<PAGE>

                                                                  EXECUTION COPY

================================================================================

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.,
                                    Depositor

              CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC,
                                     Seller

                            LITTON LOAN SERVICING LP,
                                    Servicer

                                       and

                         U.S BANK NATIONAL ASSOCIATION,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                            Dated as of June 1, 2003

                                 2003-CB3 Trust

         C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB3

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
ARTICLE I             DEFINITIONS..........................................................................    12

     Section 1.01          Defined Terms...................................................................    12

     Section 1.02          Accounting......................................................................    52

ARTICLE II            CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES......................    52

     Section 2.01          Conveyance of Mortgage Loans....................................................    53

     Section 2.02          Acceptance by Trustee...........................................................    55

     Section 2.03          Repurchase or Substitution of Mortgage Loans by the Seller......................    56

     Section 2.04          Representations and Warranties of the Seller with Respect to the Mortgage
                           Loans...........................................................................    59

     Section 2.05          Representations, Warranties and Covenants of the Servicer.......................    60

     Section 2.06          Representations and Warranties of the Depositor.................................    62

     Section 2.07          Issuance of Certificates and the Uncertificated Regular Interests...............    64

     Section 2.08          Representations and Warranties of the Seller....................................    64

     Section 2.09          Covenants of the Seller.........................................................    66

ARTICLE III           ADMINISTRATION AND SERVICING OF THE TRUST FUND.......................................    67

     Section 3.01          Servicer to Act as Servicer.....................................................    67

     Section 3.02          Collection of Mortgage Loan Payments............................................    69

     Section 3.03          Realization Upon Defaulted Mortgage Loans.......................................    69

     Section 3.04          Collection Account and Distribution Account.....................................    70

     Section 3.05          Permitted Withdrawals From the Collection Account...............................    72

     Section 3.06          Establishment of Escrow Account; Deposits in Escrow Account.....................    73

     Section 3.07          Permitted Withdrawals From Escrow Account.......................................    73

     Section 3.08          Payment of Taxes, Insurance and Other Charges; Collections Thereunder...........    74

     Section 3.09          Transfer of Accounts............................................................    75

     Section 3.10          Maintenance of Hazard Insurance.................................................    75

     Section 3.11          Maintenance of Mortgage Impairment Insurance Policy.............................    76

     Section 3.12          Fidelity Bond, Errors and Omissions Insurance...................................    76

     Section 3.13          Title, Management and Disposition of REO Property...............................    77
</TABLE>

                                        i

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
     Section 3.14          Due-on-Sale Clauses; Assumption and Substitution Agreements.....................    79

     Section 3.15          Notification of Adjustments.....................................................    80

     Section 3.16          Optional Purchases of Mortgage Loans by Servicer................................    80

     Section 3.17          Trustee to Cooperate; Release of Files..........................................    81

     Section 3.18          Servicing Compensation..........................................................    82

     Section 3.19          Annual Statement as to Compliance...............................................    82

     Section 3.20          Annual Independent Certified Public Accountants' Reports........................    83

     Section 3.21          Access to Certain Documentation and Information Regarding the Mortgage
                           Loans...........................................................................    83

     Section 3.22          Reserved........................................................................    83

     Section 3.23          Obligations of the Servicer in Respect of Compensating Interest.................    83

     Section 3.24          Obligations of the Servicer in Respect of Mortgage Interest Rates and
                           Monthly Payments................................................................    84

     Section 3.25          Investment of Funds in the Collection Account and the Distribution Account......    84

     Section 3.26          Liability of Servicer; Indemnification..........................................    85

     Section 3.27          Reports of Foreclosure and Abandonment of Mortgaged Properties..................    86

     Section 3.28          Protection of Assets............................................................    86

     Section 3.29          Periodic Filings................................................................    87

     Section 3.30          Advance Facility................................................................    89

ARTICLE IV            FLOW OF FUNDS........................................................................    91

     Section 4.01          Interest Distributions..........................................................    91

     Section 4.02          Distributions of Principal and Monthly Excess Cashflow Amounts..................    92

     Section 4.03          Allocation of Losses............................................................    97

     Section 4.04          Method of Distribution..........................................................    98

     Section 4.05          Distributions on Book-Entry Certificates........................................    98

     Section 4.06          Statements......................................................................    98

     Section 4.07          Remittance Reports; Advances....................................................   101
</TABLE>

                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
     Section 4.08          REMIC Distributions.............................................................   103

ARTICLE V             THE CERTIFICATES.....................................................................   107

     Section 5.01          The Certificates................................................................   107

     Section 5.02          Registration of Transfer and Exchange of Certificates...........................   107

     Section 5.03          Mutilated, Destroyed, Lost or Stolen Certificates...............................   112

     Section 5.04          Persons Deemed Owners...........................................................   113

     Section 5.05          Appointment of Paying Agent.....................................................   113

ARTICLE VI            THE SELLER, THE SERVICER AND THE DEPOSITOR...........................................   113

     Section 6.01          Liability of the Seller, the Servicer and the Depositor.........................   113

     Section 6.02          Merger or Consolidation of, or Assumption of the Obligations of, the
                           Seller, the Servicer or the Depositor...........................................   114

     Section 6.03          Limitation on Liability of the Servicer and Others..............................   114

     Section 6.04          Servicer Not to Resign..........................................................   115

     Section 6.05          Delegation of Duties............................................................   115

ARTICLE VII           DEFAULT..............................................................................   118

     Section 7.01          Servicer Events of Termination..................................................   118

     Section 7.02          Trustee to Act; Appointment of Successor........................................   120

     Section 7.03          Waiver of Defaults..............................................................   121

     Section 7.04          Notification to Certificateholders..............................................   121

     Section 7.05          Survivability of Servicer Liabilities...........................................   122

ARTICLE VIII          THE TRUSTEE..........................................................................   122

     Section 8.01          Duties of Trustee...............................................................   122

     Section 8.02          Certain Matters Affecting the Trustee...........................................   124

     Section 8.03          Trustee Not Liable for Certificates or Mortgage Loans...........................   125

     Section 8.04          Trustee May Own Certificates....................................................   126

     Section 8.05          Seller to Pay Trustee Fees and Expenses.........................................   126

     Section 8.06          Eligibility Requirements for Trustee............................................   126

     Section 8.07          Resignation or Removal of Trustee...............................................   127

     Section 8.08          Successor Trustee...............................................................   128

     Section 8.09          Merger or Consolidation of Trustee..............................................   128
</TABLE>

                                       iii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                             PAGE
<S>                                                                                                          <C>
     Section 8.10          Appointment of Co-Trustee or Separate Trustee...................................   128

     Section 8.11          Limitation of Liability.........................................................   130

     Section 8.12          Trustee May Enforce Claims Without Possession of Certificates...................   130

     Section 8.13          Suits for Enforcement...........................................................   130

     Section 8.14          Waiver of Bond Requirement......................................................   130

     Section 8.15          Waiver of Inventory, Accounting and Appraisal Requirement.......................   131

     Section 8.16          Compliance with National Housing Act of 1934....................................   131

ARTICLE IX            REMIC AND GRANTOR TRUST ADMINISTRATION...............................................   131

     Section 9.01          REMIC Administration............................................................   131

     Section 9.02          Prohibited Transactions and Activities..........................................   134

     Section 9.03          Indemnification with Respect to Certain Taxes and Loss of REMIC Status..........   134

     Section 9.04          REO Property....................................................................   135

     Section 9.05          Grantor Trust Administration....................................................   136

ARTICLE X             TERMINATION..........................................................................   136

     Section 10.01         Termination.....................................................................   136

     Section 10.02         Additional Termination Requirements.............................................   138

ARTICLE XI            MISCELLANEOUS PROVISIONS.............................................................   138

     Section 11.01         Amendment.......................................................................   138

     Section 11.02         Recordation of Agreement; Counterparts..........................................   140

     Section 11.03         Limitation on Rights of Certificateholders......................................   140

     Section 11.04         Governing Law; Jurisdiction.....................................................   141

     Section 11.05         Notices.........................................................................   141

     Section 11.06         Severability of Provisions......................................................   142

     Section 11.07         Article and Section References..................................................   142

     Section 11.08         Notice to the Rating Agencies...................................................   142

     Section 11.09         Further Assurances..............................................................   143

     Section 11.10         Section 11.10   Benefits of Agreement...........................................   143

     Section 11.11         Acts of Certificateholders......................................................   143
</TABLE>

                                       iv

<PAGE>

                                    EXHIBITS:

<TABLE>
<S>               <C>
Exhibit A-1       Form of Class AF-1 Certificates
Exhibit A-2       Form of Class AV-1 Certificates
Exhibit A-3       Form of Class A-IO Certificates
Exhibit B-1       Form of Class B-1 Certificates
Exhibit B-2       Form of Class B-2 Certificates
Exhibit B-3       Form of Class B-3 Certificates
Exhibit C-1-1     Form of Class R Certificate
Exhibit C-1-2     Form of Class R-X Certificates
Exhibit C-2       Form of Class M-1 Certificates
Exhibit C-3       Form of Class M-2 Certificates
Exhibit C-4       Form of Class X Certificates
Exhibit C-5       Form of Class N Certificates
Exhibit D-1       Mortgage Loan Schedule for Group I Mortgage Loans
Exhibit D-2       Mortgage Loan Schedule for Group II Mortgage Loans
Exhibit E         Form of Request for Release of Documents
Exhibit F-1       Form of Trustee's Initial Certification
Exhibit F-2       Form of Trustee's Final Certification
Exhibit F-3       Form of Receipt of Mortgage Note
Exhibit G         Mortgage Loan Purchase Agreement
Exhibit H         Form of Lost Note Affidavit
Exhibit I         Form of ERISA Representation
Exhibit J         Form of Investment Letter
Exhibit K         Form of Residual Certificate Transfer Affidavit
Exhibit L         Form of Transferor Certificate
Exhibit M         [Reserved]
Exhibit N         Blanket Letter of Representations
Exhibit O         [Reserved]
Exhibit P         Monthly Information Provided by Servicer
Exhibit Q         Form of Officer's Certificate with Respect to Prepayments
Exhibit R         Form of Notice of Prepayment Penalty Inconsistency
Exhibit S         Form of Certification
Exhibit T         Form of Certification to be Provided by Trustee
Exhibit U         Schedule of Mortgage Loan without Title Policies
</TABLE>

                                        v

<PAGE>

         This Pooling and Servicing Agreement is dated as of June 1, 2003 (the
"Agreement"), among MERRILL LYNCH MORTGAGE INVESTORS, INC., as depositor (the
"Depositor"), CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC, as seller
(the "Seller"), LITTON LOAN SERVICING LP, as servicer (the "Servicer"), and U.S.
BANK NATIONAL ASSOCIATION, as trustee (the "Trustee").

                              PRELIMINARY STATEMENT

         The Depositor intends to sell 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 Trust
Fund created hereunder. The Certificates will consist of twelve Classes of
Certificates, designated as (i) the Class AF-1, Class AV-1 and Class A-IO
Certificates, (ii) the Class M-1 and Class M-2 Certificates, (iii) the Class
B-1, Class B-2 and Class B-3 Certificates, (iv) the Class N Certificates, (v)
the Class X Certificates, (vi) the Class R Certificates and the Class R-X
Certificates.

         As provided herein, the Trustee shall elect that the Trust Fund be
treated for federal income tax purposes as eight separate real estate mortgage
investment conduits (each a "REMIC" or, in the alternative, "REMIC 1," "REMIC
2," "REMIC 3," "REMIC 4," "REMIC 5," "REMIC 6," "REMIC 7" and "REMIC 8"
respectively). The REMIC 8 Regular Interests represent all of the "regular
interests in REMIC 8. The REMIC 7 Regular Interests represent all of the
"regular interests in REMIC 7. The REMIC 6 Regular Interests represent all of
the "regular interests" in REMIC 6. The REMIC 5 Regular Interests represent all
of the "regular interests" in REMIC 5. The REMIC 4 Regular Interests represent
all of the "regular interests" in REMIC 4. Each Class of Cap Carryover
Certificates (other than the Class B-1, Class B-2 and Class B-3 Certificates)
represents beneficial ownership of the Corresponding REMIC 4 Regular Interest
and the right to receive Carryover Amounts. The Class B-1 Certificates represent
beneficial ownership of the REMIC 6 Regular Interest and the right to receive
Carryover Amounts. The Class B-2 Certificates represent beneficial ownership of
the REMIC 7 Regular Interest and the right to receive Carryover Amounts. The
Class B-3 Certificates represent beneficial ownership of the REMIC 8 Regular
Interest and the right to receive Carryover Amounts. The Class N and Class X
Certificates together represent beneficial ownership of the REMIC 5 X/N
Interest, subject to the obligation to pay Carryover Amounts. Each of the Class
R-1, Class R-2, Class R-3 and Class R-4 Interests, represented collectively by
the Class R Certificates, represents the sole Class of "residual interest" in
REMIC 1, REMIC 2, REMIC 3 and REMIC 4, respectively, for purposes of the REMIC
Provisions. Each of the Class R-5, Class R-6, Class R-7 and Class R-8 Interests,
represented collectively by the Class R-X Certificates, represent the sole Class
of "residual interest" in REMIC 5, REMIC 6, REMIC 7 and REMIC 8, respectively,
for purposes of the REMIC provisions. The REMIC 3 Regular Interests represent
all of the "regular interests" in REMIC 3. The REMIC 2 Regular Interests
represent all of the "regular interests" in REMIC 2. The REMIC 1 Regular
Interests represent all of the "regular interests" in REMIC 1. The REMIC 1
Regular Interests will be held as assets of REMIC 2. The REMIC 2 Regular
Interests, other than the REMIC 2 IO Interests, will be held as assets of REMIC
3. The REMIC 3 Regular Interests and the REMIC 2 IO Interests will be held as
assets of REMIC 4. The REMIC 4 X/N Interest will be held as the sole asset of
REMIC 5. The REMIC 5 X/N Interest will be held as an asset of the Grantor Trust,
which will also hold the rights of the Cap Carryover Certificates to receive
their respective Carryover Amounts. The

<PAGE>

REMIC 4 B-1 Interest will be held as the sole asset of REMIC 6. The REMIC 4 B-2
Interest will be held as the sole asset of REMIC 7. The REMIC 4 B-3 Interest
will be held as the sole asset of REMIC 8. The "latest possible maturity date"
for federal income tax purposes of all interests created hereby will be the
Distribution Date on July 25, 2033.

