggregate of all reductions in Class Principal Amount deemed to have occurred in
connection with Realized Losses that were previously deemed allocated to the
Uncertificated Principal Balance of such REMIC 1 Regular Interest pursuant to
Section 5.05.

         UNCERTIFICATED REMIC ACCRUED INTEREST: With respect to each
Distribution Date, as to any REMIC 1 Regular Interest, interest accrued during
the related Accrual Period at the related REMIC 1 Pass Through Rate on the
Uncertificated Principal Balance thereof immediately prior to such Distribution
Date. Uncertificated REMIC Accrued Interest will be calculated on the basis of a
360 day year, consisting of twelve 30 day months. In each case Uncertificated
REMIC Accrued Interest on any REMIC 1 Regular Interest will be reduced by the
amount of: (i) Prepayment Interest Shortfalls on all Mortgage Loans (to the
extent not offset by the Servicer with a Compensating Interest Payment), (ii)
the interest portion (adjusted to the Net Mortgage Rate) of Realized Losses not
allocated solely to one or more specific Classes of Certificates pursuant to
Section 6.02, (iii) the interest portion of Monthly Advances previously made
with respect to a Mortgage Loan or REO Property which remained unreimbursed
following the liquidation or other disposition of such Mortgage Loan or REO
Property by the Servicer or the Servicer that were made with respect to
delinquencies that were ultimately determined to be Excess Losses and (iv) any
other interest shortfalls not covered by the subordination provided by the Class
M Certificates and the Class B Certificates with all such reductions allocated
among all of the REMIC 1 Regular Interests in proportion to their respective
amounts of Uncertificated REMIC Accrued Interest payable on such Distribution
Date which would have resulted absent such reductions.

         USAP REPORT: A report in compliance with the Uniform Single Attestation
Program for Mortgage Bankers delivered in accordance with Section 9.13.

         VOTING INTERESTS: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. The voting rights allocated
among Holders of such Certificates outstanding shall be the fraction, expressed
as a percentage, the numerator of which is the aggregate Certificate Principal
Amounts of all the Certificates of such Class then outstanding and the
denominator of which is the Aggregate Stated Principal Balance of all the
Certificates then outstanding (other than the Class R Certificates). 99.00% of
all voting rights will be allocated among all holders of the Certificates (other
than the Class R Certificates) in proportion to their then outstanding
Certificate Principal Amount, 0.5% and 0.5% of all voting rights will be
allocated among the holders of the Class R-1 Certificates and Class R-2
Certificates, respectively, in proportion to the Percentage Interests evidenced
by their respective Certificates; provided, however, that any Certificate
registered in the name of the Servicer, the Depositor or the Trustee or any of
their respective affiliates shall not be included in the calculation of voting
rights.

         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.


<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 Mortgage Loan Purchase 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 Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the assets of REMIC 1 for the benefit of the holders of the REMIC 1
Regular Interests. The Trustee acknowledges receipt of the assets of REMIC 1 and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of the holders of the REMIC 1 Regular Interests.

         The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC 1 Regular Interests and the other assets of REMIC 2 for the
benefit of the holders of the REMIC 2 Certificates. The Trustee acknowledges
receipt of the REMIC 1 Regular Interests (which are uncertificated) and the
other assets of REMIC 2 and declares that it holds and will hold the same in
trust for the exclusive use and benefit of the holders of the REMIC 2
Certificates. 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, the New Mexico Home Loan Protection Act, effective January 1,
2004, the Massachusetts Predatory Home Loan Practices Act, effective November 7,
2004, and a "High-cost Home Loan" as defined by the Indiana High Cost Home Loan
Law effective January 1, 2005.

         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 following documents or instruments with
respect to each Mortgage Loan so transferred and assigned (each a "Trustee
Mortgage File"):

         (1) 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. A lost note affidavit (including a copy of the original Mortgage Note)
may be delivered in lieu of the original Mortgage Note.

         (2) 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.

         (3) The original Assignment of Mortgage, executed in blank by either
MLML 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]."

         (4) 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).

         (5) 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.

         (6) 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.

         (7) 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.

         (8) With respect to each Additional Collateral Mortgage Loan,

                  a. 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;

                  b. copy of the UCC-1 (applicable for South Carolina and Rhode
Island only);

                  c. an original form UCC-3, if applicable;

                  d. 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.

         (9) With respect to each Cooperative Loan:

                  a. the original proprietary lease;

                  b. the original recognition agreement;

                  c. the original security agreement;

                  d. the original or copy of the assignment of proprietary
lease;

                  e. the original cooperative stock certificate and stock power
executed by borrower in blank; f. the original UCC-1 Financing Statements; and

                  g. the original UCC-3 Financing Statements.

         (10) Power of Attorney, if applicable.

                  (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 2005-1, 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 2005-1, 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
following review procedures and verify that: (a) all documents described in
Sections 2.01(a)(1), (2), (3), (4) and (5) hereof and to the extent provided in
the Trustee Mortgage Files all documents described in Sections 2.01(a)(6), (7),
(8), (9) and (10) hereof, if applicable, 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 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 of Mortgage has
been executed as provided in Section 2.01 hereof. .

         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. The Trustee (or any
custodian on its behalf) shall also note, with respect to each Mortgage Loan,
whether a certified copy of the related Mortgage was delivered to the Trustee
(or any custodian on its behalf) in lieu of the original of such Mortgage,
whether a certified copy of an intervening assignment of the related Mortgage
was delivered to the Trustee (or any custodian on its behalf) in lieu of the
original of such assignment, and whether a preliminary title report with respect
to such Mortgage Loan was delivered to the Trustee (or any custodian on its
behalf) in lieu of the original policy of title insurance. 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
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 therefor 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 Schedule 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 Mortgage
Loan Purchase Agreement.

         Section 2.03. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AND THE
SERVICER.

A. The Depositor hereby represents and warrants to the Servicer and 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;

                           (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 Originator 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 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) As of the Closing Date, 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) As of the Closing Date, 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) As of the Closing Date, 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 by the
Depositor shall survive the termination of this Agreement and shall not be
waived by any party hereto

B. The Servicer hereby represents and warrants to the Depositor and to the
Trustee, for the benefit of the Certificateholders as of the Closing Date that:

                           (i) The Servicer is a corporation duly organized,
                  validly existing and in good standing under the laws of the
                  State of New Jersey. The Servicer has in full force and effect
                  (without notice of possible suspension, revocation or
                  impairment) all required qualifications, permits, approvals,
                  licenses, and registrations, or exemption therefrom, to
                  conduct all activities in all jurisdictions in which its
                  activities with respect to the Mortgage Loans require it to be
                  qualified or licensed;

                           (ii) The Servicer has all requisite corporate power,
                  authority and capacity to carry on its business as it is now
                  being conducted, to execute and deliver this Agreement, and to
                  perform all of its obligations hereunder. The Servicer does
                  not believe, nor does it have any cause or reason to believe,
                  that it cannot perform each and every covenant contained in
                  this Agreement;

                           (iii) The execution, delivery and performance of this
                  Agreement by the Servicer and consummation of the transactions
                  contemplated hereby have been duly and validly authorized by
                  all necessary corporate, shareholder or other action by the
                  Servicer; this Agreement has been duly and validly executed
                  and delivered by the Servicer; and this Agreement is a valid
                  and legally binding agreement of the Servicer, enforceable
                  against the Servicer in accordance with its respective terms,
                  subject to bankruptcy, insolvency and similar laws affecting
                  generally the enforcement of creditors' rights and the
                  discretion of a court to grant specific performance of
                  contracts;

                           (iv) Neither the execution and delivery of this
                  Agreement, nor the consummation of the transactions
                  contemplated hereby, nor compliance with their respective
                  terms and conditions shall (a) violate, conflict with, result
                  in the breach of, constitute a default under, be prohibited by
                  or require any additional approval under any terms, conditions
                  or provisions of the Servicer's articles of incorporation or
                  by-laws or any other similar corporate or organizational
                  document of the Servicer; any mortgage, indenture, deed of
                  trust, loan or credit agreement or other agreement or
                  instrument to which the Servicer is now a party or by which it
                  is bound; or any law, ordinance, rule, regulation, order,
                  judgment or decree of any governmental authority applicable to
                  the Servicer; or (b) result in the creation or imposition of
                  any lien, charge or encumbrance of any material nature upon
                  any of the properties or assets of the Servicer;

                           (v) The Servicer holds all licenses, approvals,
                  permits and other authorizations, or exemptions therefrom,
                  required under applicable law to assume responsibility for
                  servicing the Mortgage Loans;

                           (vi) There is no litigation, claim, demand,
                  proceeding or governmental investigation existing or pending,
                  or to the knowledge of the Servicer, threatened, nor is there
                  any order, injunction or decree outstanding against or
                  relating to the Servicer that could (i) have a material
                  adverse effect upon the performance by the Servicer of its
                  obligations under this Agreement or (ii) to the Servicer's
                  knowledge, result in any material loss or liability to
                  Depositor, the Trustee, the Trust Fund or the Seller. Further,
                  to the Servicer's knowledge, there is no meritorious basis for
                  any such litigation, claim, demand, proceeding, or
                  governmental investigation;