REMIC 1

         The following table specifies the class designation, interest rate, and
initial principal amount for each class of REMIC 1 Interests.

<TABLE>
<CAPTION>
Designation              Interest Rate           Initial Principal Amount           Related Loan Group
-----------              -------------           ------------------------           ------------------
<S>                      <C>                     <C>                                <C>
 LT1-I-1                      (1)                     $17,157,000.00                   Loan Group I
 LT1-I-2                      (1)                     $15,881,000.00                   Loan Group I
 LT1-I-3                      (1)                     $14,700,000.00                   Loan Group I
 LT1-I-4                      (1)                     $13,606,000.00                   Loan Group I
 LT1-I-5                      (1)                     $12,593,000.00                   Loan Group I
 LT1-I-6                      (1)                     $11,657,000.00                   Loan Group I
 LT1-I-7                      (1)                     $10,789,000.00                   Loan Group I
 LT1-I-8                      (1)                     $ 9,985,000.00                   Loan Group I
 LT1-I-9                      (1)                     $ 9,243,000.00                   Loan Group I
 LT1-I-10                     (1)                     $ 8,554,000.00                   Loan Group I
 LT1-I-11                     (1)                     $ 7,918,000.00                   Loan Group I
 LT1-I-12                     (1)                     $ 7,328,000.00                   Loan Group I
 LT1-I-13                     (1)                     $ 6,782,000.00                   Loan Group I
 LT1-I-14                     (1)                     $ 6,278,000.00                   Loan Group I
 LT1-I-15                     (1)                     $ 5,810,000.00                   Loan Group I
 LT1-I-16                     (1)                     $ 5,377,000.00                   Loan Group I
 LT1-I-17                     (1)                     $ 4,976,000.00                   Loan Group I
 LT1-I-18                     (1)                     $ 4,606,000.00                   Loan Group I
 LT1-I-19                     (1)                     $ 4,262,000.00                   Loan Group I
 LT1-I-20                     (1)                     $ 3,945,000.00                   Loan Group I
 LT1-I-21                     (1)                     $ 3,651,000.00                   Loan Group I
 LT1-I-22                     (1)                     $ 3,379,000.00                   Loan Group I
 LT1-I-23                     (1)                     $ 3,127,000.00                   Loan Group I
 LT1-I-24                     (1)                     $ 2,894,000.00                   Loan Group I
 LT1-I-25                     (1)                     $ 2,678,000.00                   Loan Group I
 LT1-I-26                     (1)                     $ 2,478,000.00                   Loan Group I
 LT1-I-27                     (1)                     $ 2,294,000.00                   Loan Group I
 LT1-I-28                     (1)                     $ 2,123,000.00                   Loan Group I
 LT1-I-29                     (1)                     $ 1,964,000.00                   Loan Group I
 LT1-I-30                     (1)                     $24,326,000.00                   Loan Group I
 LT1-I-X                      (1)                     $       817.63                   Loan Group I
 LT1-II-1                     (2)                     $ 4,920,000.00                   Loan Group II
 LT1-II-2                     (2)                     $ 4,555,000.00                   Loan Group II
 LT1-II-3                     (2)                     $ 4,218,000.00                   Loan Group II
</TABLE>

                                        2

<PAGE>

<TABLE>
<S>                      <C>                     <C>                                <C>
 LT1-II-4                     (2)                     $ 3,905,000.00                   Loan Group II
 LT1-II-5                     (2)                     $ 3,616,000.00                   Loan Group II
 LT1-II-6                     (2)                     $ 3,348,000.00                   Loan Group II
 LT1-II-7                     (2)                     $ 3,099,000.00                   Loan Group II
 LT1-II-8                     (2)                     $ 2,870,000.00                   Loan Group II
 LT1-II-9                     (2)                     $ 2,657,000.00                   Loan Group II
 LT1-II-10                    (2)                     $ 2,460,000.00                   Loan Group II
 LT1-II-11                    (2)                     $ 2,277,000.00                   Loan Group II
 LT1-II-12                    (2)                     $ 2,109,000.00                   Loan Group II
 LT1-II-13                    (2)                     $ 1,953,000.00                   Loan Group II
 LT1-II-14                    (2)                     $ 1,807,000.00                   Loan Group II
 LT1-II-15                    (2)                     $ 1,674,000.00                   Loan Group II
 LT1-II-16                    (2)                     $ 1,549,000.00                   Loan Group II
 LT1-II-17                    (2)                     $ 1,435,000.00                   Loan Group II
 LT1-II-18                    (2)                     $ 1,328,000.00                   Loan Group II
 LT1-II-19                    (2)                     $ 1,229,000.00                   Loan Group II
 LT1-II-20                    (2)                     $ 1,139,000.00                   Loan Group II
 LT1-II-21                    (2)                     $ 1,054,000.00                   Loan Group II
 LT1-II-22                    (2)                     $   975,000.00                   Loan Group II
 LT1-II-23                    (2)                     $   904,000.00                   Loan Group II
 LT1-II-24                    (2)                     $   836,000.00                   Loan Group II
 LT1-II-25                    (2)                     $   774,000.00                   Loan Group II
 LT1-II-26                    (2)                     $   717,000.00                   Loan Group II
 LT1-II-27                    (2)                     $   663,000.00                   Loan Group II
 LT1-II-28                    (2)                     $   614,000.00                   Loan Group II
 LT1-II-29                    (2)                     $   569,000.00                   Loan Group II
 LT1-II-30                    (2)                     $ 7,704,000.00                   Loan Group II
 LT1-II-X                     (2)                     $       950.07                   Loan Group II
 R-1                          (3)                                 (3)                  N/A
</TABLE>

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

(1) For any Distribution Date, the interest rate for each REMIC 1 Regular
    Interest containing "I" in its designation shall be a per annum rate equal
    to Group I Net Rate for such Distribution Date.

(2) For any Distribution Date, the interest rate for each REMIC 1 Regular
    Interest containing "II" in its designation shall be a per annum rate equal
    to Group II Net Rate for such Distribution Date.

(3) The Class R-1 Interest shall represent the sole class of residual interest
    in REMIC 1. The Class R-1 Interest will not have a principal amount or an
    interest rate. The Class R-1 Interest shall be represented by the Class R
    Certificate.

                                        3

<PAGE>

REMIC 2

         The following table specifies the class designation, interest rate, and
initial principal amount for each class of REMIC 2 Interests.

<TABLE>
<CAPTION>
                                                                 Initial Principal
                                                                 Amount or Initial
                                                                     Notional
Designation        Interest Rate     Adjustment Period            Principal Amount       Related Loan Group
-----------        -------------     -----------------           ------------------      ------------------
<S>                <C>               <C>                         <C>                     <C>
 LT2-I-1                 (1)           July 2003                   $17,157,000.00           Loan Group I
 LT2-I-2                 (1)           August 2003                 $15,881,000.00           Loan Group I
 LT2-I-3                 (1)           September 2003              $14,700,000.00           Loan Group I
 LT2-I-4                 (1)           October 2003                $13,606,000.00           Loan Group I
 LT2-I-5                 (1)           November 2003               $12,593,000.00           Loan Group I
 LT2-I-6                 (1)           December 2003               $11,657,000.00           Loan Group I
 LT2-I-7                 (1)           January 2004                $10,789,000.00           Loan Group I
 LT2-I-8                 (1)           February 2004               $ 9,985,000.00           Loan Group I
 LT2-I-9                 (1)           March 2004                  $ 9,243,000.00           Loan Group I
 LT2-I-10                (1)           April 2004                  $ 8,554,000.00           Loan Group I
 LT2-I-11                (1)           May 2004                    $ 7,918,000.00           Loan Group I
 LT2-I-12                (1)           June 2004                   $ 7,328,000.00           Loan Group I
 LT2-I-13                (1)           July 2004                   $ 6,782,000.00           Loan Group I
 LT2-I-14                (1)           August 2004                 $ 6,278,000.00           Loan Group I
 LT2-I-15                (1)           September 2004              $ 5,810,000.00           Loan Group I
 LT2-I-16                (1)           October 2004                $ 5,377,000.00           Loan Group I
 LT2-I-17                (1)           November 2004               $ 4,976,000.00           Loan Group I
 LT2-I-18                (1)           December 2004               $ 4,606,000.00           Loan Group I
 LT2-I-19                (1)           January 2005                $ 4,262,000.00           Loan Group I
 LT2-I-20                (1)           February 2005               $ 3,945,000.00           Loan Group I
 LT2-I-21                (1)           March 2005                  $ 3,651,000.00           Loan Group I
 LT2-I-22                (1)           April 2005                  $ 3,379,000.00           Loan Group I
 LT2-I-23                (1)           May 2005                    $ 3,127,000.00           Loan Group I
 LT2-I-24                (1)           June 2005                   $ 2,894,000.00           Loan Group I
 LT2-I-25                (1)           July 2005                   $ 2,678,000.00           Loan Group I
 LT2-I-26                (1)           August 2005                 $ 2,478,000.00           Loan Group I
 LT2-I-27                (1)           September 2005              $ 2,294,000.00           Loan Group I
 LT2-I-28                (1)           October 2005                $ 2,123,000.00           Loan Group I
 LT2-I-29                (1)           November 2005               $ 1,964,000.00           Loan Group I
 LT2-I-30                (1)           December 2005               $24,326,000.00           Loan Group I
 LT2-I-X                 (2)           N/A                         $       817.63           Loan Group I
 LT2-I-1-IO              (3)           July 2003                   $17,157,000.00(8)        Loan Group I
 LT2-I-2-IO              (3)           August 2003                 $15,881,000.00(8)        Loan Group I
 LT2-I-3-IO              (3)           September 2003              $14,700,000.00(8)        Loan Group I
</TABLE>

                                        4

<PAGE>

<TABLE>
<S>                <C>               <C>                         <C>                       <C>
 LT2-I-4-IO              (3)           October 2003              $13,606,000.00(8)         Loan Group I
 LT2-I-5-IO              (3)           November 2003             $12,593,000.00(8)         Loan Group I
 LT2-I-6-IO              (3)           December 2003             $11,657,000.00(8)         Loan Group I
 LT2-I-7-IO              (3)           January 2004              $10,789,000.00(8)         Loan Group I
 LT2-I-8-IO              (3)           February 2004             $ 9,985,000.00(8)         Loan Group I
 LT2-I-9-IO              (3)           March 2004                $ 9,243,000.00(8)         Loan Group I
 LT2-I-10-IO             (3)           April 2004                $ 8,554,000.00(8)         Loan Group I
 LT2-I-11-IO             (3)           May 2004                  $ 7,918,000.00(8)         Loan Group I
 LT2-I-12-IO             (3)           June 2004                 $ 7,328,000.00(8)         Loan Group I
 LT2-I-13-IO             (3)           July 2004                 $ 6,782,000.00(8)         Loan Group I
 LT2-I-14-IO             (3)           August 2004               $ 6,278,000.00(8)         Loan Group I
 LT2-I-15-IO             (3)           September 2004            $ 5,810,000.00(8)         Loan Group I
 LT2-I-16-IO             (3)           October 2004              $ 5,377,000.00(8)         Loan Group I
 LT2-I-17-IO             (3)           November 2004             $ 4,976,000.00(8)         Loan Group I
 LT2-I-18-IO             (3)           December 2004             $ 4,606,000.00(8)         Loan Group I
 LT2-I-19-IO             (3)           January 2005              $ 4,262,000.00(8)         Loan Group I
 LT2-I-20-IO             (3)           February 2005             $ 3,945,000.00(8)         Loan Group I
 LT2-I-21-IO             (3)           March 2005                $ 3,651,000.00(8)         Loan Group I
 LT2-I-22-IO             (3)           April 2005                $ 3,379,000.00(8)         Loan Group I
 LT2-I-23-IO             (3)           May 2005                  $ 3,127,000.00(8)         Loan Group I
 LT2-I-24-IO             (3)           June 2005                 $ 2,894,000.00(8)         Loan Group I
 LT2-I-25-IO             (3)           July 2005                 $ 2,678,000.00(8)         Loan Group I
 LT2-I-26-IO             (3)           August 2005               $ 2,478,000.00(8)         Loan Group I
</TABLE>