                           (vii) The Servicer has been approved by GNMA, Fannie
                  Mae and FHLMC and will remain approved as an "eligible
                  seller/servicer" of residential mortgage loans as provided in
                  GNMA, Fannie Mae, or FHLMC guidelines and in good standing.
                  The Servicer has not received any notification from GNMA,
                  Fannie Mae or FHLMC that the Servicer is not in compliance
                  with the requirements of the approved "seller/servicer"
                  status. The Servicer is a mortgagee approved by the Secretary
                  of HUD pursuant to Section 203 and 211 of the National Housing
                  Act. The Servicer has not received any notification from HUD
                  that the Servicer is not in compliance with the requirements
                  of the approved mortgagee status;

                           (viii) The servicing practices to be used by the
                  Servicer under this Agreement are, and shall remain, in all
                  material respects in compliance with Accepted Servicing
                  Practices, including without limitation, all federal, state
                  and local laws, rules, all regulations and requirements in
                  connection therewith, and Fannie Mae guidelines, as
                  applicable;

                           (ix) The Servicer has not received written notice
                  from or on behalf of FHA, HUD, FDIC, Fannie Mae, FHLMC or
                  GNMA, advising the Servicer of its failure to comply with
                  applicable servicing or claims procedures, or resulted in a
                  request for repurchase of mortgage loans or indemnification in
                  connection with any mortgage loans;

                           (x) The Servicer has in place a contingency plan that
                  will enable it to perform its obligations under this Agreement
                  in all material respects, at another location within five (5)
                  Business Days in the event its primary location is rendered
                  inoperative as a result of a natural or other disaster or
                  emergency;

                           (xi) The Servicer maintains and shall maintain, in
                  good standing, all licenses and approvals necessary to service
                  the Mortgage Loans and maintains and shall at all times
                  maintain the capital requirements imposed by the licensing or
                  approving entities having jurisdiction over the Servicer. The
                  Servicer has filed applications for all applicable licenses
                  and qualifications to do business and to service the Mortgage
                  Loans in the U.S. Virgin Islands;

                           (xii) The Servicer maintains and shall at all times
                  maintain error and omissions and fidelity insurance coverage
                  of the type and in the amounts required by Fannie Mae;

                           (xiii) The Servicer has, and shall at all times
                  maintain during the term of this Agreement, sufficient
                  systems, including but not limited to the Servicer's EDP, and
                  trained and experienced personnel in place to perform its
                  obligations under this Agreement;

                           (xiv) For so long as, and to the extent that, the
                  Servicer services the Mortgage Loans, the Servicer will
                  continue to comply with each applicable federal, state, or
                  local, law, statute, and ordinance, and any rule, regulation,
                  or order issued thereunder, pertaining to the subject matter
                  of this Agreement, including, but not limited to, usury,
                  RESPA, Consumer Credit Reporting Act, Equal Credit Opportunity
                  Act, Federal Deposit Insurance Corporation Improvement Act,
                  Regulation B, Fair Credit Reporting Act, Fair Debt Collection
                  Practices Act, Fair Housing Act, Truth in Lending Act and
                  Regulation Z, Flood Disaster Protection Act of 1973, and any
                  applicable regulations related thereto, and such other fair
                  housing, anti-redlining, equal credit opportunity,
                  truth-in-lending, real estate settlement procedures, fair
                  credit reporting, and every other prohibition against unlawful
                  discrimination in residential mortgage lending or governing
                  consumer credit, and all state consumer credit statutes and
                  regulations, as amended. In the event the Depositor or the
                  Trustee has a reasonable good faith belief in the Servicer's
                  non-compliance with this representation and warranty and upon
                  the Depositor's or the Trustee's written request, the Servicer
                  shall deliver to the Depositor or the Trustee reasonable
                  evidence of compliance with any of the requirements of this
                  representation and warranty; and

                           (xv) Neither the Servicer, its parent, nor any of its
                  subsidiaries is in bankruptcy, receivership or
                  conservatorship. The Servicer has the requisite financial
                  resources and ability to meet its obligations under this
                  Agreement, including, but not limited to, any and all
                  indemnification obligations,

         Within 60 days of the earlier of either discovery by or notice to the
Servicer of any breach of a representation or warranty set forth in this Section
2.03(B) which materially and adversely affects the ability of the Servicer to
perform its duties and obligations under this Agreement or otherwise materially
and adversely affects the value of the Mortgage Loans, the Mortgaged Property or
the priority of the security interest on such Mortgaged Property, the Servicer
shall use its best efforts promptly to cure such breach in all material respects
and, if such breach cannot be cured, the Servicer shall, at the Trustee's
option, assign the Servicer's rights and obligations under this Agreement (or
respecting the affected Mortgage Loans) to a successor servicer selected by the
Depositor with the prior consent and approval of the Trustee. Such assignment
shall be made in accordance with this Agreement.

         Section 2.04. DISCOVERY OF BREACH; REPURCHASE OR SUBSTITUTION OF
MORTGAGE LOANS.

                  (a) Pursuant to Section 7 of the Mortgage Loan Purchase
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 and the Servicer set forth in Section 2.03 and (ii) the
representations and warranties of the Seller set forth in Section 7 of the
Mortgage Loan Purchase 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, the Servicer 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 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 and (ii) in the case of an uncured breach by the Seller under the
Mortgage Loan Purchase Agreement, cause the Depositor to enforce the Seller's
obligation under the Mortgage Loan Purchase 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, if 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, if 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, 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 Agreement, including all representations and
warranties thereof included in the Mortgage Loan Purchase 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, the Servicer
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 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.

         The Seller indemnifies and holds the Trust Fund, the Trustee, the
Depositor, the Servicer and each Certificateholder harmless against any and all
taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other costs, fees and expenses that the Trust
Fund, the Trustee, the Depositor, the Servicer 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 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.

                  (d) Notwithstanding anything to the contrary in this
Agreement, Seller shall service and administer the Additional Collateral, it
being understood and agreed that only Seller shall service and administer the
related securities accounts, lines of credit and guarantees with respect to
Additional Collateral.

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


<PAGE>

                                  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 in the Percentage Interests, specified herein.
Each Class of Book-Entry Certificates will be issued in the minimum
denominations in Certificate Principal 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 will be
issued in registered, certificated form in minimum denominations of a 25%
Percentage Interest. Provided however, that one Certificate of each such Class
of Certificates may be in a different denomination so that the sum of the
denominations of all outstanding Certificates of such Class shall equal the
Class Certificate Balance of such Class on the Closing Date.

                  (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 B-1, Class B-2 and Class B-3 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 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 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 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 investors, by a transferor who furnishes to the Certificate
         Registrar a letter of the transferee substantially in the form of
         Exhibit H hereto.

                  (d)(i) No transfer of an ERISA-Restricted Certificate shall be
made unless the prospective transferee provides the Trustee and the Depositor
with (A) a representation as set forth in Exhibit I to the effect that such
transferee is not an employee benefit plan subject to Title I of ERISA, a plan
subject to Section 4975 of the Code or a plan or arrangement subject to any
provisions under any federal, state, local, non-U.S. or other laws or
regulations that are substantively similar to the foregoing provisions of ERISA
or the Code ("Similar Law") (collectively, a "Plan"), and is not directly or
indirectly acquiring the Certificate for, on behalf of or with any assets of any
such Plan, (B) a representation or certification to the Trustee to the effect
that the proposed transfer and holding of the Certificate and the servicing,
management and operation of the Trust Fund will not result in a prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code which is not
covered under an individual or class prohibited transaction exemption including
but not limited to Department of Labor Prohibited Transaction Class Exemption
("PTCE") 84-14 (Class Exemption for Plan Asset Transactions Determined by
Independent Qualified Professional Asset Managers); PTCE 91-38 (Class Exemption
for Certain Transactions Involving Bank Collective Investment Funds); 90-1
(Class Exemption for Certain Transactions Involving Insurance Company Pooled
Separate Accounts), PTCE 95-60 (Class Exemption for Certain Transactions
Involving Insurance Company General Accounts), PTCE 96-23 (Class Exemption for
Plan Asset Transactions Determined by In-House Asset Managers) and will not
subject the Depositor, the Servicer or the Trustee to any obligation in addition
to those undertaken in this Agreement, or (C) solely in the case of a Definitive
Certificate, an Opinion of Counsel satisfactory to the Trustee to the effect
that the acquisition or holding of such Certificate 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 and the Code, will not result in such
a prohibited transaction, and will not subject the Depositor, the Servicer or
the Trustee to any obligation in addition to those expressly undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Certificate
Registrar, the Depositor, the Servicer or the Trustee.