                                        5

<PAGE>

<TABLE>
<S>                <C>               <C>                         <C>                       <C>
 LT2-I-27-IO             (3)           September 2005            $ 2,294,000.00(8)         Loan Group I
 LT2-I-28-IO             (3)           October 2005              $ 2,123,000.00(8)         Loan Group I
 LT2-I-29-IO             (3)           November 2005             $ 1,964,000.00(8)         Loan Group I
 LT2-I-30-IO             (3)           December 2005             $24,326,000.00(8)         Loan Group I
 LT2-II-1                (4)           July 2003                 $ 4,920,000.00            Loan Group II
 LT2-II-2                (4)           August 2003               $ 4,555,000.00            Loan Group II
 LT2-II-3                (4)           September 2003            $ 4,218,000.00            Loan Group II
 LT2-II-4                (4)           October 2003              $ 3,905,000.00            Loan Group II
 LT2-II-5                (4)           November 2003             $ 3,616,000.00            Loan Group II
 LT2-II-6                (4)           December 2003             $ 3,348,000.00            Loan Group II
 LT2-II-7                (4)           January 2004              $ 3,099,000.00            Loan Group II
 LT2-II-8                (4)           February 2004             $ 2,870,000.00            Loan Group II
 LT2-II-9                (4)           March 2004                $ 2,657,000.00            Loan Group II
 LT2-II-10               (4)           April 2004                $ 2,460,000.00            Loan Group II
 LT2-II-11               (4)           May 2004                  $ 2,277,000.00            Loan Group II
 LT2-II-12               (4)           June 2004                 $ 2,109,000.00            Loan Group II
 LT2-II-13               (4)           July 2004                 $ 1,953,000.00            Loan Group II
 LT2-II-14               (4)           August 2004               $ 1,807,000.00            Loan Group II
 LT2-II-15               (4)           September 2004            $ 1,674,000.00            Loan Group II
 LT2-II-16               (4)           October 2004              $ 1,549,000.00            Loan Group II
 LT2-II-17               (4)           November 2004             $ 1,435,000.00            Loan Group II
 LT2-II-18               (4)           December 2004             $ 1,328,000.00            Loan Group II
 LT2-II-19               (4)           January 2005              $ 1,229,000.00            Loan Group II
 LT2-II-20               (4)           February 2005             $ 1,139,000.00            Loan Group II
 LT2-II-21               (4)           March 2005                $ 1,054,000.00            Loan Group II
 LT2-II-22               (4)           April 2005                $   975,000.00            Loan Group II
 LT2-II-23               (4)           May 2005                  $   904,000.00            Loan Group II
 LT2-II-24               (4)           June 2005                 $   836,000.00            Loan Group II
 LT2-II-25               (4)           July 2005                 $   774,000.00            Loan Group II
 LT2-II-26               (4)           August 2005               $   717,000.00            Loan Group II
 LT2-II-27               (4)           September 2005            $   663,000.00            Loan Group II
 LT2-II-28               (4)           October 2005              $   614,000.00            Loan Group II
 LT2-II-29               (4)           November 2005             $   569,000.00            Loan Group II
 LT2-II-30               (4)           December 2005             $ 7,704,000.00            Loan Group II
 LT2-II-X                (5)           N/A                       $       950.07            Loan Group II
 LT2-II-1-IO             (6)           July 2003                 $ 4,920,000.00(8)         Loan Group II
 LT2-II-2-IO             (6)           August 2003               $ 4,555,000.00(8)         Loan Group II
 LT2-II-3-IO             (6)           September 2003            $ 4,218,000.00(8)         Loan Group II
</TABLE>

                                        6

<PAGE>

<TABLE>
<S>                <C>               <C>                         <C>                      <C>
 LT2-II-4-IO             (6)           October 2003              $3,905,000.00(8)         Loan Group II
 LT2-II-5-IO             (6)           November 2003             $3,616,000.00(8)         Loan Group II
 LT2-II-6-IO             (6)           December 2003             $3,348,000.00(8)         Loan Group II
 LT2-II-7-IO             (6)           January 2004              $3,099,000.00(8)         Loan Group II
 LT2-II-8-IO             (6)           February 2004             $2,870,000.00(8)         Loan Group II
 LT2-II-9-IO             (6)           March 2004                $2,657,000.00(8)         Loan Group II
 LT2-II-10-IO            (6)           April 2004                $2,460,000.00(8)         Loan Group II
 LT2-II-11-IO            (6)           May 2004                  $2,277,000.00(8)         Loan Group II
 LT2-II-12-IO            (6)           June 2004                 $2,109,000.00(8)         Loan Group II
 LT2-II-13-IO            (6)           July 2004                 $1,953,000.00(8)         Loan Group II
 LT2-II-14-IO            (6)           August 2004               $1,807,000.00(8)         Loan Group II
 LT2-II-15-IO            (6)           September 2004            $1,674,000.00(8)         Loan Group II
 LT2-II-16-IO            (6)           October 2004              $1,549,000.00(8)         Loan Group II
 LT2-II-17-IO            (6)           November 2004             $1,435,000.00(8)         Loan Group II
 LT2-II-18-IO            (6)           December 2004             $1,328,000.00(8)         Loan Group II
 LT2-II-19-IO            (6)           January 2005              $1,229,000.00(8)         Loan Group II
 LT2-II-20-IO            (6)           February 2005             $1,139,000.00(8)         Loan Group II
 LT2-II-21-IO            (6)           March 2005                $1,054,000.00(8)         Loan Group II
 LT2-II-22-IO            (6)           April 2005                $  975,000.00(8)         Loan Group II
 LT2-II-23-IO            (6)           May 2005                  $  904,000.00(8)         Loan Group II
 LT2-II-24-IO            (6)           June 2005                 $  836,000.00(8)         Loan Group II
 LT2-II-25-IO            (6)           July 2005                 $  774,000.00(8)         Loan Group II
 LT2-II-26-IO            (6)           August 2005               $  717,000.00(8)         Loan Group II
 LT2-II-27-IO            (6)           September 2005            $  663,000.00(8)         Loan Group II
 LT2-II-28-IO            (6)           October 2005              $  614,000.00(8)         Loan Group II
 LT2-II-29-IO            (6)           November 2005             $  569,000.00(8)         Loan Group II
 LT2-II-30-IO            (6)           December 2005             $7,704,000.00(8)         Loan Group II
</TABLE>

                                        7

<PAGE>

<TABLE>
<S>                      <C>           <C>                                    <C>          <C>
 R-2                     (7)           N/A                                    (7)          N/A
</TABLE>

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

(1) For any Distribution Date during or prior to the related Adjustment Period,
    the interest rate for each REMIC 2 Interest related to Loan Group I that
    does not contain "IO" in its designation (other than the LT2-I-X Interest)
    shall be a per annum rate equal to the Group I Net Rate for such
    Distribution Date minus 3.00%. For any Distribution Date after the related
    Adjustment Period, the interest rate for each such REMIC 2 Interest shall be
    the Group I Net Rate.

(2) For any Distribution Date, the interest rate for the LT2-I-X Interest shall
    be a per annum rate equal to the Group I Net Rate for such Distribution
    Date.

(3) For any Distribution Date during or prior to the related Adjustment Period,
    the interest rate for each REMIC 2 Interest related to Loan Group I that
    contains an "IO" in its designation shall be a per annum rate equal to
    3.00%. For any Distribution Date after the related Adjustment Period, the
    interest rate for each such REMIC 2 Interest shall be 0.00%.

(4) For any Distribution Date during or prior to the related Adjustment Period,
    the interest rate for each REMIC 2 Interest related to Loan Group II that
    does not contain "IO" in its designation (other than the LT2-II-X Interest)
    shall be the greater of (i) a per annum rate equal to the Group II Net Rate
    for such Distribution Date minus 3.00% and (ii) 0.00%. For any Distribution
    Date after the related Adjustment Period, the interest rate for each such
    REMIC 2 Interest shall be the Group II Net Rate.

(5) For any Distribution Date, the interest rate for the LT2-II-X Interest shall
    be a per annum rate equal to the Group II Net Rate for such Distribution
    Date.

(6) For any Distribution Date during or prior to the related Adjustment Period,
    the interest rate for each REMIC 2 Interest related to Loan Group II that
    contains an "IO" in its designation shall be a per annum rate equal to 3.00%
    subject to a cap equal to the Group II Net Rate. For any Distribution Date
    after the related Adjustment Period, the interest rate for each such REMIC 2
    Interest shall be 0.00%.

(7) The Class R-2 Interest shall represent the sole class of residual interest
    in REMIC 2. The Class R-2 Interest will not have a principal amount or an
    interest rate. The Class R-2 Interest shall be represented by the Class R
    Certificate.

(8) The REMIC 2 IO Interests are interest-only interests and are not entitled to
    payments of principal.

REMIC 3

         The following table specifies the class designation, interest rate, and
initial principal amount for each class of REMIC 3 Interests.

<TABLE>
<CAPTION>
                                                                                    Related Loan
                                                                                   Group or Related
Designation              Interest Rate           Initial Principal Amount            Certificate
-----------              -------------           ------------------------          ----------------
<S>                      <C>                     <C>                               <C>
 LT3-AF1                      (1)                  $48,508,500.00000000               Class AF-1
 LT3-AV1                      (1)                  $13,970,500.00000000               Class AV-1
 LT3-M1                       (1)                  $ 3,712,500.00000000               Class M-1
 LT3-M2                       (1)                  $ 3,712,500.00000000               Class M-2
 LT3-B1                       (1)                  $ 1,856,250.00000000               Class B-1
 LT3-B2                       (1)                  $   928,125.00000000               Class B-2
 LT3-B3                       (1)                  $   742,500.00000000               Class B-3
 LT3-X1                       (1)                  $74,914,508.85000000                  N/A
 LT3-IA                       (1)                  $     3,632.78176300               Loan Group I
</TABLE>

                                        8

<PAGE>

<TABLE>
<S>                      <C>                     <C>                               <C>
 LT3-IB                       (2)                $     23,036.18176300             Loan Group I
 LT3-IIA                      (1)                $      1,044.69500700             Loan Group II
 LT3-IIB                      (3)                $      6,632.89500700             Loan Group II
 LT3-X2                       (1)                $148,311,037.29646000                  N/A
 R-3                          (4)                                   (4)                 N/A
</TABLE>

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

(1) For any Distribution Date, the interest rate for the LT3-AF1 Interest, the
    LT3-AV1 Interest, the LT3-M1 Interest, the LT3-M2 Interest, the LT3-B1
    Interest, the LT3-B2 Interest, the LT3-B3 Interest, the LT3-X1 Interest, the
    LT3-IA Interest, the LT3-IIA Interest and the LT3-X2 Interest shall be a per
    annum rate equal to the weighted average interest rate of the REMIC 2
    Regular Interests (other than the REMIC 2 IO Interests) for such
    Distribution Date, weighted on the basis of their respective principal
    balances.

(2) For any Distribution Date, the interest rate for the LT3-IB Interest shall
    be a per annum rate equal to the Group I Cap for such Distribution Date
    which shall be the numeric equivalent of the weighted average interest rate
    of the REMIC 2 Regular Interests related to Loan Group I (other than any
    REMIC 2 IO Interest) for such Distribution Date weighted on the basis of
    their respective principal balances.

(3) For any Distribution Date, the interest rate for the LT3-IIB Interest shall
    be a per annum rate equal to the Group II Cap for such Distribution Date
    which shall be the numeric equivalent of the weighted average interest rate
    of the REMIC 2 Regular Interests related to Loan Group II (other than any
    REMIC 2 IO Interest) for such Distribution Date weighted on the basis of
    their respective principal balances.

(4) The Class R-3 Interest shall represent the sole class of residual interest
    in REMIC 3. The Class R-3 Interest will not have a principal amount or an
    interest rate. The Class R-3 Interest shall be represented by the Class R
    Certificate.

         All computations with respect to any REMIC 3 Interest shall be taken
out to eight decimal places.

         REMIC 4

         The sole assets of REMIC 4 shall be the REMIC 3 Regular Interests and
the REMIC 2 IO Interests. REMIC 4 shall issue the REMIC 4 Regular Interests,
which shall represent the regular interests in REMIC 4, and the Class R-4
Interest, which shall represent the sole class of residual interest in REMIC 4.

         REMIC 5

         The sole asset of REMIC 5 shall be the REMIC 4 X/N Interest. The sole
regular interest in REMIC 5 will be the REMIC 5 X/N Interest. The residual
interest in REMIC 5 will be the Class R-5 Interest, which will be represented by
the Class R-X Certificate.

         REMIC 6

          The sole asset of REMIC 6 shall be the REMIC 4 B-1 Interest. The sole
regular interest in REMIC 6 will be the REMIC 6 B-1 Interest. The residual
interest in REMIC 6 will be the Class R-6 Interest, which will be represented by
the Class R-X Certificate.

                                        9

<PAGE>

         REMIC 7

          The sole asset of REMIC 7 shall be the REMIC 4 B-2 Interest. The sole
regular interest in REMIC 7 will be the REMIC 7 B-2 Interest. The residual
interest in REMIC 7 will be the Class R-7 Interest, which will be represented by
the Class R-X Certificate.

         REMIC 8

         The sole asset of REMIC 8 shall be the REMIC 4 B-3 Interest. The sole
regular interest in REMIC 8 will be the REMIC 8 B-3 Interest. The residual
interest in REMIC 8 will be the Class R-8 Interest, which will be represented by
the Class R-X Certificate.

         The following table sets forth (or describes) the Class designation,
Pass-Through Rate and Original Class Certificate Principal Balance or Original
Notional Amount, for each Class of Certificates comprising the interests in the
Trust Fund created hereunder:

<TABLE>
<CAPTION>
                      Original Class
                        Certificate                 Pass-Through           Assumed Final
Class                Principal Balance                  Rate               Maturity Dates
-----                -----------------              ------------           --------------
<S>                  <C>                            <C>                   <C>
 AF-1                $194,034,000.00                      (1)             December 25, 2032
 AV-1                $ 55,882,000.00                      (2)             February 25, 2033
 A-IO                $296,689,000.00 (3)                3.00%(4)          December 25, 2005
 M-1                 $ 14,850,000.00                      (5)             November 25, 2032
 M-2                 $ 14,850,000.00                      (6)             September 25, 2032
 B-1                 $  7,425,000.00                      (7)             April 25, 2032
 B-2                 $  3,712,500.00                      (8)             June 25, 2031
 B-3                 $  2,970,000.00                      (9)             August 25, 2030
 N                   $          1.00 (10)               0.00%                    N/A
 X                        N/A        (10)                N/A                     N/A
 R                        N/A                            N/A                     N/A
 R-X                      N/A                            N/A                     N/A
 Total               $293,723,500.00 (11)
</TABLE>

(1)      Interest will accrue on the Class AF-1 Certificates during each
         Interest Accrual Period at a rate equal to the lesser of: (i) the Class
         AF-1 Pass-Through Rate and (ii) the Group I Cap for such Distribution
         Date.

(2)      Interest will accrue on the Class AV-1 Certificates at a rate equal to
         the least of: (i) the Class AV-1 Pass-Through Rate, (ii) the Group II
         Cap for such Distribution Date and (iii) the Maximum Rate Cap for such
         Distribution Date.

(3)      Initial aggregate Notional Amount. The Class A-IO is made up of two
         components, Component A-IO-1 and Component A-IO-2, each of which has a
         separate notional amount.

(4)      No interest will accrue on the Class A-IO Certificates for Distribution
         Dates after the Distribution Date in December 2005. The Pass-Through
         Rate on Component A-IO-2 on any Distribution Date will be subject to a
         cap equal to the Group II Net Rate.

(5)      Interest will accrue on the Class M-1 Certificates at a rate equal to
         the lesser of: (i) the Class M-1 Pass-Through Rate and (ii) the
         Subordinate Rate Cap for such Distribution Date.

(6)      Interest will accrue on the Class M-2 Certificates at a rate equal to
         the lesser of: (i) the Class M-2 Pass-Through Rate and (ii) the
         Subordinate Rate Cap for such Distribution Date.

(7)      Interest will accrue on the Class B-1 Certificates at a rate equal to
         the lesser of: (i) the Class B-1 Pass-Through Rate and (ii) the
         Subordinate Rate Cap for such Distribution Date.

                                       10

<PAGE>

(8)      Interest will accrue on the Class B-2 Certificates at a rate equal to
         the lesser of: (i) the Class B-2 Pass-Through Rate and (ii) the
         Subordinate Rate Cap for such Distribution Date.

(9)      Interest will accrue on the Class B-3 Certificates at a rate equal to
         the lesser of: (i) the Class B-3 Pass-Through Rate and (ii) the
         Subordinate Rate Cap for such Distribution Date.

(10)     The Class N and Class X Certificates, collectively, represent the
         beneficial ownership of the REMIC 5 X/N Interest, subject to the
         obligation to make payments in respect of Carryover Amounts.

(11)     Exclusive of the Class A-IO Notional Amount and the Class N Notional
         Amount. The Class N Original Notional Amount is $1.00.

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01        Defined Terms.

         Whenever used in this Agreement or in the Preliminary Statement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article. Unless otherwise specified, interest on
the Class AV-1 and Class B-3 Certificates will be calculated on the basis of the
actual number of days in the related Interest Accrual Period and a 360-day year.
Interest on the Class A-F1, Class A-IO, Class M-1, Class M-2, Class B-1, Class
B-2, Class N and Class X Certificates will be calculated on the basis of a
360-day year consisting of twelve 30-day months.

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

         "60+ Day Delinquent Loan": Each Mortgage Loan with respect to which any
portion of a Monthly Payment is, as of the last day of the prior Collection
Period, two months or more past due, each Mortgage Loan in foreclosure, all REO
Property and each Mortgage Loan for which the Mortgagor has filed for bankruptcy
after the Closing Date.

         "Account":  Any of the Collection Account, and Distribution Account.

         "Accrued Certificate Interest": With respect to each Distribution Date
and Class of Certificates, an amount equal to the interest accrued at the
applicable rate set forth or described for such Class in the table in the
Preliminary Statement during the related Interest Accrual Period on the
Certificate Principal Balance or Notional Amount of such Class of Certificates,
reduced by such Class's Interest Percentage of Relief Act Interest Shortfalls
for such Distribution Date.

         "Actuarial Mortgage Loan": Any Mortgage Loan other than a Simple
Interest Mortgage Loan.

         "Adjustment Date": With respect to each Group II Mortgage Loan, each
adjustment date, on which the Mortgage Interest Rate of a Group II Mortgage Loan
changes pursuant to the related Mortgage Note. The first Adjustment Date
following the Cut-off Date as to each Group II Mortgage Loan is set forth in the
Mortgage Loan Schedule.

         "Adjustment Period":  As defined in the Preliminary Statement.

                                       11

<PAGE>

         "Advance": As to any Actuarial Mortgage Loan or REO Property, any
advance made by the Servicer in respect of any Distribution Date pursuant to
Section 4.07.

         "Adverse REMIC Event":  As defined in Section 9.01(f) hereof.

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

         "Agency Insurance Agreements": Collectively, the FHA Insurance
Contracts and VA Guaranty Agreements.

         "Agreement": This Pooling and Servicing Agreement and all amendments
and supplements hereto.

         "Applicable Regulations": As to any Mortgage Loan, all federal, state
and local laws, statutes, rules and regulations applicable thereto, including
with respect to each FHA Loan, the FHA Regulations and the related FHA Insurance
Contract and with respect to each VA Loan, the VA Regulations and the related VA
Guaranty Agreement.

         "Applied Realized Loss Amount": With respect to each Distribution Date,
the excess, if any, of (a) the aggregate of the Certificate Principal Balances
of the Certificates (after giving effect to all distributions on such
Distribution Date) over (b) the Pool Balance as of the end of the related
Collection Period.

         "Arrearage": With respect to a Delinquent Mortgage Loan, the total
amount of scheduled monthly payments due thereon on or before the Cut-off Date
that were not received prior to the Cut-off Date but for which advances of
principal and interest were made, plus any unreimbursed Servicing Advances as of
the Cut-off Date.

         "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage.

         "Assumed Final Maturity Date": As to each Class of Certificates, the
date set forth as such in the Preliminary Statement.

         "Available Funds": As to any Distribution Date, an amount equal to the
excess of (i) the sum of (a) the aggregate of the Monthly Payments due during
the related Collection Period and received by the Trustee one Business Day prior
to the related Distribution Date, (b) Liquidation Proceeds, Insurance Proceeds,
Principal Prepayments, Substitution Adjustment Amounts, the Purchase Price for
any repurchased Mortgage Loan, the Termination Price with respect to the
termination of the Trust pursuant to Section 10.01 hereof, any Reimbursement
Amount deposited to the Collection Account and other unscheduled recoveries of
principal and interest (excluding prepayment penalties and amounts received in
respect of Arrearages) in respect of the Mortgage Loans during the related
Prepayment Period, (c) the aggregate of any amounts received in

                                       12

<PAGE>

respect of an REO Property withdrawn from any REO Account and deposited in the
Collection Account for such Distribution Date, (d) any Compensating Interest for
such Distribution Date, and (e) the aggregate of any Advances made by the
Servicer for such Distribution Date over (ii) the sum of (a) amounts
reimbursable or payable to the Servicer pursuant to Section 3.05, (b) Stayed
Funds, (c) the Servicing Fee and (d) amounts deposited in the Collection Account
or the Distribution Account, as the case may be, in error.

         "Balloon Mortgage Loan": A Mortgage Loan that provides for the payment
of the unamortized principal balance of such Mortgage Loan in a single payment
at the maturity of such Mortgage Loan that is substantially greater than the
preceding monthly payment.

         "Balloon Payment": A payment of the unamortized principal balance of a
Mortgage Loan in a single payment at the maturity of such Mortgage Loan that is
substantially greater than the preceding Monthly Payment.

         "Bankruptcy Code":  Title 11 of the United States Code, as amended.

         "Book-Entry Certificates": Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which
is reflected on the books of the Depository or on the books of a Person
maintaining an account with the Depository (directly, as a "Depository
Participant," or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.02 hereof). On the Closing
Date, the Class AF-1, Class AV-1, Class A-IO, Class M-1, Class M-2, Class B-1,
Class B-2 and Class B-3 Certificates shall be Book-Entry Certificates.

         "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in the State of Delaware, the State of New York, the
State of Texas or in the city in which the Corporate Trust Office of the Trustee
is located are authorized or obligated by law or executive order to be closed.

         "Cap": Any of the Group I Cap, the Group II Cap, the Maximum Rate Cap
or the Subordinate Rate Cap.

         "Cap Carryover Certificates": The Class AV-1, Class M-1, Class M-2,
Class B-1, Class B-2 and Class B-3 Certificates.

         "Carryover Amount": If on any Distribution Date, the Accrued
Certificate Interest for (a) the Class AV-1 Certificates is based upon the Group
II Cap or (b) the Class M-1, Class M-2, Class B-1, Class B-2 or Class B-3
Certificates is based on the Subordinate Rate Cap, the excess of (i) the amount
of interest such Certificate would have been entitled to receive on such
Distribution Date based on the related Pass-Through Rate (up to but not
exceeding the Maximum Rate Cap in the case of the Class AV-1 Certificates), over
(ii) the amount of interest such Certificate was entitled to receive on such
Distribution Date based on the applicable Cap, together with the unpaid portion
of any such excess from prior Distribution Dates (and interest accrued thereon
at the then applicable Pass-Through Rate on such Certificate).

         "Certificate":  Any Regular Certificate or Residual Certificate.

                                       13

<PAGE>

         "Certificate Custodian": Initially, U.S. Bank National Association;
thereafter any other Certificate Custodian acceptable to the Depository and
selected by the Trustee.

         "Certificate Owner": With respect to each Book-Entry Certificate, any
beneficial owner thereof.

         "Certificate Principal Balance": With respect to any Class of
Certificates (other than the Class A-IO, Class N, Class X and Residual
Certificates) and any Distribution Date, the Original Class Certificate
Principal Balance reduced by the sum of (i) all amounts actually distributed in
respect of principal of such Class on all prior Distribution Dates and (ii)
Applied Realized Loss Amounts allocated thereto. The Class A-IO, Class N, Class
X and Residual Certificates do not have a Certificate Principal Balance. With
respect to any Certificate (other than a Class A-IO, Class N or a Residual
Certificate) of a Class and any Distribution Date, the portion of the
Certificate Principal Balance of such Class represented by such Certificate
equal to the product of the Percentage Interest evidenced by such Certificate
and the Certificate Principal Balance of such Class.

         "Certificate Register" and "Certificate Registrar": The register
maintained and registrar appointed pursuant to Section 5.02 hereof.

         "Certificateholder" or "Holder": The Person in whose name a Certificate
is registered in the Certificate Register, except that a Disqualified
Organization or Disqualified Non-U.S. Person shall not be a Holder of a Residual
Certificate for any purpose hereof.

         "Class": Collectively, Certificates or REMIC Regular Interests 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 AF-1 Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 2.879% per annum, and (ii) following the
Optional Termination Date, 3.379% per annum, subject in either case to a cap
equal to the Group I Cap.

          "Class A-IO Notional Amount": With respect to any Distribution Date,
the sum of the Notional Amount of Component A-IO-1 and Component A-IO-2. With
respect to each of Component A-IO-1 and Component A-IO-2 and any Distribution
Date through the Distribution Date in December 2005, the Notional Amount of each
Component shall be an amount equal to the lesser of (a) the amount listed in the
notional schedule for the related Component below and (b) the aggregate
Principal Balance of the Group I Mortgage Loans or the Group II Mortgage Loans,
as applicable, before the application of any principal payments for the related
Due Date. With respect to each of Component A-IO-1 and Component A-IO-2 and any
Distribution Date after the December 2005 Distribution Date, zero.