                  (ii) For purposes of paragraph (i) of this Subsection 3.03(d),
other than subparagraph (i)(C), the representation as set forth in Exhibit B or
Exhibit I, as applicable, shall be deemed to have been made to the Trustee or
the Depositor by the transferee's acceptance of an ERISA Restricted Certificate
(or the acceptance by a Certificate Owner of the beneficial interest in any
Class of ERISA Restricted Certificates). Notwithstanding any other provision
herein to the contrary, any purported transfer of an ERISA Restricted
Certificate to or on behalf of a Plan without the delivery to the Trustee or the
Depositor of a representation or an Opinion of Counsel satisfactory to the
Trustee or the Depositor as described above shall be void and of no effect. None
of the Certificate Registrar, the Depositor, the Servicer or the Trustee shall
be under any liability to any Person for any registration or transfer of any
ERISA Restricted Certificate that is in fact not permitted by this Section
3.03(d) nor shall the Paying Agent be under any liability for making any
payments due on such Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement so
long as the transfer was registered by the Certificate Registrar in accordance
with the foregoing requirements. The Certificate Registrar, Depositor, Servicer,
Paying Agent and/or Trustee shall be entitled, but not obligated, to recover
from any Holder of any ERISA Restricted Certificate that was in fact a Plan and
that held such Certificate in violation of this Section 3.03(d) all payments
made on such ERISA Restricted Certificate at and after the time it commenced
such holding. Any such payments so recovered shall be paid and delivered to the
last preceding Holder of such Certificate that is not a Plan.

                  (iii) Each beneficial owner of a Class M-1, Class M-2 or Class
M-3 Certificate or any interest therein shall be deemed to have represented, by
virtue of its acquisition and holding of such Certificate or interest therein,
that either (A) it is not a Plan or investing with Plan assets, (B) it has
acquired and is holding such Certificate in reliance on the Underwriter's
Exemption, and that it understands that there are certain conditions to the
availability of the Underwriter's Exemption, including that the certificate must
be rated, at the time of purchase, not lower than "BBB-" (or its equivalent) by
Fitch, Moody's or Standard & Poor's, a division of the McGraw-Hill Companies,
Inc., or (C) (i) it is an insurance company, (ii) the source of funds used to
acquire or hold the Certificate or interest therein is an "insurance company
general account," as defined in Prohibited Transaction Class Exemption ("PTCE")
95-60, and (iii) the conditions in Sections I and III of PTCE 95-60 have been
satisfied.

                  (iv) Notwithstanding the foregoing, no representation or
Opinion of Counsel shall be required for the initial issuance of the ERISA
Restricted Certificates.

                  (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 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 a Disqualified Organization, agent or
nominee thereof, or Non-permitted Foreign Holder at the time it became a 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).

                  (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 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 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 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 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.


<PAGE>

                                  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 herein, into
which the Servicer shall deposit daily, within two Business Days of receipt
thereof, in immediately available funds, any Scheduled Payments and unscheduled
payments with respect to the Mortgage Loans, net of any deductions or
reimbursements permitted under this Agreement. 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 this Agreement.

                  (b) Funds in the Custodial Accounts may be invested in
Permitted Investments selected by the Servicer, which shall mature not later
than one Business Day prior to the Distribution Account Deposit Date (except
that if such Permitted Investment is an obligation of the Servicer or is managed
or advised by the Servicer or its affiliates, then such Permitted Investment
shall mature not later than such applicable Distribution Account Deposit 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
Servicer (in its capacity as such) or its nominee. All income and gain realized
from any Permitted Investment shall be for the benefit of the Servicer as
servicing compensation 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 the Custodial
Accounts by the Servicer 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.

                  (c) 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 2005-1
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 this Agreement, including the amount of any Monthly
         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 (based solely on the report
provided to the Trustee by the Servicer pursuant to Section 9.18).

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

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

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

                  (iv) the amount of any unpaid Interest Shortfall and the
         related accrued interest thereon, with respect to each Class of
         Certificates;

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

                  (vi) 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;

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

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

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

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

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

                  (xii) 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;

                  (xiii) 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;

                  (xiv) 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;

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

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

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

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

                  (xix) 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

                  (xx) for each Class of Certificates, the amounts accrued or
         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
this 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.


<PAGE>

                                   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. Payment of the above
amounts to each Certificateholder shall be made (i) by check mailed to each
Certificateholder entitled thereto at the address appearing in the Certificate
Register or (ii) upon receipt by the Trustee on or before the fifth Business Day
preceding the Record Date of written instructions from a Certificateholder by
wire transfer to a United States dollar account maintained by the payee at any
United States depository institution with appropriate facilities for receiving
such a wire transfer; provided, however, that the final payment in respect of
each Class of Certificates will be made only upon presentation and surrender of
such respective Certificates at the office or agency of the Trustee specified in
the notice to Certificateholders of such final payment. 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 Certificate
Registrar's 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 Percentage Interests).

         Section 5.02. DISTRIBUTIONS FROM THE DISTRIBUTION ACCOUNT.

                  (a) Subject to Sections 5.02(g) and 5.02(h), on each
Distribution Date, the Available Distribution Amount for the related Mortgage
Pool (in the case of the Senior Certificates) and the Mortgage Pools in the
aggregate (in the case of the Subordinate 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 Class 1-A, Class 2-A-1, Class 2-A-2,
         Class 2-A-3, Class 2-A-4 and Class 2-A-5 Certificates, on a pro rata
         basis based on the amount of interest accrued thereon, the payment of
         the related Interest Distribution Amount and any accrued but unpaid
         related Interest Shortfalls with respect to each class of Senior
         Certificates;

                  (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) to the Class 1-A Certificates, the Senior
                  Principal Distribution Amount for Pool 1, until its Class
                  Principal Amount has been reduced to zero; and

                           (B) to the Class 2-A-1, Class 2-A-2, Class 2-A-3,
                  Class 2-A-4 and Class 2-A-5 Certificates the Senior Principal
                  Distribution Amount for Pool 2, concurrently as follows:

                                    (i) approximately 63.0523649891% of the
                  amount available under clause (B) above, pro rata, to the
                  Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, until
                  their Class Principal Amounts have been reduced to zero; and

                                    (ii) approximately 36.9476350109% of the
                  amount available under clause (B) above, sequentially, to the
                  Class 2-A-4 Certificates and Class 2-A-5 Certificates, in that
                  order, in each case 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 M-1, Class M-2, Class M-3, 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 M-1, Class M-2, Class M-3, 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; and

                           (v) To the Class R-2 Certificate, any remaining
                  amount of the Available Distribution Amount from the Mortgage
                  Pools in the aggregate allocated as provided in Section
                  5.02(d).

                  (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 on a pro rata basis, first, to pay the Interest Distribution
Amount and any accrued but unpaid Interest Shortfalls; second, to pay the Senior
Principal Distribution Amount for such Mortgage Pool; and third, to the Class
R-2 Certificate, any remaining Available Distribution Amount from such Mortgage
Pool.

                  (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 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 Date (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 on a pro rata basis in reduction of, and in
proportion to, the Class Principal Amounts thereof; provided, however, that (x)
any such amounts distributable to the Class R and Class 1-A Certificates shall
be distributed sequentially thereto in such order and (y) any such amounts
distributable to the Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4 and
Class 2-A-5 Certificates shall be distributed pro rata.

                  (h) If, on any Distribution Date, any Certificate Group would
constitute an Undercollateralized Group and the other Certificate Group
constitutes 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, 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 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.

                  (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 Senior
         Classes relating to such Mortgage Pool on a pro rata basis, provided,
         however, that any portion of any Realized Loss that would otherwise be
         allocated to the Class 2-A-2 Certificates will instead be allocated to
         the Class 2-A-3 Certificates until the Class Principal Amount thereof
         has been reduced to zero), 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,
         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 $0.84 of Realized Losses shall not be allocated to any Class of
Certificates.

         Section 5.04. ADVANCES.

         If the Servicer fails to remit any Monthly Advance required to be made
under this Agreement, the Trustee solely in its capacity as successor Servicer
shall itself make, or shall cause the successor Servicer to make, such Monthly
Advance. If the Trustee solely in its capacity as successor Servicer determines
that a Monthly 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
Monthly Advance. Each of the Trustee and the Servicer shall be entitled to be
reimbursed for all Monthly 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 a Monthly Advance is
nonrecoverable, the Trustee (or successor servicer) shall be under no obligation
to make such Monthly Advance.

         Section 5.05. DISTRIBUTIONS ON THE REMIC 1 REGULAR INTERESTS.

                  (a) On each Distribution Date the Trustee shall be deemed to
distribute to itself, as the holder of the REMIC 1 Regular Interests,
Uncertificated REMIC Accrued Interest on the REMIC 1 Regular Interests for such
Distribution Date, plus any Uncertificated REMIC Accrued Interest thereon
remaining unpaid from any previous Distribution Date.