                                       14

<PAGE>

<TABLE>
<CAPTION>
                                       MAXIMUM                    MAXIMUM
                                   COMPONENT A-IO-1           COMPONENT A-IO-2           MAXIMUM CLASS A-IO
DISTRIBUTION DATE IN:              NOTIONAL AMOUNT             NOTIONAL AMOUNT            NOTIONAL AMOUNT
---------------------              ----------------           ----------------           ------------------
<S>                                <C>                        <C>                        <C>
   July 2003                       $230,361,000.00             $66,328,000.00             $296,689,000.00
   August 2003                      213,204,000.00              61,408,000.00              274,612,000.00
   September 2003                   197,323,000.00              56,853,000.00              254,176,000.00
   October 2003                     182,623,000.00              52,635,000.00              235,258,000.00
   November 2003                    169,017,000.00              48,730,000.00              217,747,000.00
   December 2003                    156,424,000.00              45,114,000.00              201,538,000.00
   January 2004                     144,767,000.00              41,766,000.00              186,533,000.00
   February 2004                    133,978,000.00              38,667,000.00              172,645,000.00
   March 2004                       123,993,000.00              35,797,000.00              159,790,000.00
   April 2004                       114,750,000.00              33,140,000.00              147,890,000.00
   May 2004                         106,196,000.00              30,680,000.00              136,876,000.00
   June 2004                         98,278,000.00              28,403,000.00              126,681,000.00
   July 2004                         90,950,000.00              26,294,000.00              117,244,000.00
   August 2004                       84,168,000.00              24,341,000.00              108,509,000.00
   September 2004                    77,890,000.00              22,534,000.00              100,424,000.00
   October 2004                      72,080,000.00              20,860,000.00               92,940,000.00
   November 2004                     66,703,000.00              19,311,000.00               86,014,000.00
   December 2004                     61,727,000.00              17,876,000.00               79,603,000.00
   January 2005                      57,121,000.00              16,548,000.00               73,669,000.00
   February 2005                     52,859,000.00              15,319,000.00               68,178,000.00
   March 2005                        48,914,000.00              14,180,000.00               63,094,000.00
   April 2005                        45,263,000.00              13,126,000.00               58,389,000.00
   May 2005                          41,884,000.00              12,151,000.00               54,035,000.00
   June 2005                         38,757,000.00              11,247,000.00               50,004,000.00
   July 2005                         35,863,000.00              10,411,000.00               46,274,000.00
   August 2005                       33,185,000.00               9,637,000.00               42,822,000.00
   September 2005                    30,707,000.00               8,920,000.00               39,627,000.00
   October 2005                      28,413,000.00               8,257,000.00               36,670,000.00
   November 2005                     26,290,000.00               7,643,000.00               33,933,000.00
   December 2005                     24,326,000.00               7,074,000.00               31,400,000.00
</TABLE>

         "Class A-IO Pass-Through Rate": For each Distribution Date (i) on or
prior to the Distribution Date in December 2005, 3.00% per annum on each
Component of the Class A-IO Certificates, subject, in the case of the Component
A-IO-2, to a cap equal to the Group II Net Rate and (ii) after the Distribution
Date in December 2005, 0%.

         "Class AV-1 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.340% per annum, and (ii) following the
Optional Termination Date, 0.680% per annum.

         "Class AV-1 Pass-Through Rate": For each Distribution Date, the least
of (i) LIBOR as of the related LIBOR Determination Date, plus the Class AV-1
Certificate Margin, (ii) the Group II Cap and (iii) the Maximum Rate Cap.

         "Class A Certificate": Any one of the Certificates with an "A"
designated on the face thereof substantially in the form annexed hereto as
Exhibits A-1, A-2 and A-3, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar, representing the right
to distributions as set forth herein and therein.

                                       15

<PAGE>

         "Class A Certificateholders": Collectively, the Holders of the Class A
Certificates.

         "Class A Interest Carry Forward Amount": For any Distribution Date, the
sum of the Interest Carry Forward Amounts for the Class A Certificates for such
Distribution Date.

         "Class A Principal Distribution Amount": As of any Distribution Date
(a) prior to the Stepdown Date or with respect to which a Trigger Event is in
effect, the Principal Distribution Amount and (b) on or after the Stepdown Date
and as long as a Trigger Event is not in effect, the excess of (x) the sum of
the Certificate Principal Balances of the Class A Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 68.50%
and (ii) the Pool Balance as of the last day of the related Collection Period
and (B) the Pool Balance as of the last day of the related Collection Period
minus the product of 0.50% and the Pool Balance on the Cut-off Date.

         "Class B Certificate": Any one of the Certificates with a "B"
designated on the face thereof substantially in the form annexed hereto as
Exhibit B-1, Exhibit B-2 and Exhibit B-3, executed by the Trustee on behalf of
the Trust and authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and therein.

         "Class B Certificateholders": Collectively, the Holders of the Class B
Certificates.

         "Class B-1 Applied Realized Loss Amount": As to the Class B-1
Certificates and as of any Distribution Date, the lesser of (x) the Certificate
Principal Balance thereof (after taking into account the distribution of the
Principal Distribution Amount on such Distribution Date, but prior to the
application of the Class B-1 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the Class B-2 Applied Realized Loss Amount
and the Class B-3 Applied Realized Loss Amount, in each case as of such
Distribution Date.

         "Class B-1 Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 5.553% per annum, and (ii) following the
Optional Termination Date, 6.053% per annum, subject in either case to a cap
equal to the Subordinate Rate Cap.

         "Class B-1 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the Class
A Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
payment of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal Distribution
Amount on such Distribution Date), and (iv) the Certificate Principal Balance of
the Class B-1 Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 93.50% and (ii) the Pool Balance as of the
last day of the related Collection Period and (B) the Pool Balance as of the
last day of the related Collection Period minus the product of 0.50% and the
Pool Balance on the Cut-off Date.

         "Class B-1 Realized Loss Amortization Amount": As to the Class B-1
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class B-1

                                       16

<PAGE>

Certificates as of such Distribution Date and (y) the excess of (i) the Monthly
Excess Cashflow Amount over (ii) the sum of the amounts described in Section
4.02(b)(i) through (xi) hereof, in each case for such Distribution Date.

         "Class B-2 Applied Realized Loss Amount": As to the Class B-2
Certificates and as of any Distribution Date, the lesser of (x) the Certificate
Principal Balance thereof (after taking into account the distribution of the
Principal Distribution Amount on such Distribution Date, but prior to the
application of the Class B-2 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the Class B-3 Applied Realized Loss Amount
as of such Distribution Date.

         "Class B-2 Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 6.385% per annum, and (ii) following the
Optional Termination Date, 6.885% per annum, subject in either case to a cap
equal to the Subordinate Rate Cap.

         "Class B-2 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the Class
A Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
payment of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal Distribution
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class B-1 Certificates (after taking into account the payment of the Class B-1
Principal Distribution Amount on such Distribution Date) and (v) the Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 96.00% and (ii)
the Pool Balance as of the last day of the related Collection Period and (B) the
Pool Balance as of the last day of the related Collection Period minus the
product of 0.50% and the Pool Balance on the Cut-off Date.

         "Class B-2 Realized Loss Amortization Amount": As to the Class B-2
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class B-2 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xiv) hereof, in each
case for such Distribution Date.

         "Class B-3 Applied Realized Loss Amount": As to the Class B-3
Certificates and as of any Distribution Date, the lesser of (x) the Certificate
Principal Balance thereof (after taking into account the distribution of the
Principal Distribution Amount on such Distribution Date, but prior to the
application of the Class B-3 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the Applied Realized Loss Amount as of such
Distribution Date.

         "Class B-3 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 4.000% per annum, and (ii) following the
Optional Termination Date, 6.000% per annum.

                                       17

<PAGE>

         "Class B-3 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the Class
A Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
payment of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal Distribution
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class B-1 Certificates (after taking into account the payment of the Class B-1
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class B-2 Certificates (after taking into account the
payment of the Class B-2 Principal Distribution Amount on such Distribution
Date) and (vi) the Certificate Principal Balance of the Class B-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 98.00% and (ii) the Pool Balance as of the last day of the
related Collection Period and (B) the Pool Balance as of the last day of the
related Collection Period minus the product of 0.50% and the Pool Balance on the
Cut-off Date.

         "Class B-3 Pass-Through Rate": For each Distribution Date, LIBOR as of
the related LIBOR Determination Date, plus the Class B-3 Certificate Margin,
subject to a cap equal to the Subordinate Rate Cap.

         "Class B-3 Realized Loss Amortization Amount": As to the Class B-3
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class B-3 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xvii) hereof, in each
case for such Distribution Date.

         "Class M Certificate": Any one of the Certificates with an "M"
designated on the face thereof substantially in the form annexed hereto as
Exhibit C-2 and Exhibit C-3, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar, representing the right
to distributions as set forth herein and therein.

         "Class M Certificateholders": Collectively, the Holders of the Class M
Certificates.

         "Class M-1 Applied Realized Loss Amount": As to the Class M-1
Certificates and as of any Distribution Date, the lesser of (x) the Certificate
Principal Balance thereof (after taking into account the distribution of the
Principal Distribution Amount on such Distribution Date, but prior to the
application of the Class M-1 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the sum of the Class M-2 Applied Realized
Loss Amount, the Class B-1 Applied Realized Loss Amount, the Class B-2 Applied
Realized Loss Amount and the Class B-3 Applied Realized Loss Amount, in each
case as of such Distribution Date.

         "Class M-1 Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 4.271% per annum, and (ii) following the
Optional Termination Date, 4.771% per annum, subject to a cap equal to the
Subordinate Rate Cap.

                                       18

<PAGE>

         "Class M-1 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the Certificate Principal Balances of the Class
A Certificates (after taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date) and (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 78.50% and (ii)
the Pool Balance as of the last day of the related Collection Period and (B) the
Pool Balance as of the last day of the related Collection Period minus the
product of 0.50% and the Pool Balance on the Cut-off Date.

         "Class M-1 Realized Loss Amortization Amount": As to the Class M-1
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-1 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (v) hereof, in each case
for such Distribution Date.

         "Class M-2 Applied Realized Loss Amount": As to the Class M-2
Certificates and as of any Distribution Date, the lesser of (x) the Certificate
Principal Balance thereof (after taking into account the distribution of the
Principal Distribution Amount on such Distribution Date, but prior to the
application of the Class M-2 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the related Applied Realized Loss
Amount as of such Distribution Date over (ii) the sum of the Class B-1 Applied
Realized Loss Amount, the Class B-2 Applied Realized Loss Amount and the Class
B-3 Applied Realized Loss Amount, in each case as of such Distribution Date.

         "Class M-2 Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 4.562% per annum, and (ii) following the
Optional Termination Date, 5.062% per annum, subject in either case to a cap
equal to the Subordinate Rate Cap.

         "Class M-2 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances
of the Class A Certificates (after taking into account the payment of the Class
A Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
payment of the Class M-1 Principal Distribution Amount on such Distribution
Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 88.50% and (ii) the Pool Balance as of the last day of the
related Collection Period and (B) the Pool Balance as of the last day of the
related Collection Period minus the product of 0.50% and the Pool Balance on the
Cut-off Date.

         "Class M-2 Realized Loss Amortization Amount": As to the Class M-2
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-2 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (viii) hereof, in each
case for such Distribution Date.

         "Class N Certificate": Any one of the Certificates with an "N"
designated on the face thereof substantially in the form annexed hereto as
Exhibit C-5, executed by the Trustee on

                                       19

<PAGE>

behalf of the Trust and authenticated and delivered by the Certificate
Registrar, representing the right to distributions as set forth herein and
therein.

         "Class N Notional Amount": As of any date, the Notional Amount of the
Class N Certificates.

         "Class R Certificate": The Class R Certificate executed by the Trustee
on behalf of the Trust, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit C-1-1 and
evidencing the ownership of the Residual Interest in each of REMIC 1, REMIC 2,
REMIC 3 and REMIC 4. The Class R Certificate represents the ownership of the
Class R-1 Interest, Class R-2 Interest, Class R-3 Interest and Class R-4
Interest.

         "Class R Excess Interest Amount": For any Distribution Date, .01% of
the Monthly Excess Interest Amount for such Distribution Date.

         "Class R Excess Interest Carryforward Amount": For any Distribution
Date, the excess of the Class R Excess Interest Amount for all prior
Distribution Dates over all amounts previously distributed to the Class R
Certificates in respect of Class R Excess Interest Amounts or Class R Excess
Interest Carryforward Amounts.

         "Class R-1 Interest":  The uncertificated residual interest in REMIC 1.

         "Class R-2 Interest":  The uncertificated residual interest in REMIC 2.

         "Class R-3 Interest":  The uncertificated residual interest in REMIC 3.

         "Class R-4 Interest":  The uncertificated residual interest in REMIC 4.