                  (b) On each Distribution Date, distributions of principal
shall be deemed to be made from amounts received on the Mortgage Loans to REMIC
1 Regular Interests 1-A, 1-B, 2-A, 2-B and ZZZ first, so as to keep the
Uncertificated Principal Balance of each REMIC 1 Regular Interest ending with
the designation "B" equal to 0.01% of the aggregate Stated Principal Balance of
the Mortgage Loans in the related Group; second, to each REMIC 1 Regular
Interest ending with the designation "A," so that the Uncertificated Principal
Balance of each such REMIC 1 Regular Interest is equal to 0.01% of the excess of
(x) the aggregate Stated Principal Balance of the Mortgage Loans in the related
Group over (y) the Class Principal Amount of the Senior Certificates in the
related Group (except that if any such excess is a larger number than in the
preceding distribution period, the least amount of principal shall be
distributed to such REMIC 1 Regular Interests such that the REMIC 1 Subordinated
Balance Ratio is maintained); and third, any remaining principal to REMIC 1
Regular Interest ZZZ. Realized Losses on the Mortgage Loans shall be applied
after all distributions have been made on each Distribution Date first, so as to
keep the Uncertificated Principal Balance of each REMIC 1 Regular Interest
ending with the designation "B" equal to 0.01% of the aggregate Stated Principal
Balance of the Mortgage Loans in the related Group; second, to each REMIC 1
Regular Interest ending with the designation "A," so that the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest is equal to 0.01% of the
excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans in
the related Group over (y) the Class Principal Amount of the Senior Certificates
in the related Group (except that if any such excess is a larger number than in
the preceding distribution period, the least amount of Realized Losses shall be
applied to such REMIC 1 Regular Interests such that the REMIC 1 Subordinated
Balance Ratio is maintained); and third, any remaining Realized Losses on the
Mortgage Loans shall be allocated to REMIC 1 Regular Interest ZZZ.

                  (c) Notwithstanding the deemed distributions on the REMIC 1
Regular Interests described in this Section 5.05, distributions of funds from
the Distribution Account shall be made only in accordance with Section 5.02.


<PAGE>

                                  ARTICLE VI.

                    CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

         Section 6.01. DUTIES OF TRUSTEE.

                  (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, 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
         Monthly 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 this
         Agreement;

                  (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 this
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 this 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 this 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, 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.

         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

                  (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 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.

         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 Monthly 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 discretion 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.

                  (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 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 to the
extent provided in 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 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) "Event of Default," wherever used herein, means any one of
the following events:

                  (i) any failure by the Servicer to make any Monthly Advance,
         to deposit in the Custodial Account or to remit to the Trustee any
         payment required to be made under the terms of this Agreement on the
         day it is due;

                  (ii) any material breach on the part of the Servicer of any
         other term, agreement, covenant, representation or warranty in this
         Agreement that has not been cured after written notice and a thirty
         (30) day curative period;

                  (iii) following entry against the Servicer of a decree or
         order of a court or agency or supervisory authority having jurisdiction
         for the appointment of a trustee, conservator, receiver, liquidator,
         assignee, custodian or sequestrator (or other similar official) for the
         Servicer in any federal or state bankruptcy, insolvency, readjustment
         of debt, marshaling of assets and liabilities or similar proceedings,
         or for the winding-up or liquidation of the Servicer's affairs, if such
         decree or order has remained in force undischarged or unstayed for a
         period of sixty (60) days;

                  (iv) upon consent by the Servicer to the appointment of a
         trustee, conservator, receiver, liquidator, assignee, custodian or
         sequestrator (or other similar official) in, or commencement of a
         voluntary case under, any federal or state bankruptcy insolvency,
         readjustment of debt, marshaling of assets and liabilities or similar
         proceedings of or relating to the Servicer or of or relating to all or
         substantially all of the Servicer's property;

                  (v) upon the Servicer's (A) admitting in writing its inability
         to pay its debts generally as they become due, (B) filing a petition to
         take advantage of any applicable insolvency or reorganization statute,
         (C) making an assignment for the benefit of its creditors or (D)
         voluntarily suspending payment of its obligations; or

                  (vi) the Servicer ceases to be eligible to sell mortgage loans
         to or service mortgage loans for FNMA, FHLMC or GNMA or ceases to be a
         HUD-approved mortgagee.

         If an Event of Default 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 this
Agreement, by notice in writing to the Servicer either (x) the Depositor or (y)
the Trustee may (or the Trustee shall if so directed by Certificateholders
evidencing more than 50% of the Class Principal Amount of each Class of
Certificates) terminate all of the rights and obligations of the Servicer under
this Agreement in accordance with the terms of this 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, 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 this 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 Monthly 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 this 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 this Agreement. In the Trustee's capacity as such successor, the
Trustee shall have the same limitations on liability provided to the Servicer in
this Agreement. As compensation therefor, the Trustee shall be entitled to
receive all compensation payable to the Servicer under this 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
this 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 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 this 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 this
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
this Agreement. The Trustee and such successor shall take such actions,
consistent with this 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 this Agreement,
(iii) the failure of the Servicer to deliver the Mortgage Loan data to the
Trustee as required by this 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 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 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; 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 (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 IRS, on behalf
of each of REMIC 1 and REMIC 2, an application on IRS Form SS-4 or shall obtain
a Taxpayer Identification Number for each of REMIC 1 and REMIC 2 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 Certificateholders for such Distribution Date as an
exhibit thereto. Prior to January 31, 2006, 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, 2006, 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.


<PAGE>

                                  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, the Servicer and the Depositor 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.

                  (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 via a solicitation of bids in accordance with
procedures to be agreed upon by the Trustee and the Depositor. The Trustee shall
accept the highest such bid, provided that such bid equals or exceeds the amount
described in the definition of "Optional Termination Price." 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 Monthly 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.

         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
Certificate Registrar's 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 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
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.


<PAGE>

                                 ARTICLE VIII.

                          RIGHTS OF CERTIFICATEHOLDERS

         Section 8.01. LIMITATION ON RIGHTS OF HOLDERS.

                  (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 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 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.


<PAGE>

                                  ARTICLE IX.

               ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

         Section 9.01. SERVICER TO ACT AS SERVICER.

                  (a) Commencing on the Closing Date, the Servicer shall service
each Mortgage Loan in accordance with Accepted Servicing Practices.

                  (b) The Servicer shall maintain an EDP containing all
information and programming necessary to service the Mortgage Loans in
accordance with Section 2.01(a) hereof. The Mortgage Loans shall be grouped on
the Servicer's EDP to reflect the Trust Fund as the owner of the Mortgage Loans.

                  (c) The Servicer may not waive, modify or vary any term of a
Mortgage Note without the Depositor's prior written consent. The Servicer shall
comply with all applicable federal, state and local legal and regulatory
requirements (including laws, statutes, rules, regulations and ordinances) in
connection with the modification of the Mortgage Note.

                  (d) Notwithstanding anything herein to the contrary, the
Servicer shall follow any reasonable directions given by the Trustee and/or the
Depositor with respect to the servicing of the Mortgage Loans.

                  (e) With the exception of Ancillary Fees and any other charges
expressly permitted by the Mortgage Note and applicable law, the Servicer
covenants and agrees that it will not, without the prior written consent of the
Seller, charge or collect from any Mortgagor, or trustee under a deed of trust,
any fees of any kind including, but not limited to charges for amounts expended
by the Servicer, regardless of the characterization of the fee or charge.

                  (f) The Trustee agrees to execute such limited powers of
attorney provided to it by the Servicer as are necessary and appropriate to
assist the Servicer to carry out its servicing and administrative
responsibilities under this Agreement.

                  (g) In connection with its duties hereunder, in the event the
Servicer requires an original of any document contained in a Mortgagor's file to
service a Mortgage Loan, it shall submit a written request to the Trustee (or
any custodian on its behalf) and the Trustee (or any custodian on its behalf)
shall provide the original document to the Servicer within two (2) Business Days
after receipt of the written request, provided that (a) as to any recorded
document, the applicable recorder's office has returned the recorded document to
the Servicer or (b) as to the original title insurance policy, the Servicer has
received such policy. When requesting a release of documents from the Trustee
(or any custodian on its behalf), the Servicer shall use the form attached
hereto as Exhibit N. Notwithstanding the foregoing, the Servicer acknowledges
and agrees that the Seller maintains agreements with document custodians
selected by it from time to time, pursuant to which such custodians maintain
Mortgage Loan files on behalf of the Seller. The Servicer agrees to cooperate
with such custodians and request from such custodians the documents and Mortgage
Files required by the Servicer which are maintained by such custodians (with a
copy of such request sent to the Seller).

                  (h) The Servicer shall not, unless default by the related
Mortgagor has occurred or is imminent, knowingly permit any modification, waiver
or amendment of any material term of any Mortgage Loan (including but not
limited to the interest rate, the principal balance, the amortization schedule,
or any other term affecting the amount or timing of payments on the Mortgage
Loan or the collateral therefor) unless the Servicer shall have provided to the
Depositor and the Trustee an Opinion of Counsel in writing to the effect that
such modification, waiver or amendment would not cause an Adverse REMIC Event.

         Section 9.02. TITLE, MANAGEMENT AND DISPOSITION OF REO PROPERTY.

                  (a) If title to a Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be taken in the name of the Trustee or its designee. Notwithstanding the
foregoing, the Servicer shall not acquire title to any Mortgaged Property, or
proceed with the management of any REO Property, for which the Servicer has
knowledge that such Mortgaged Property or REO Property is affected by hazardous
waste. The Servicer shall either itself, or through an agent, manage, conserve,
protect and operate each REO Property (and may temporarily rent the same) on
behalf of the Trust Fund.

         In the event that the Trust Fund acquires any REO Property in
connection with a default or imminent default on a Mortgage Loan, the Servicer
shall dispose of such REO Property not later than the end of the third taxable
year after the year of its acquisition by the Trust Fund unless the Servicer has
applied for and 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 Trust Fund may hold REO Property
for a longer period without adversely affecting the REMIC status of such REMIC
or causing the imposition of a federal or state tax upon such REMIC. If the
Servicer has received such an extension, then the Servicer shall 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
the Servicer has not received such an extension and the Servicer is unable to
sell the REO Property within the period ending 3 months before the end of such
third taxable year after its acquisition by the Trust Fund or if the Servicer
has received such an extension, and the Servicer is unable to sell the REO
Property within the period ending three months before the close of the Extended
Period, the Servicer shall, before the end of the three year period or the
Extended Period, as applicable, (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. The Trustee shall sign any document
prepared by the Servicer or take any other action reasonably requested by the
Servicer which would enable the Servicer, on behalf of the Trust Fund, to
request such grant of extension.

         Notwithstanding any other provisions of this Agreement, no REO Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant
to any terms that would: (i) cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code; or
(ii) subject the Trust Fund to the imposition of any federal income taxes on the
income earned from such REO Property, including any taxes imposed by reason of
Sections 860F or 860G(c) of the Code, unless the Servicer has agreed to
indemnify and hold harmless the Trust Fund with respect to the imposition of any
such taxes.

                  (b) The Servicer shall deposit or cause to be deposited in the
applicable Custodial Account, within two business from receipt, all revenues
received with respect to each REO Property and shall be permitted to withdraw
therefrom, to the extent of the amount of such revenues on deposit therein,
funds necessary for the proper operation, management and maintenance of such REO
Property, including but not limited to the cost of maintaining any hazard
insurance and the fees of any managing agent acting on behalf of the Servicer.

                  (c) If the Servicer elects to dispose of an REO Property
without utilizing the services of an agent, the Servicer shall notify the
Trustee of its receipt of any and all bona fide offers to purchase that REO
Property. Each such REO Disposition shall be carried out by the Servicer at such
price, and upon such terms and conditions.

         If the Servicer utilizes the services of an approved agent to dispose
of an REO Property, the Servicer shall provide the Trustee with a copy of such
agent's marketing plan, which shall include, but not be limited to, (i) the
marketing time period, (ii) an estimate of the costs of any repairs or
improvements, (iii) the lowest acceptable sale price for the REO Property and
(iv) other proposed terms and conditions of sale. The REO Disposition shall be
carried out by the Servicer in accordance with the terms thereof. If the
Servicer receives a bona fide offer to purchase an REO Property and would like
to accept the offer, but the offer is outside the parameters of the approved
marketing plan, the Servicer shall provide the Trustee with written notification
of the terms and conditions of the offer.

         The Servicer, upon an REO Disposition, shall be entitled to
reimbursement for any related unreimbursed Monthly Advances from proceeds
received in connection with such REO Disposition including expenses and fees
paid to an agent used to dispose of an REO Property. If the proceeds from an REO
Disposition are insufficient to reimburse the Servicer for any related
unreimbursed Monthly Advances, to the extent such reimbursement will constitute
an "unanticipated expense" (within the meaning of Treasury Regulations Section
1.860G-1(b)(3)(ii)) of a REMIC provided for herein, the Servicer shall be
entitled to withdraw any such deficiency from amounts on deposit in the
applicable Custodial Account. All proceeds from an REO Disposition, net of any
reimbursement to the Servicer as provided above, shall be remitted to the
Trustee within three (3) Business Days following receipt thereof.

         Section 9.03. TRUSTEE AND DEPOSITOR'S RIGHT TO EXAMINE SERVICER
RECORDS.

                  (a) The Servicer shall cooperate with the Depositor and/or the
Trustee, its counsel, accountants (including outside accountants), supervisory
agents, examiners and other representatives in providing reasonable access
during normal business hours to examine and audit any and all of the books,
records, documentation or other information of the Servicer related to the
Mortgage Loans, which may be relevant to the performance or observance by the
Servicer of the terms, covenants or conditions of this Agreement.

                  (b) The examination and audit rights and other rights to
access described in clause (a) above shall be afforded by the Servicer at its
offices without charge, upon reasonable request, and during normal business
hours or at such other times as may be reasonable under applicable
circumstances. The Servicer, at its expense, shall make available all customary,
reasonable office space, facilities, and equipment for the visiting party and
shall provide the visiting party with access to reasonable cooperation with its
officers and employees. The salaries, travel, subsistence and other related
expenses for the Depositor's and/or the Trustee's representatives shall be borne
by the Depositor and/or the Trustee.

         Section 9.04. LEGAL PROCEEDINGS INVOLVING THE SERVICER AND/OR THE
MORTGAGE LOANS.

                  (a) The Servicer shall commence, defend, appear, or otherwise
participate in any foreclosure, condemnation, bankruptcy, or other legal
proceedings relating to a Mortgage Loan in the name of the Trustee and/or the
Trust Fund. The Servicer shall provide the Trustee, on a monthly basis, with
such written reports as it receives regarding any legal proceedings.

                  (b) The Servicer shall commence all foreclosures, bankruptcies
and other legal proceedings in the name of the Trustee and/or the Trust Fund
unless otherwise directed in writing by the Trustee.

         Section 9.05. MATERIAL CHANGES.

         The Servicer shall promptly report to the Trustee and the Depositor any
change in its business operations, financial condition, properties or assets
that could have a material adverse effect on the Servicer's ability to perform
its obligations hereunder. Events for which the Trustee and the Depositor must
receive notice include, but are not limited to, the following:

                  (a) any merger or consolidation, any changes in the Servicer's
ownership whether directly or indirectly (including any change in ownership of
the Servicer's parent), or any significant reorganization;

                  (b) any material changes in management ordered or required by
a regulatory authority supervising or licensing the Servicer;

                  (c) the entry against the Servicer of a decree or order of a
court or agency or supervisory authority having jurisdiction for the appointment
of a trustee, conservator, receiver, liquidator, assignee, custodian or
sequestrator (or other similar official) in any federal or state bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs, if
such decree or order has remained in force undischarged or unstayed for a period
of sixty (60) days;

                  (d) the consent by the Servicer to the appointment of a
trustee, conservator, receiver, liquidator, assignee, custodian or sequestrator
(or other similar official) in, or commencement of a voluntary case under, any
federal or state bankruptcy, insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings;

                  (e) upon the Servicer's (A) admitting in writing its inability
to pay its debts generally as they become due, (B) filing a petition to take
advantage of any applicable insolvency or reorganization statute, (C) making an
assignment for the benefit of its creditors or (D) voluntarily suspending
payment of its obligations;

                  (f) entry of any court judgment or regulatory order in which
the Servicer is or may be required to pay a claim or claims that may have a
material adverse effect on the Servicer's financial condition;

                  (g) any admission by the Servicer to the commission of, or any
finding that the Servicer has committed, any violation of any law, regulation or
order in any proceeding or audit commenced by any governmental, or regulatory
authority, or any proceeding commenced in any court of law;

                  (h) the commencement of any class action law suits against the
Servicer; and

                  (i) the Servicer's entry into any agreement with a third party
that would result in any material change in the financial status or ownership of
the Servicer or any merger of the Servicer.

         Section 9.06. SERVICER SHALL PROVIDE INFORMATION AS REASONABLY
REQUIRED.

         During the term of this Agreement, the Servicer shall furnish any
reports or documentation that the Trustee and/or the Depositor may reasonably
request. Reports requested may include reports not specified or otherwise
required by this Agreement or reports required to comply with any regulations
regarding any supervisory agents or examiners of the Trustee and/or the
Depositor, as applicable. All reports will be delivered in accordance with the
Trustee and/or the Depositor's reasonable instructions and directions. The
Servicer agrees to execute and deliver all such instruments and take all such
action as the Trustee and/or the Depositor, as applicable, from time to time,
may reasonably request in order to effectuate the purpose and to carry out the
terms of this Agreement.

         Section 9.07. SERVICER NOT TO RESIGN.

         The Servicer shall neither assign this Agreement or the servicing
hereunder or delegate its rights or duties hereunder or any portion hereof (to
other than a third party in the case of outsourcing routine tasks such as taxes,
insurance and property inspection, in which case the Servicer shall be fully
liable for such tasks as if the Servicer performed them itself) nor sell or
otherwise dispose of all or substantially all of its property or assets without
the prior written consent of the Trustee and the Depositor, which consent shall
be granted or withheld in the reasonable discretion of such parties, provided,
however, that (i) the Servicer may assign its rights and obligations hereunder
without prior written consent of the Trustee and the Depositor to any entity
that is directly owned or controlled by the Servicer, and the Servicer
guarantees the performance of such entity hereunder, (ii) the Servicer is no
longer permitted to act as Servicer under applicable law as evidenced by an
Opinion of Counsel or (iii) upon a sale of its servicing rights with respect to
the Mortgage Loans with the prior written consent of the Seller. In the case of
item (i) above, the Servicer shall provide the Trustee and the Depositor with a
written statement guaranteeing the successor entity's performance of the
Servicer's obligations under the Agreement.

         Section 9.08. CUSTODIAL ACCOUNTS AND ESCROW ACCOUNTS.

         The Servicer shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan separate and apart from any of its own funds and
general assets. The Servicer shall create and maintain Custodial Accounts and
Escrow Accounts for the deposit of all funds, except as otherwise provided
herein, received by the Servicer on the Mortgage Loans.