         "Class R-5 Interest":  The uncertificated residual interest in REMIC 5.

         "Class R-6 Interest":  The uncertificated residual interest in REMIC 6.

         "Class R-7 Interest":  The uncertificated residual interest in REMIC 7.

         "Class R-8 Interest":  The uncertificated residual interest in REMIC 8.

         "Class R-X Certificate": The Class R-X Certificate executed by the
Trustee on behalf of the Trust, and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit C-1-2
and evidencing the ownership of the Residual Interest in each of REMIC 5, REMIC
6, REMIC 7 and REMIC 8. The Class R-X Certificate represents the ownership of
the Class R-5 Interest, Class R-6 Interest, Class R-7 Interest and Class R-8
Interest.

         "Class X": Any one of the Class X Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit C-4, executed
by the Trustee on behalf of the Trust and authenticated and delivered by the
Certificate Registrar, representing the right to distributions as set forth
herein and therein.

                                       20

<PAGE>

         "Class X/N Interest": An uncertificated interest in the Trust held by
the Trustee on behalf of the holders of the Class X and Class N Certificates,
representing ownership of the REMIC 5 Class X/N Interest, and which is entitled
to all distributions in respect of the REMIC 5 X/N Interest less the amount of
any Carryover Amounts paid pursuant to Section 4.02(b)(xxi) or (xxii).

         "Class X Distributable Amount": With respect to any Distribution Date,
the excess of (i) the aggregate of amounts distributable on the Class X/N
Interest for such Distribution Date, over (ii) the aggregate of amounts
distributable to the Class N Certificates pursuant to Section 4.02(b).

         "Closing Date":  June 27, 2003.

         "Code": The Internal Revenue Code of 1986, as it may be amended from
time to time.

         "Collection Account": The account or accounts created and maintained by
the Servicer pursuant to Section 3.04, which shall be entitled "Collection
Account, Litton Loan Servicing LP, as Servicer for the Trust under the Pooling
and Servicing Agreement dated as of June 1, 2003 among Merrill Lynch Mortgage
Investors, Inc., as Depositor, Credit-Based Asset Servicing and Securitization
LLC, as Seller, Litton Loan Servicing LP, as Servicer, and U.S. Bank National
Association, as Trustee, in trust for registered Holders of 2003-CB3 Trust,
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB3," and which must
be an Eligible Account.

         "Collection Period": With respect to any Distribution Date, the period
from the second day of the calendar month preceding the month in which such
Distribution Date occurs through the first day of the month in which such
Distribution Date occurs.

         "Combined Loan-to-Value Ratio": As of any date and Mortgage Loan, the
fraction, expressed as a percentage, the numerator of which is the Principal
Balance of the Mortgage Loan as of the Cut-off Date plus the principal balance
of any related senior mortgage loan, if any, at origination of the Mortgage Loan
and the denominator of which is the Value of the related Mortgaged Property.

         "Compensating Interest":  As defined in Section 3.23 hereof.

         "Component A-IO-1": An interest-only component represented by the Class
A-IO Certificates bearing interest at the rate specified in the definition of
"Class A-IO Pass Through Rate" on the notional amount specified in the
definition of "Component A-IO-1 Notional Amount."

         "Component A-IO-2": An interest-only component represented by the Class
A-IO Certificates bearing interest at the rate specified in the definition of
"Class A-IO Pass Through Rate" on the notional amount specified in the
definition of "Component A-IO-2 Notional Amount."

         "Component A-IO-1 Notional Amount": With respect to any Distribution
Date through the Distribution Date in December 2005, an amount equal to the
lesser of (a) the amount listed in the notional schedule for Component A-IO-1
specified in the definition of "Class A-IO Notional Amount" and (b) the
aggregate Principal Balance of the Group I Mortgage Loans, before the

                                       21

<PAGE>

application of any principal payments for the related Due Date. With respect to
each of the Distribution Dates after the December 2005 Distribution Date, zero.

         "Component A-IO-2 Notional Amount": With respect to any Distribution
Date through the Distribution Date in December 2005, an amount equal to the
lesser of (a) the amount listed in the notional schedule for Component A-IO-2
specified in the definition of "Class A-IO Notional Amount" and (b) the
aggregate Principal Balance of the Group II Mortgage Loans, before the
application of any principal payments for the related Due Date. With respect to
each of the Distribution Dates after the December 2005 Distribution Date, zero.

         "Condemnation Proceeds": All awards or settlements in respect of a
taking of a Mortgaged Property by exercise of the power of eminent domain or
condemnation.

         "Conventional Mortgage Loan": Any Mortgage Loan that is neither an FHA
Loan nor a VA Loan.

         "Corporate Trust Office": With respect to the Trustee, the principal
corporate trust office of the Trustee at which at any particular time its
corporate trust business in connection with this Agreement shall be
administered, which office at the date of the execution of this instrument is
located at 180 East Fifth Street, St. Paul, Minnesota 55101, Attention:
Corporate Trust, or at such other address as the Trustee may designate from time
to time by notice to the Certificateholders, the Depositor, the Servicer and the
Seller.

         "Corresponding Cap Carryover Certificate" and "Corresponding REMIC 4
Regular Interest": For any REMIC 4 Regular Interest set forth below, the
corresponding Cap Carryover Certificate set forth below, and for any Cap
Carryover Certificate set forth below, the corresponding REMIC 4 Regular
Interest set forth below:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
Corresponding Cap Carryover Certificate          Corresponding REMIC 4 Regular Interest
---------------------------------------------------------------------------------------
<S>                                              <C>
         Class AV-1 Certificate                           REMIC 4 AV-1 Interest
---------------------------------------------------------------------------------------
         Class M-1 Certificate                            REMIC 4 M-1 Interest
---------------------------------------------------------------------------------------
         Class M-2 Certificate                            REMIC 4 M-2 Interest
---------------------------------------------------------------------------------------
         Class B-1 Certificate                            REMIC 4 B-1 Interest
---------------------------------------------------------------------------------------
         Class B-2 Certificate                            REMIC 4 B-2 Interest
---------------------------------------------------------------------------------------
         Class B-3 Certificate                            REMIC 4 B-3 Interest
---------------------------------------------------------------------------------------
</TABLE>

         "Custodial Agreement": The Custodial Agreement, dated as of June 1,
2003, among the Trustee, the Servicer and the Custodian, as the same may be
amended or supplemented pursuant to the terms thereof.

                                       22

<PAGE>

         "Custodian": The Bank of New York, a New York banking corporation, or
any successor custodian appointed pursuant to the terms of the Custodial
Agreement.

         "Cut-off Date":  June 1, 2003.

         "Cut-off Date Principal Balance": With respect to any Mortgage Loan,
the unpaid principal balance thereof as of the Cut-off Date after application of
funds received or advanced on or before such date (or as of the applicable date
of substitution with respect to an Eligible Substitute Mortgage Loan).

         "Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction resulting from a Deficient Valuation.

         "Defective Mortgage Loan": A Mortgage Loan replaced or to be replaced
by one or more Eligible Substitute Mortgage Loans.

         "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 principal balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the Bankruptcy Code.

         "Definitive Certificates":  As defined in Section 5.02(c) hereof.

         "Delinquent": Any Mortgage Loan with respect to which the Monthly
Payment and/or any Escrow Payment due on a Due Date is not made by the close of
business on the next scheduled Due Date for such Mortgage Loan or any Mortgage
Loan with respect to which any Servicing Advances made on or before the Cut-off
Date has not been reimbursed by the related Mortgagor.

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

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

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

         "Determination Date": With respect to any Distribution Date, the 10th
day of the calendar month in which such Distribution Date occurs or, if such
10th day is not a Business Day, the Business Day immediately preceding such 10th
day.

                                       23

<PAGE>

         "Directly Operate": With respect to any REO Property, the furnishing or
rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale to
customers, the performance of any construction work thereon or any use of such
REO Property in a trade or business conducted by the Trust other than through an
Independent Contractor; provided, however, that the Trustee (or the Servicer
under this Agreement) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Servicer under this Agreement)
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance, or makes decisions as to repairs or capital
expenditures with respect to such REO Property.

         "Disqualified Non-U.S. Person": With respect to a Residual Certificate,
any (A) non-U.S. Person or agent thereof or (B) U.S. Person with respect to whom
income from a Residual Certificate is attributable to a foreign permanent
establishment or fixed base, within the meaning of an applicable income tax
treaty, of such Person or any other U.S. Person.

         "Disqualified Organization": A "disqualified organization" under
Section 860E of the Code, which as of the Closing Date is any of: (i) the United
States, any state or political subdivision thereof, any possession of the United
States, any foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (ii) any organization (other than a
cooperative described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code unless such organization is subject to the tax
imposed by Section 511 of the Code, (iii) any organization described in Section
1381(a)(2)(C) of the Code, or (iv) any other Person so designated by the Trustee
based upon an Opinion of Counsel provided by nationally recognized counsel to
the Trustee that the holding of an ownership interest in a Residual Certificate
by such Person may cause the Trust Fund or any Person having an ownership
interest in any Class of Certificates (other than such Person) to incur
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the transfer of an ownership interest in a Residual Certificate
to such Person. A corporation will not be treated as an instrumentality of the
United States or of any state or political subdivision thereof if all of its
activities are subject to tax and a majority of its board of directors is not
selected by a governmental unit. The term "United States," "state" and
"international organization" shall have the meanings set forth in Section 7701
of the Code.

         "Distribution Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.04(b) which shall be entitled
"Distribution Account, U.S. Bank National Association, as Trustee, in trust for
the registered Holders of 2003-CB3 Trust, C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2003-CB3" and which must be an Eligible Account.

         "Distribution Date": The 25th day of any calendar month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day, commencing in July 2003.

         "Due Date": With respect to each Mortgage Loan and any Distribution
Date, the day of the calendar month in which such Distribution Date occurs on
which the Monthly Payment for such Mortgage Loan was due, exclusive of any grace
period.

                                       24

<PAGE>

         "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 short-term unsecured debt obligations of such holding company) are
rated "A-1" (or the equivalent) by each of the Rating Agencies at the time any
amounts are held on deposit therein, (ii) an account or accounts the deposits in
which are fully insured by the FDIC (to the limits established by such
corporation), the uninsured deposits in which account are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each
Rating Agency, the Certificateholders will have a claim with respect to the
funds in such account or a perfected first priority security interest against
such collateral (which shall be limited to Permitted Investments) securing such
funds that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained, (iii) a trust
account or accounts maintained with the trust department of a federal or state
chartered depository institution, national banking association or trust company
acting in its fiduciary capacity or (iv) an account otherwise acceptable to each
Rating Agency without reduction or withdrawal of their then current ratings of
the Certificates as evidenced by a letter from each Rating Agency to the
Trustee. Eligible Accounts may bear interest.

         "Eligible Substitute Mortgage Loan": A mortgage loan substituted for a
Defective Mortgage Loan pursuant to the terms of this Agreement which must, on
the date of such substitution, (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of, and not more than 5% less
than, the outstanding principal balance of the Defective Mortgage Loan as of the
Due Date in the calendar month during which the substitution occurs, (ii) have a
Mortgage Interest Rate, with respect to a Group I Mortgage Loan, not less than
the Mortgage Interest Rate of the Defective Mortgage Loan and not more than 1%
in excess of the Mortgage Interest Rate of such Defective Mortgage Loan, (iii)
if a Group II Mortgage Loan, have a Maximum Loan Rate not less than the Maximum
Loan Rate for the Defective Mortgage Loan, (iv) if a Group II Mortgage Loan,
have a Minimum Loan Rate not less than the Minimum Loan Rate of the Defective
Mortgage Loan, (v) if a Group II Mortgage Loan, have a Gross Margin equal to or
greater than the Gross Margin of the Defective Mortgage Loan, (vi) if a Group II
Mortgage Loan, have the same Index as the Defective Mortgage Loan, (vii) if a
Group II Mortgage Loan, have a next Adjustment Date not more than two months
later than the next Adjustment Date on the Defective Mortgage Loan, except in
the case of any Mortgage Loan which has an Arrearage due to the application of
any related forbearance plan with respect to such Mortgage Loan, an Eligible
Substitute Mortgage Loan must have all Adjustment Dates occurring during the
same Interest Accrual Period during which Adjustment Dates occur with respect to
the substituted Mortgage Loan, (viii) have a remaining term to maturity not
greater than (and not more than one year less than) that of the Defective
Mortgage Loan, (ix) be current as of the date of substitution, (x) have a
Combined Loan-to-Value Ratio as of the date of substitution equal to or lower
than the Combined Loan-to-Value Ratio of the Defective Mortgage Loan as of such
date, (xi) have a risk grading determined by the Seller at least equal to the
risk grading assigned on the Defective Mortgage Loan, (xii) have been
reunderwritten by the Seller in accordance with the same underwriting criteria
and guidelines as the Defective Mortgage Loan, (xiii) have the same Due Date as
the Defective Mortgage Loan and (xiv) conform to each representation and
warranty set forth in Section 2.04 hereof applicable to the Defective Mortgage
Loan. In the event that one or more mortgage loans are substituted for one or
more Defective

                                       25

<PAGE>

Mortgage Loans, the amounts described in clause (i) hereof shall be determined
on the basis of aggregate principal balances, the Mortgage Interest Rates
described in clause (ii) hereof shall be determined on the basis of weighted
average Mortgage Interest Rates, the risk gradings described in clause (xi)
hereof shall be satisfied as to each such mortgage loan, the terms described in
clause (viii) hereof shall be determined on the basis of weighted average
remaining term to maturity, the Combined Loan-to-Value Ratios described in
clause (x) hereof shall be satisfied as to each such mortgage loan and, except
to the extent otherwise provided in this sentence, the representations and
warranties described in clause (xiv) hereof must be satisfied as to each
Eligible Substitute Mortgage Loan or in the aggregate, as the case may be.