         Section 9.09. ASSUMPTION PROCESSING.

         Within three (3) Business Days of receipt by the Servicer of a request
by a Mortgagor to be released from liability for payment of a Mortgage Loan in
connection with an assumption of the related Mortgage Note, the Servicer shall
notify the Trustee of such request. Upon the completion of the assumption
processing, the Seller shall provide the Servicer with all necessary information
to enable the Servicer to update its EDP.

         Section 9.10. BOOKS AND RECORDS.

         The Servicer shall be responsible for maintaining, and shall maintain,
a complete set of records for the Mortgage Loans. The Servicer's books and
records shall clearly reflect the ownership of the Mortgage Loans by the Trust
Fund. All documents, records and correspondence, regardless of the media in
which they are stored or maintained, are property of the Trust Fund, and the
Servicer shall hold the same in a fiduciary capacity for the Trust Fund. The
Servicer may retain copies of all such documents, records and correspondence as
may be necessary to service the Mortgage Loans under this Agreement.

         Section 9.11. ANNUAL STATEMENT AS TO COMPLIANCE.

         The Servicer will deliver to the Depositor and the Trustee on or before
February 28 of each year, beginning in 2005 or such other date that the
Depositor gives the Servicer at least 30 days prior notice of in order to remain
in compliance with the Section 302 Requirements, an Officer's Certificate of the
Servicer stating that (i) a review of the activities of the Servicer during the
preceding calendar year and of performance under this Agreement has been made
under such officer's supervision, and (ii) to the best of such officer's
knowledge, based on such review, the Servicer has fulfilled all of its
obligations under this Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof.

         Section 9.12. ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS'
SERVICING REPORTS.

         On or before March 15 of each year, beginning in 2005 or such other
date as to which the Depositor gives the Servicer at least 30 days prior written
notice, in order to remain in compliance with the Section 302 Requirements, the
Servicer at its expense shall cause a nationally recognized firm of independent
certified public accountants that is a member of the American Institute of
Certified Public Accountants to furnish a USAP Report to the Trustee and the
Depositor.

         Section 9.13. OFFICER'S CERTIFICATE.

                  (a) By February 28th of each year beginning in 2006 or such
other date specified in a written notice within 15 days prior to the date on
which a Form 10-K is required to be filed with a certification by the Depositor,
an officer of the Servicer shall execute and deliver an Officer's Certificate
substantially in the form of Exhibit R attached hereto, signed by the senior
officer in charge of servicing of the Servicer or any officer to whom that
officer reports, to the Trustee and Depositor for the benefit of such parties
and their respective officers, directors and affiliates.

                  (b) The Servicer 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 Servicer or any of its officers, directors, agents or
affiliates of its obligations under this Section 9.13 any material misstatement
or omission in the Officer's Certificate required under this Section 9.13 or the
negligence, bad faith or willful misconduct of the Servicer in connection
therewith. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Depositor, then the Servicer 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 Servicer on the one had
and the Depositor on the other in connection with a breach of the Servicer's
obligations under this Section 9.13, any material misstatement or omission in
the Officer's Certificate required under this Section 9.13 or the Servicer's
negligence, bad faith or willful misconduct in connection therewith.

         Section 9.14. SERVICING COMPENSATION.

                  (a) Subject to the following paragraph, as compensation for
its services hereunder, the Servicer shall be entitled to a Servicing Fee
payable with respect to each Mortgage Loan. As to each Mortgage Loan, the
Servicing Fee shall be payable monthly from payments of interest on such
Mortgage Loan prior to the deposit of such payments into the applicable
Custodial Account, shall accrue at the applicable Servicing Fee Rate, and shall
be computed on the basis of the same principal amount and for the same period
respecting which such interest payment was computed.

                  (b) The Servicing Fee for each Mortgage Loan shall be payable
solely from (i) the interest portion of the related Monthly Payment (to the
extent paid by the Mortgagor, but only if a full interest payment is received),
or (ii) from any payment of interest made with respect to the Mortgage Loan from
the proceeds of foreclosure or any judgment, writ of attachment or levy against
the Mortgagor or the Mortgagor's assets, or (iii) from funds paid in connection
with any prepayment in full, or (iv) from Insurance Proceeds or Liquidation
Proceeds.

                  (c) As additional compensation hereunder, the Servicer may
retain (i) all net interest earnings on balances maintained in the Custodial
Account and Escrow Accounts and (ii) the Ancillary Fees.

                  (d) The Servicer's right to the Servicing Fee shall not be
transferred in whole or in part except in connection with any permitted transfer
of all the Servicer's obligations under this Agreement. The Servicer shall be
required to pay all expenses incurred by it in connection with its servicing
activities hereunder and shall not be entitled to reimbursement therefor except
as specifically provided for herein.

         Section 9.15. INDEMNIFICATION.

         The Servicer shall indemnify and hold the Trustee, the Trust Fund and
the Depositor and their respective officers, directors, employees and agents
(collectively, the "Indemnified Parties") harmless from, and will reimburse the
Indemnified Parties for, any and all Losses incurred by any of the Indemnified
Parties to the extent that such Losses result from, are caused by or arise out
of any one or more of the following:

                  (i) Any material misrepresentations made by the Servicer in
         this Agreement, or in any schedule, exhibit, or certificate furnished
         pursuant hereto;

                  (ii) Any material breach of any of the representations and
         warranties of the Servicer or the nonfulfillment of any term, covenant,
         condition or obligation of the Servicer set forth in this Agreement or
         in any schedule, statement, exhibit, or certificate furnished pursuant
         hereto, or any default or failure to perform by the Servicer hereunder;

                  (iii) Any failure of the Servicer to comply with Accepted
         Servicing Practices in connection with servicing the Mortgage Loans;

                  (iv) Any liabilities or obligations, contingent or otherwise,
         of the Servicer of any nature whatsoever relating to the Servicer's
         obligations under this Agreement, to the extent that any related Loss
         to the Trustee, Trust Fund or Depositor is not increased by negligence,
         bad faith or willful misconduct on the part of the Trustee, Trust Fund
         or Depositor; or

                  (v) Any non-compliance with the terms of the powers of
         attorney or the use thereof that results in a Loss to the Trustee,
         Trust Fund or Depositor.

         The indemnity provided in this Section 9.15 shall remain in full force
and effect regardless of any investigation made by the Trustee, Trust Fund or
Depositor or its representatives. The provisions of this Section 9.15 shall
survive the termination of this Agreement and the payment of the outstanding
Certificates.

         Section 9.16. NON SOLICITATION.

         For as long as the Servicer services the Mortgage Loans, the Servicer
covenants that it will not, and that it will ensure that its affiliates and
agents, will not, directly solicit or provide information for any other party to
solicit for prepayment or refinancing of any of the Mortgage Loans by the
related Mortgagors. It is understood that the promotions undertaken by the
Servicer which are directed to the general public at large, or certain segments
thereof, shall not constitute solicitation as that term is used in this Section
9.16.

         Section 9.17. SUCCESSOR TO THE SERVICER.

         Simultaneously with the termination of the Servicer's responsibilities
and duties under this Agreement (a) the Trustee shall, in accordance with the
provisions of this Agreement (i) succeed to and assume all of the Servicer's
responsibilities, rights, duties and obligations under this Agreement, or (ii)
appoint a successor meeting the eligibility requirements set forth herein and
which shall succeed to all rights and assume all of the responsibilities, duties
and liabilities of the Servicer under this Agreement with the termination of the
Servicer's responsibilities, duties and liabilities under this Agreement. If the
Trustee shall succeed to and assume the Servicer's responsibilities, rights,
duties and obligations under this Agreement, such succession shall not be
effective prior to 90 days after the Trustee's knowledge that the Servicer shall
be terminated hereunder. The Servicer shall not be removed hereunder prior to
the effectiveness of the assumption of its responsibilities, rights, duties and
obligations by the successor thereto. Any successor to the Servicer shall be
subject to the approval of the Depositor, the Trustee and each Rating Agency.
Each Rating Agency must deliver to the Trustee a letter to the effect that such
transfer of servicing will not result in a qualification, withdrawal or
downgrade of the then-current rating of any of the Certificates. In connection
with such appointment and assumption, the Trustee or the Depositor, as
applicable, may make such arrangements for the compensation of such successor
out of payments on the Mortgage Loans as it and such successor shall agree;
PROVIDED, HOWEVER, that no such compensation shall be in excess of that
permitted the Servicer under this Agreement. In the event that the Servicer's
duties, responsibilities and liabilities under this Agreement should be
terminated pursuant to the aforementioned sections, the Servicer shall discharge
such duties and responsibilities during the period from the date it acquires
knowledge of such termination until the effective date thereof with the same
degree of diligence and prudence which it is obligated to exercise under this
Agreement, and shall take no action whatsoever that might impair or prejudice
the rights or financial condition of its successor. The resignation or removal
of the Servicer pursuant to the aforementioned sections shall not become
effective until a successor shall be appointed pursuant to this Section 9.17 and
shall in no event relieve the Servicer of the representations and warranties
made herein and the remedies available to the Trustee herein, it being
understood and agreed that the provisions of this Agreement regarding
indemnification and nonsolicitation shall be applicable to the Servicer
notwithstanding any such resignation or termination of the Servicer, or the
termination of this Agreement.

         Section 9.18. STATEMENTS TO THE TRUSTEE.

                  (a) Not later than the 15th calendar day of each month (or if
such calendar day is not a Business Day, the immediately succeeding Business
Day), the Servicer shall furnish to the Trustee (i) a monthly remittance advice
in the format set forth in Exhibit D-1 hereto and a monthly defaulted loan
report in the format set forth in Exhibit D-2 hereto relating to the period
ending on the first day of the current calendar month and (ii) all such
information required on a magnetic tape or other similar media mutually agreed
upon by the Trustee and the Servicer.

                  (b) The Servicer shall provide the Trustee with such
information concerning the Mortgage Loans as is necessary for the Trustee to
prepare its federal income tax return as the Trustee may reasonably request from
time to time.

         Section 9.19. MERGER OR CONSOLIDATION OF THE SERVICER.

         Any entity into which the Servicer may be merged or consolidated, or
any entity resulting from any merger, conversion or consolidation to which the
Servicer shall be a party, or any corporation succeeding to the business of the
Servicer, shall be the successor of the Servicer 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,
however that the successor Servicer shall satisfy all the requirements of
Section 9.17 with respect to the qualifications of a successor Servicer.

         Section 9.20. LIMITATION ON LIABILITY OF THE SERVICER.

         Neither the Servicer nor any of its directors, officers, employees or
agents shall be under any liability to the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; PROVIDED, HOWEVER, that this
provision shall not protect the Servicer or any such Person against any breach
of representations or warranties made by it herein or protect the Servicer or
any such Person from any liability which would otherwise be imposed by reasons
of willful misfeasance, bad faith or negligence in the performance of its duties
or by reason of reckless disregard of its obligations and duties hereunder. The
Servicer and any director, officer, employee or agent of the Servicer shall be
indemnified by the Trust Fund and held harmless against any loss, liability or
expense incurred in connection with any audit, controversy or judicial
proceeding relating to a governmental taxing authority or any legal action
relating to this Agreement or the Certificates or any other unanticipated or
extraordinary expense, other than any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence in the performance of
duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. The Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its respective
duties hereunder and which in its opinion may involve it in any expense or
liability; PROVIDED, HOWEVER, that the Servicer may in its discretion undertake
any such action that it may deem necessary or desirable in respect of this
Agreement and the rights and duties of the parties hereto and interests of the
Trustee and the Certificateholders hereunder. In such event, the legal expenses
and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the Servicer shall be
entitled to be reimbursed therefor out of the Custodial Account.


<PAGE>


                                   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 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 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 Distribution 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.

         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 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 or the Mortgage
Loan Purchase 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 this 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 this 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 this 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
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.


<PAGE>

                                  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, the Servicer 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 this 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 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, the Servicer 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 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 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, the Servicer 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 this
Agreement, the Trustee shall not consent to any amendment of this Agreement
except pursuant to the standards provided in this Section with respect to
amendment of this Agreement.

                  (f) Neither the Seller nor the Trustee shall consent to the
assignment by the Servicer of the Servicer's rights and obligations under this
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 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, the Servicer 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 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 or
the Servicer 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 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 2005-1, (b) in the case of
the Servicer, PHH Mortgage Corporation , 3000 Leadenhall Road, Mt. Laurel New
Jersey 08054, telecopy number (856) 917-6910, Attention: Robert E. Groody, Chief
Operating Officer, (c) in the case of the Seller, Merrill Lynch Mortgage
Lending, Inc., 4 World Financial Center, 10th Floor, New York, New York 10281,
telecopy number (212) 738-1110, Attention: Merrill Lynch Mortgage Investors
Trust Series MLCC 2005-1, and (d) with respect to the Trustee or the Certificate
Registrar, P.O. Box 98, Columbia, Maryland 21046, Attention: Client Manager -
MLMI Trust Series MLCC 2005-1, 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.

         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 this
         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 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. [RESERVED].

         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 and the Servicer, 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.

<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: /s/ Tom Saywell
                                            ----------------------
                                        Name:   Tom Saywell
                                        Title:  Authorized Signatory

                                        PHH MORTGAGE CORPORATION,
                                        as Servicer

                                        By: /s/ Richard Bradfield
                                            ----------------------
                                        Name:   Richard Bradfield
                                        Title:  Vice President

                                        WELLS FARGO BANK, N.A.,
                                        as Trustee


                                        By: /s/ Sandra Whalen
                                            ----------------------
                                        Name:   Sandra Whalen
                                        Title:  Vice President

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

MERRILL LYNCH MORTGAGE LENDING, INC.


By: /s/ Brian E. Brennan
    -------------------------
Name:    Brian E. Brennan
Title:   Authorized Signatory




<PAGE>


STATE OF NEW YORK          )
                           ) ss.:
COUNTY OF NEW YORK         )

         On the 29th day of April, 2005 before me, a notary public in and for
said State, personally appeared Tom Saywell, known to me to be an Authorized
Signatory of Merrill Lynch Mortgage Investors, Inc., the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                     __________________________
                                                     Notary Public

[Notarial Seal]


<PAGE>


STATE OF NEW JERSEY         )
                            ) ss.:
COUNTY OF BURLINGTON        )

         On the 29th day of April, 2005 before me, a notary public in and for
said State, personally appeared Richard Bradfield known to me to be a Senior
Vice President of PHH Mortgage Capital LLC, a Delaware limited liability company
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said limited liability company, and acknowledged to me
that such limited liability company executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                     Notary Public

                                                     __________________________


<PAGE>


STATE OF NEW YORK         )
                          ) ss.:
COUNTY OF NEW YORK        )

         On the 29th day of April 2005 before me, a notary public in and for
said State, personally appeared Sandra Whalen, known to me to be a Vice
President of Wells Fargo Bank, National Association, the entity that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said entity, and acknowledged to me that such entity executed the
within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                     __________________________
                                                     Notary Public

[Notarial Seal]

<PAGE>


STATE OF NEW YORK         )
                          ) ss.:
COUNTY OF NEW YORK        )

         On the 29th day of April, 2005 before me, a notary public in and for
said State, personally appeared Brian E. Brennan, known to me to be an
Authorized Signatory of Merrill Lynch Mortgage Lending, Inc., the corporation
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                     __________________________
                                                     Notary Public

[Notarial Seal]

<PAGE>

                                    EXHIBIT A

                              FORMS OF CERTIFICATES

                             [INTENTIONALLY OMITTED]









<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 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"), a plan subject to any provisions
                  under any federal, state, local, non-U.S. or other laws or
                  regulations that are substantively similar to foregoing
                  provisions of ERISA or the Code (collectively, a "PLAN"), and
                  is not directly or indirectly acquiring a Residual Certificate
                  for, on behalf of or with any assets of any such Plan.

         5.       That the Purchaser hereby acknowledges that under the terms of
                  the Pooling and Servicing Agreement dated as of April 1, 2005
                  (the "Agreement"), among Merrill Lynch Mortgage Investors,
                  Inc., as Depositor, PHH Mortgage Corporation , as Servicer and
                  Wells Fargo Bank, N.A., as Trustee with respect to Merrill
                  Lynch Mortgage Investors Trust Series MLCC 2005-1 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 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.

         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 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 Agreement.

         14.      That the Purchaser agrees to be bound by Section 3.03(f) of
                  the Agreement.


<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__.







<PAGE>


                                    EXHIBIT C

              RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)


                                                    ----------------------------
                                                               Date


Re:      Merrill Lynch Mortgage Investors Trust Series MLCC 2005-1
         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:







<PAGE>


                                   EXHIBIT D-1

                  STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE

                             [INTENTIONALLY OMITTED]







<PAGE>


                                   EXHIBIT D-2

                STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
 OUR LOAN NO.     INVESTOR     INVESTOR      MORTGAGOR     DUE      PAYT   PRINCIPAL    PRIN-INT       --DELINQUENCIES--       LOAN
                 BK. CAT TP    LOAN NO.        NAME        DATE      NO.    BALANCE     CONSTANT                               DESC.
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    PRINCIPAL     INTEREST
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>           <C>           <C>           <C>      <C>    <C>          <C>         <C>           <C>          <C>
</TABLE>








<PAGE>


                                    EXHIBIT E

                        MORTGAGE LOAN PURCHASE AGREEMENT

                        See Exhibit 99.1, filed herewith








<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.









<PAGE>


                                    EXHIBIT G

                     FORM OF RULE 144A TRANSFER CERTIFICATE


Re:      Merrill Lynch Mortgage Investors Trust Series MLCC 2005-1
         Mortgage Pass-Through Certificates


         Reference is hereby made to the Pooling and Servicing Agreement, dated
as of April 1, 2005 (the "Agreement"), among Merrill Lynch Mortgage Investors,
Inc., as Depositor, PHH Mortgage Corporation , as Servicer and Wells Fargo Bank,
N.A., as Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the 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 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 Underwriter and the Depositor.