         "ERISA": The Employee Retirement Income Security Act of 1974, as
amended.

         "ERISA-Restricted Certificates": Any of the Class M-1, Class M-2, Class
B-1, Class B-2, Class B-3, Class N, Class X, Class R and Class R-X Certificates.

         "Escrow Account": The account or accounts created and maintained
pursuant to Section 3.06.

         "Escrow Payments": The amounts constituting ground rents, taxes,
assessments, water rates, mortgage insurance premiums, fire and hazard insurance
premiums and other payments required to be escrowed by the Mortgagor with the
mortgagee pursuant to any Mortgage Loan.

         "Estate in Real Property": A fee simple estate in a parcel of real
property.

         "Expense Fee Rate": The sum of (i) the Trustee Fee Rate and (ii) the
Servicing Fee Rate.

         "Extended Period":  As defined in Section 9.04(b).

         "Extra Principal Distribution Amount": As of any Distribution Date, the
lesser of (x) 99.99% of the Monthly Excess Interest Amount for such Distribution
Date and (y) the Overcollateralization Deficiency for such Distribution Date.

         "FDIC": Federal Deposit Insurance Corporation or any successor thereto.

         "FHA": The Federal Housing Administration, an agency within HUD.

         "FHA Approved Mortgagee": Those institutions which are approved by FHA
to act as servicer and mortgagee of record pursuant to FHA Regulations.

         "FHA Insurance Contract" or "FHA Insurance": The contractual obligation
of FHA respecting the insurance of an FHA Loan pursuant to the National Housing
Act, as amended.

         "FHA Loan": A Mortgage Loan which is the subject of an FHA Insurance
Contract as evidenced by a Mortgage Insurance Certificate.

         "FHA Regulations": Regulations promulgated by HUD under the National
Housing Act, codified in 24 Code of Federal Regulations, and other HUD issuances
relating to FHA Loans, including the related handbooks, circulars, notices and
mortgagee letters.

                                       26

<PAGE>

         "Fidelity Bond": Shall have the meaning assigned thereto in Section
3.12.

         "Final Recovery Determination": With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Seller or the Servicer pursuant to or as contemplated by Section 2.03 or
10.01), a determination made by the Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries which the Servicer, in its
reasonable good faith judgment, expects to be finally recoverable in respect
thereof have been so recovered. The Servicer shall maintain records, prepared by
a Servicing Officer, of each Final Recovery Determination made thereby.

         "Fitch": Fitch Ratings and its successors, and if such company shall
for any reason no longer perform the functions of a securities rating agency,
"Fitch" shall be deemed to refer to any other "nationally recognized statistical
rating organization" as set forth on the most current list of such organizations
released by the Securities and Exchange Commission.

         "Foreclosure Price": The amount reasonably expected to be received from
the sale of the related Mortgaged Property net of any expenses associated with
foreclosure proceedings.

         "Grantor Trust": That portion of the Trust exclusive of REMIC 1, REMIC
2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, REMIC 7 and REMIC 8 which holds (a) the
REMIC 5 X/N Interest, (b) the right of the Cap Carryover Certificates to receive
Carryover Amounts and (c) the obligation of the Class X/N Interest to pay such
Carryover Amounts.

         "Gross Margin": With respect to each Group II Mortgage Loan, the fixed
percentage, if any, set forth in the related Mortgage Note that is added to the
Index on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Interest Rate for such Mortgage
Loan.

         "Group I Cap": With respect to any Distribution Date, a per annum rate
equal to 12 times the quotient of (x) the total scheduled interest on the Group
I Mortgage Loans for the related Interest Accrual Period at their Net Mortgage
Interest Rates, net of the interest on the Component A-IO-1 and (y) the
aggregate principal balance of the Group I Mortgage Loans.

         "Group I Group Subordinate Amount": the excess of the aggregate
principal amount of the Group I Mortgage Loans over the aggregate principal
amount of the Class AF-1 Certificates.

         "Group I Interest Remittance Amount": As of any Determination Date, the
sum, without duplication, of (i) all interest collected or advanced with respect
to Monthly Payments due during the related Collection Period on the Group I
Mortgage Loans (less the Servicing Fee, amounts available for reimbursement of
Advances and Servicing Advances pursuant to Section 3.05 and expenses
reimbursable pursuant to Section 6.03), (ii) the portion of any full or partial
Principal Prepayment related to interest with respect to a Group I Mortgage Loan
received during the related Prepayment Period, (iii) all Compensating Interest
paid by the Servicer on such Determination Date with respect to the Group I
Mortgage Loans, (iv) the portion of any payment in connection with any Purchase
Price, Net Liquidation Proceeds or Insurance Proceeds relating to interest with
respect to the Group I Mortgage Loans received during the related Prepayment
Period, (v) the portion of any Substitution Adjustment Amount relating to
interest with respect to the Group I Mortgage Loans received on or prior to such
Determination Date and not yet

                                       27

<PAGE>

distributed, (vi) with respect to the related Distribution Date on which the
Trust is to be terminated in accordance with the Section 10.01 hereof, that
portion of the Termination Price with respect to the Group I Mortgage Loans in
respect of interest and (vii) the portion of any Reimbursement Amount related to
the Group I Mortgage Loans received during the related Prepayment Period.

         "Group I Mortgage Loan": A Mortgage Loan in Loan Group I.

         "Group I Net Rate": With respect to any Distribution Date, a per annum
rate equal to 12 times the quotient of (x) the total scheduled interest on the
Group I Mortgage Loans for the related Interest Accrual Period at their Net
Mortgage Interest Rates and (y) the aggregate principal balance of the Group I
Mortgage Loans.

         "Group I Principal Distribution Amount": As of any Distribution Date,
the product of the Group I Principal Allocation Percentage and the Class A
Principal Distribution Amount.

         "Group I Principal Allocation Percentage": As of any Distribution Date,
a fraction expressed as a percentage, the numerator of which is the Principal
Remittance Amount allocable to the Group I Mortgage Loans of the related
Collection Period and the denominator of which is equal to the Principal
Remittance Amount for such Distribution Date.

         "Group Subordinate Amount": In the case of Loan Group I, the Group I
Group Subordinate Amount, and, in the case of Loan Group II, the Group II Group
Subordinate Amount.

         "Group II Cap": With respect to any Distribution Date, a per annum rate
(subject to adjustment based on the actual number of days elapsed in the related
Interest Accrual Period) equal to 12 times the quotient of (x) the total
scheduled interest on the Group II Mortgage Loans for the related Interest
Accrual Period at the Net Mortgage Interest Rates, net of the interest on the
Component A-IO-2 and (y) the aggregate principal balance of the Group II
Mortgage Loans.

         "Group II Group Subordinate Amount": the excess of the aggregate
principal amount of the Group II Mortgage Loans over the aggregate principal
amount of the Class AV-1 Certificates.

         "Group II Interest Remittance Amount": As of any Determination Date,
the sum, without duplication, of (i) all interest collected or advanced with
respect to Monthly Payments due during the related Collection Period on the
Group II Mortgage Loans (less the Servicing Fee, amounts available for
reimbursement of Advances and Servicing Advances pursuant to Section 3.05 and
expenses reimbursable pursuant to Section 6.03), (ii) the portion of any full or
partial Principal Prepayment related to interest with respect to a Group II
Mortgage Loan received during the related Prepayment Period, (iii) all
Compensating Interest paid by the Servicer on such Determination Date with
respect to the Group II Mortgage Loans, (iv) the portion of any payment in
connection with any Purchase Price, Net Liquidation Proceeds or Insurance
Proceeds relating to interest with respect to the Group II Mortgage Loans
received during the related Prepayment Period, (v) the portion of any
Substitution Adjustment Amount relating to interest with respect to the Group II
Mortgage Loans received on or prior to such Determination Date and not yet
distributed, (vi) with respect to the related Distribution Date on which the
Trust is to

                                       28

<PAGE>

be terminated in accordance with Section 10.01 hereof, that portion of the
Termination Price with respect to the Group II Mortgage Loans in respect of
interest and (vii) the portion of any Reimbursement Amount related to the Group
II Mortgage Loans received during the related Prepayment Period.

         "Group II Mortgage Loan":  A Mortgage Loan in Loan Group II.

         "Group II Net Rate": With respect to any Distribution Date, a per annum
rate (subject to adjustment based on the actual number of days elapsed in the
related Interest Accrual Period) equal to 12 times the quotient of (x) the total
scheduled interest on the Group II Mortgage Loans for the related Interest
Accrual Period at their Net Mortgage Interest Rates and (y) the aggregate
principal balance of the Group II Mortgage Loans.

         "Group II Principal Distribution Amount": As of any Distribution Date,
the product of the Group II Principal Allocation Percentage and the Class A
Principal Distribution Amount.

         "Group II Principal Allocation Percentage": As of any Distribution
Date, a fraction expressed as a percentage, the numerator of which is the
Principal Remittance Amount allocable to the Group II Mortgage Loans of the
related Collection Period and the denominator of which is equal to the Principal
Remittance Amount for such Distribution Date.

         "HUD": The United States Department of Housing and Urban Development,
or any successor thereto and including the Federal Housing Commissioner and the
Secretary of Housing and Urban Development where appropriate under the FHA
Regulations.

         "Independent": When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Depositor, the Servicer and their
respective Affiliates, (ii) does not have any direct financial interest in or
any material indirect financial interest in the Depositor or the Servicer or any
Affiliate thereof, and (iii) is not connected with the Depositor or the Servicer
or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of the Depositor or the
Servicer or any Affiliate thereof merely because such Person is the beneficial
owner of 1% or less of any Class of securities issued by the Depositor or the
Servicer or any Affiliate thereof, as the case may be.

         "Independent Contractor": Either (i) any Person (other than the
Servicer) that would be an "independent contractor" with respect to the Trust
Fund within the meaning of Section 856(d)(3) of the Code if the Trust Fund were
a real estate investment trust (except that the ownership tests set forth in
that section shall be considered to be met by any Person that owns, directly or
indirectly, 35 percent or more of any Class of Certificates), so long as the
Trust Fund does not receive or derive any income from such Person and provided
that the relationship between such Person and the Trust Fund is at arm's length,
all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any
other Person (including the Servicer) if the Trustee has received an Opinion of
Counsel, which Opinion of Counsel shall be an expense of the Trust Fund, to the
effect that the taking of any action in respect of any REO Property by such
Person, subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor will not cause such REO
Property to cease to qualify as "foreclosure

                                       29

<PAGE>

property" within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a) of
the Code), or cause any income realized in respect of such REO Property to fail
to qualify as Rents from Real Property.

         "Index": With respect to each Group II Mortgage Loan and with respect
to each related Adjustment Date, the index as specified in the related Mortgage
Note.

         "Initial Certificate Principal Balance": With respect to any
Certificate of a Class other than a Class A-IO, Class N, Class X or Residual
Certificate, the amount designated "Initial Certificate Principal Balance" on
the face thereof.

         "Initial Notional Amount": With respect to any Class A-IO or Class N
Certificate, the amount designated "Initial Notional Amount" on the face
thereof.

         "Initial Overcollateralization Amount":  $2,967,267.70

         "Insurance Proceeds": Proceeds of any title policy, hazard policy or
other insurance policy covering a Mortgage Loan, to the extent such proceeds are
not to be applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the procedures that the Servicer
would follow in servicing mortgage loans held for its own account, subject to
the terms and conditions of the related Mortgage Note and Mortgage.

         "Interest Accrual Period": With respect to any Distribution Date and
(i) with respect to the Class AV-1 and the Class B-3 Certificates, the period
from the preceding Distribution Date through the day prior to the current
Distribution Date (or, in the case of the first Distribution Date, the period
from the Closing Date through July 24, 2003), and (ii) with respect to the Class
AF-1, Class M-1, Class M-2, Class B-1, Class B-2, Class N and Class X
Certificates, the calendar month immediately preceding the month in which such
Distribution Date occurs.

         "Interest Carry Forward Amount": For any Class of Certificates (other
than the Class X and Residual Certificates) and any Distribution Date, the sum
of (a) the excess, if any, of the Accrued Certificate Interest and any Interest
Carry Forward Amount for each Class for the prior Distribution Date, over the
amount in respect of interest actually distributed on such Class on such prior
Distribution Date and (b) interest on such excess at the applicable Pass-Through
Rate (x) with respect to the Class AV-1 and Class B-3 Certificates, on the basis
of the actual number of days elapsed on the basis of a 360-day year since the
prior Distribution Date, and (y) with respect to the Class AF-1, A-IO, Class
M-1, Class M-2, Class B-1, Class B-2 and Class N Certificates, on the basis of a
360-day year consisting of twelve 30-day months.