                                         [Name of Transferor]


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



Dated:
        ------------------------------------




<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 2005-1 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 Pooling and Servicing Agreement,
dated as of April 1, 2005 (the "Agreement"), among Merrill Lynch Mortgage
Investors, Inc., as Depositor, PHH Mortgage Corporation , as Servicer 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.

         (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 are not a
Plan and we are not acquiring the ERISA-Restricted Certificates for, on behalf
of or with any assets of any such Plan except in accordance with Section 3.03(d)
of the Pooling and Servicing Agreement.

         Terms used in this letter which are not otherwise defined herein have
the respective meanings assigned thereto in the Agreement.







<PAGE>



         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:







<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. With respect to a transfer of an ERISA-Restricted Certificate, the
Investor shall provide the Trustee and the Depositor with (A) a representation
to the effect that the Investor is not an employee benefit plan subject to Title
I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended
(the "Code") or a plan or arrangement subject to any provisions under any
federal, state, local, non-U.S. or other laws or regulations that are
substantively similar to foregoing provisions of ERISA or the Code ("Similar
Law") (collectively, a "Plan"), and is not directly or indirectly acquiring the
Certificate for, on behalf of or with any assets of any such Plan, (B) a
representation or certification to the Trustee to the effect that the proposed
transfer and holding of the Certificate and the servicing, management and
operation of the Trust Fund will not result in a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code which is not covered under an
individual or class prohibited transaction exemption including but not limited
to Department of Labor Prohibited Transaction Class Exemption ("PTCE") 84-14
(Class Exemption for Plan Asset Transactions Determined by Independent Qualified
Professional Asset Managers); PTCE 91-38 (Class Exemption for Certain
Transactions Involving Bank Collective Investment Funds); 90-1 (Class Exemption
for Certain Transactions Involving Insurance Company Pooled Separate Accounts),
PTCE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company
General Accounts), PTCE 96-23 (Class Exemption for Plan Asset Transactions
Determined by In-House Asset Managers) and will not subject the Depositor, the
Servicer or the Trustee to any obligation in addition to those undertaken in the
Agreement, or (C) solely in the case of a Definitive Certificate, an Opinion of
Counsel satisfactory to the Trustee to the effect that the acquisition or
holding of such Certificate 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 and the Code, will not result in such a prohibited
transaction, and will not subject the Trustee, the Servicer or the Depositor to
any obligation in addition to those expressly undertaken in the Agreement, which
Opinion of Counsel shall not be an expense of the Trustee, the Certificate
Registrar, the Servicer or the Depositor.

         3. The Investor hereby acknowledges that under the terms of the Pooling
and Servicing Agreement dated as of April 1, 2005 (the "Agreement"), among
Merrill Lynch Mortgage Investors, Inc., as Depositor, PHH Mortgage Corporation ,
as Servicer 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.



<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___.





<PAGE>


                                    EXHIBIT J

                        FORM OF LETTER OF REPRESENTATIONS
                        WITH THE DEPOSITORY TRUST COMPANY

                             [INTENTIONALLY OMITTED]







<PAGE>


                                    EXHIBIT K

                          FORM OF INITIAL CERTIFICATION
            MERRILL LYNCH MORTGAGE INVESTORS TRUST SERIES MLCC 2005-1



                          ___________, 2005


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

                          PHH Mortgage Corporation
                          3000 Leadenhall Road
                          Mt. Laurel, New Jersey  08054

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


         Reference is made to the Pooling and Servicing Agreement among Merrill
Lynch Mortgage Investors, Inc. (the "Depositor"), PHH Mortgage Corporation (the
"Servicer") and Wells Fargo Bank, N.A., as trustee (the "Trustee"), dated as of
April 1, 2005 (the "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 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 Agreement, (2) the Trustee has reviewed each Trustee's Mortgage File in
accordance with Section 2.02(a) of the 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.



<PAGE>


         All terms used herein and not otherwise defined herein shall have the
respective meaning ascribed to such term in the Agreement.

                                     WELLS FARGO BANK, N.A.,
                                     as Trustee

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








<PAGE>


                                    EXHIBIT L

                           FORM OF FINAL CERTIFICATION
            MERRILL LYNCH MORTGAGE INVESTORS TRUST SERIES MLCC 2005-1


                          _____________, 2005


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

                          PHH Mortgage Corporation
                          3000 Leadenhall Road
                          Mt. Laurel, New Jersey  08054

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


         Reference is made to the Pooling and Servicing Agreement among Merrill
Lynch Mortgage Investors, Inc. (the "Depositor"), PHH Mortgage Corporation (the
"Servicer") and Wells Fargo Bank, N.A., as Trustee (the "Trustee"), dated as of
April 1, 2005 (the "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 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 Agreement, (2) the Trustee has reviewed each Trustee's Mortgage File in
accordance with Section 2.02 of the Agreement, and the documents contained in
each Trustee's Mortgage File conform to the requirements set forth in such
Section 2.02, 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.



<PAGE>



         All terms used herein and not otherwise defined herein shall have the
respective meaning ascribed to such term in the Agreement.

                                     WELLS FARGO BANK, N.A.,
                                     as Trustee

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







<PAGE>


                                    EXHIBIT M

                           LIST OF SERVICING OFFICERS

                             [INTENTIONALLY OMITTED]









<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 2005-1)

                          Re:       Pooling and Servicing Agreement, dated as of
                                    April 1, 2005, among Merrill Lynch Mortgage
                                    Investors, Inc., as Depositor, PHH Mortgage
                                    Corporation , as Servicer 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.

                           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:
     --------------------------------







<PAGE>


                                    EXHIBIT O

                                   [Reserved]




<PAGE>


                                    EXHIBIT P

                                   [Reserved]




<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:      Pooling and Servicing Agreement (the "Agreement") dated as of April 1,
         2005 among Merrill Lynch Mortgage Investors, Inc., as depositor (the
         "Depositor"), PHH Mortgage Corporation , as servicer (the "Servicer")
         and Wells Fargo Bank, N.A., as trustee (the "Trustee") - Merrill Lynch
         Mortgage Investors Trust Series MLCC 2005-1 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:
                                           -------------------------------------




<PAGE>


                                    EXHIBIT R

                        OFFICER'S CERTIFICATE - SERVICER


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

Wells Fargo Bank, N.A.
Sixth Street and Marquette Avenue
Minneapolis, Minnesota  55479

Re:      Pooling and Servicing Agreement (the "Agreement") dated as of April 1,
         2005 among Merrill Lynch Mortgage Investors, Inc., as depositor (the
         "Depositor"), PHH Mortgage Corporation , as servicer (the "Servicer")
         and Wells Fargo Bank, N.A., as trustee ( the "Trustee") - Merrill Lynch
         Mortgage Investors Trust Series MLCC 2005-1 Mortgage Loan Pass-Through
         Certificates

         cc. I, [identify the certifying individual], a [title] of the Servicer
hereby certify to the Trustee and the Depositor, and their respective officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:

         1.       I have reviewed the information required to be delivered to
the Trustee pursuant to the Agreement (the "Servicing Information").

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

         3.       Based on my knowledge, the Servicing Information required to
be provided to the Trustee by the Servicer under the Agreement has been provided
to the Trustee;

         4.       I am responsible for reviewing the activities performed by the
Servicer under the Agreement and based upon the review required under the
Agreement, and except as disclosed in the Annual Statement of Compliance, the
Annual Independent Certified Public Accountant's Servicing Report and all
servicing reports, officer's certificates and other information relating to the
servicing of the Mortgage Loans submitted to the Trustee by the Servicer, the
Servicer has, as of the last day of the period covered by the Annual Statement
of Compliance fulfilled its obligations under the Agreement; and

         5.       I have disclosed to the Trustee and the Depositor all
significant deficiencies relating to the Servicer's compliance with the minimum
servicing standards in accordance with a review conducted in compliance with the
Uniform Single Attestation Program for Mortgage Bankers as set forth in the
Agreement.

Date:                                HH Mortgage Corporation , as Servicer


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




<PAGE>


                                   SCHEDULE A

                             MORTGAGE LOAN SCHEDULE

                             [INTENTIONALLY OMITTED]








<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 originator 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 originator 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
Fannie Mae'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 originator of the Mortgage Loan and either (A) which are
referred to or otherwise considered in the appraisal made for the originator 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 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 Fannie Mae or FHLMC, issued by a title
insurer acceptable to Fannie Mae 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 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 Fannie
Mae- 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
Fannie Mae-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 originator 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 Fannie
Mae. 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;

         (y)      No Mortgage Loan had an original term in excess of thirty (30)
years;

         (z)      [RESERVED]

         (aa)     As of the Closing Date, 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)     As of the Closing Date, 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)     As of the Closing Date, no Mortgage Loan is the subject of
pending or final foreclosure proceedings.

         (dd)     Based on delinquencies in payment on the Mortgage Loans as of
the Closing Date, 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.

         (hh)     No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable (as such terms are defined in the then current Standard & Poor's
LEVELS(R) Glossary which is now Version 5.6 Revised, Appendix E, attached to the
Mortgage Loan Purchase Agreement as Exhibit A) and no Mortgage Loan originated
on or after October 1, 2002 through March 6, 2003 is governed by the Georgia
Fair Lending Act.