         "Interest Percentage": With respect to any Class of Certificates and
any Distribution Date, the ratio (expressed as a decimal carried to six places)
of the Accrued Certificate Interest for such Class to the sum of the Accrued
Certificate Interest for all Classes of Certificates, in each case with respect
to such Distribution Date.

         "Interest Remittance Amount": As of any Determination Date, the sum of
the Group I Interest Remittance Amount and the Group II Interest Remittance
Amount.

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<PAGE>

         "Late Collections": With respect to any Mortgage Loan, all amounts
received subsequent to the Determination Date immediately following any related
Collection Period, whether as late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late payments or
collections of principal and/or interest due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) but delinquent on a
contractual basis for such Collection Period and not previously recovered.

         "LIBOR": With respect to each Interest Accrual Period, the rate
determined by the Trustee on the related LIBOR Determination Date on the basis
of the offered rate for one-month United States dollar deposits, as such rate
appears on the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR
Determination Date. If no such quotations are available on an LIBOR
Determination Date, LIBOR for the related Interest Accrual Period will be
established by the Trustee as follows:

                  (i)      If on such LIBOR Determination Date two or more
Reference Banks provide quotations as to the rate at which deposits in U.S.
Dollars are offered as of 11:00 a.m. (London time) to prime banks in the London
interbank market for a period of one month in amounts approximately equal to the
aggregate Certificate Principal Balance of the Class AV-1 and Class B-3
Certificates, LIBOR for the related Interest Accrual Period shall be the
arithmetic mean of such offered quotations (rounded upwards if necessary to the
nearest whole multiple of 0.001%);

                  (ii)     If on such LIBOR Determination Date fewer than two
Reference Banks provide such offered quotations, LIBOR for the related Interest
Accrual Period shall be the arithmetic mean of the rates quoted by one or more
major banks in New York City, selected by the Trustee after consultation with
the Depositor, as of 11:00 a.m., New York City time, on such date for loans in
U.S. Dollars to leading European banks for a period of one month in amounts
approximately equal to the aggregate Certificate Principal Balance of the Class
AV-1 and Class B-3 Certificates; and

                  (iii)    If no such quotations can be obtained, LIBOR for the
related Interest Accrual Period shall be LIBOR for the prior Distribution Date.

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

         "LIBOR Determination Date": With respect to the Offered Certificates
(other than the Class AF-1, Class A-IO, Class M-1, Class M-2, Class B-1 and
Class B-2 Certificates), (i) for the first Distribution Date, the second LIBOR
Business Day preceding the Closing Date and (ii) for each subsequent
Distribution Date, the second LIBOR Business Day prior to the immediately
preceding Distribution Date.

         "Liquidated Mortgage Loan": As to any Distribution Date, any Mortgage
Loan in respect of which the Servicer has determined, in accordance with the
servicing procedures specified herein, as of the end of the related Prepayment
Period, that all Liquidation Proceeds and Insurance Proceeds which it expects to
recover with respect to the liquidation of the Mortgage Loan or disposition of
the related REO Property have been recovered.

                                       31

<PAGE>

         "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is
removed from the Trust Fund by reason of its being purchased, sold or replaced
pursuant to or as contemplated by Section 2.03 or Section 10.01. With respect to
any REO Property, either of the following events: (i) a Final Recovery
Determination is made as to such REO Property; or (ii) such REO Property is
removed from the Trust Fund by reason of its being sold or purchased pursuant to
Section 3.13 or Section 10.01.

         "Liquidation Proceeds": The amount (other than amounts received in
respect of the rental of any REO Property prior to REO Disposition) received by
the Servicer in connection with (i) the taking of all or a part of a Mortgaged
Property by exercise of the power of eminent domain or condemnation or (ii) the
liquidation of a defaulted Mortgage Loan by means of a trustee's sale,
foreclosure sale or otherwise.

         "Liquidation Report": The report with respect to a Liquidated Mortgage
Loan in such form and containing such information as is agreed to by the
Servicer and the Trustee.

         "Loan Group": Either Loan Group I or Loan Group II, as the context
requires.

         "Loan Group Balance": Either the Group I Loan Balance or the Group II
Loan Balance, as applicable.

         "Loan Group I": The pool of Mortgage Loans identified in Exhibit D-1 of
the Mortgage Loan Schedule as having been assigned to Loan Group I.

         "Loan Group II": The pool of Mortgage Loans identified in Exhibit D-2
of the Mortgage Loan Schedule as having been assigned to Loan Group II.

         "Loan Guaranty Certificate": The certificate evidencing a VA Guaranty
Agreement.

         "Losses": As defined in Section 9.03.

         "Lost Note Affidavit": With respect to any Mortgage Loan as to which
the original Mortgage Note has been permanently lost or destroyed and has not
been replaced, an affidavit from the Seller certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of the
related Mortgage Note and indemnifying the Trust against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note) in
the form of Exhibit H hereto.

         "Majority Certificateholders": The Holders of Certificates evidencing
at least 51% of the Voting Rights.

         "Majority Class R Certificateholders": The Holders of Class R
Certificates evidencing at least a 51% Percentage Interest in the Class R
Certificates.

         "Marker Interest": Each of the LT3-AF1 Interest, the LT3-AV1 Interest,
the LT3-M1 Interest, the LT3-M2 Interest, the LT3-B1 Interest, the LT3-B2
Interest and the LT3-B3 Interest.

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<PAGE>

         "Maximum Loan Rate": With respect to each Group II Mortgage Loan, the
percentage set forth in the related Mortgage Note as the maximum Mortgage
Interest Rate thereunder.

         "Maximum Rate Cap": With respect to any Distribution Date, a per annum
rate (subject to adjustment based on the actual number of days elapsed in the
related Interest Accrual Period) equal to the 12 times the quotient of (x) the
total scheduled interest that would have accrued on the Group II Mortgage Loans
at their maximum net lifetime mortgage interest rates, net of the interest on
the Component A-IO-2 Certificate and (y) the aggregate principal balance of the
Group II Mortgage Loans.

         "Minimum Loan Rate": With respect to each Group II Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage
Interest Rate thereunder.

         "Monthly Excess Cashflow Amount": The sum of the Monthly Excess
Interest Amount, the Overcollateralization Release Amount and (without
duplication) any portion of the Principal Distribution Amount remaining after
principal distributions on the Offered Certificates.

         "Monthly Excess Interest Amount": With respect to each Distribution
Date, the amount, if any, by which the Interest Remittance Amount for such
Distribution Date exceeds the aggregate amount distributed on such Distribution
Date pursuant to paragraphs (i) through (viii) under Section 4.01.

         "Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest on such Mortgage Loan which is payable
by the related Mortgagor from time to time under the related Mortgage Note,
determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt
Service Reduction with respect to such Mortgage Loan and (ii) any reduction in
the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act or similar state laws; (b) without giving effect to any extension
granted or agreed to by the Servicer pursuant to Section 3.01; and (c) on the
assumption that all other amounts, if any, due under such Mortgage Loan are paid
when due.

         "Moody's": Moody's Investors Service, Inc. and its successors, and if
such company shall for any reason no longer perform the functions of a
securities rating agency, "Moody's" shall be deemed to refer to any other
"nationally recognized statistical rating organization" as set forth on the most
current list of such organizations released by the Securities and Exchange
Commission.

         "Mortgage": The mortgage, deed of trust or other instrument creating a
first or second lien on, or first or second priority security interest in, a
Mortgaged Property securing a Mortgage Note.

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

         "Mortgage Insurance Certificate": The certificate evidencing an FHA
Insurance Contract.

                                       33

<PAGE>

         "Mortgage Interest Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (i) in
the case of each Group I Mortgage Loan shall remain constant at the rate set
forth in the Mortgage Loan Schedule as the Mortgage Interest Rate in effect
immediately following the Cut-off Date and (ii) in the case of each Group II
Mortgage Loan (A) as of any date of determination until the first Adjustment
Date following the Cut-off Date shall be the rate set forth in the Mortgage Loan
Schedule as the Mortgage Interest Rate in effect immediately following the
Cut-off Date and (B) as of any date of determination thereafter shall be the
rate as adjusted on the most recent Adjustment Date, to equal the sum, rounded
to the nearest 0.125% as provided in the Mortgage Note, of the Index, determined
as set forth in the related Mortgage Note, plus the related Gross Margin subject
to the limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination, the
annual rate determined in accordance with the immediately preceding sentence as
of the date such Mortgage Loan became an REO Property.

         "Mortgage Loan": Each mortgage loan transferred and assigned to the
Trustee pursuant to Section 2.01 or Section 2.03(d) as from time to time held as
a part of the Trust Fund, the Mortgage Loans so held being identified in the
Mortgage Loan Schedule and set forth in Exhibits D-1 and D-2 attached hereto.

         "Mortgage Loan Purchase Agreement": The agreement between the Seller
and the Depositor, dated as of June 27, 2003, regarding the transfer of the
Mortgage Loans by the Seller to or at the direction of the Depositor.

         "Mortgage Loan Schedule": As of any date (i) with respect to the
Mortgage Loans, the list of such Mortgage Loans included in the Trust Fund on
such date, separately identifying the Group I Mortgage Loans and the Group II
Mortgage Loans, attached hereto as Exhibits D-1 and D-2. The Mortgage Loan
Schedule shall be prepared by the Seller and shall set forth the following
information with respect to each Mortgage Loan:

(1)      the Seller's Mortgage Loan identifying number;

(2)      the city, state, and zip code of the Mortgaged Property;

(3)      the type of Residential Dwelling constituting the Mortgaged Property or
a designation that the Mortgaged Property is a multi-family property;

(4)      the occupancy status of the Mortgaged Property at origination;

(5)      the original months to maturity;

(6)      the date of origination;

(7)      the first payment date;

(8)      the stated maturity date;

(9)      the stated remaining months to maturity;

                                       34

<PAGE>

(10)     the original principal amount of the Mortgage Loan;

(11)     the Principal Balance of each Mortgage Loan as of the Cut-off Date;

(12)     the Arrearage of the Mortgage Loan as of the Cut-off Date;

(13)     the Mortgage Interest Rate of the Mortgage Loan as of the Cut-off Date;

(14)     the current principal and interest payment of the Mortgage Loan as of
the Cut-off Date;

(15)     the contractual interest paid to date of the Mortgage Loan;

(16)     if the Mortgage Loan is not owner-financed, the Combined Loan-to-Value
Ratio at origination;

(17)     a code indicating the loan performance status of the Mortgage Loan as
of the Cut-off Date;

(18)     a code indicating whether the Mortgage Loan is a Simple Interest
Mortgage Loan or an Actuarial Mortgage Loan;

(19)     a code indicating whether the Mortgaged Property is in bankruptcy or in
its forbearance period as of the Cut-off Date;

(20)     a code indicating whether the Mortgage Loan is conventional, insured by
the FHA or guaranteed by the VA;

(21)     a code indicating the Index that is associated with such Mortgage Loan;

(22)     the Gross Margin;

(23)     the Periodic Rate Cap;

(24)     the Minimum Loan Rate;

(25)     the Maximum Loan Rate;

(26)     a code indicating whether the Mortgage Loan has a prepayment penalty
and the type of prepayment penalty;

(27)     the first Adjustment Date immediately following the Cut-off Date;

(28)     the rate adjustment frequency;

(29)     the payment adjustment frequency;

(30)     a code indicating whether the Mortgage Loan is owner-financed; and

(31)     a code indicating whether the Mortgage Loan is a second lien.

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<PAGE>

         The Mortgage Loan Schedule shall set forth the following information,
as of the Cut-off Date, with respect to the Mortgage Loans in the aggregate, for
each Loan Group: (1) the number of Mortgage Loans; (2) the current Principal
Balance of the Mortgage Loans; (3) the weighted average Mortgage Interest Rate
of the Mortgage Loans; and (4) the weighted average maturity of the Mortgage
Loans. The Mortgage Loan Schedule shall be amended from time to time by the
Seller in accordance with the provisions of this Agreement. With respect to any
Eligible Substitute Mortgage Loan, Cut-off Date shall refer to the related
Cut-off Date for such Mortgage Loan, determined in accordance with the
definition of Cut-off Date herein.

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

         "Mortgage Pool": The pool of Mortgage Loans, identified on Exhibits D-1
and D-2 from time to time, and any REO Properties acquired in respect thereof.

         "Mortgaged Property": The underlying property securing a Mortgage Loan,
including any REO Property, consisting of an Estate in Real Property improved by
a Residential Dwelling or multi-family dwelling.

         "Mortgagor": The obligor on a Mortgage Note.

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

         "Net Mortgage Interest Rate": With respect to any Mortgage Loan, the
Mortgage Interest Rate borne by such Mortgage Loan minus the Expense Fee Rate.

         "New Lease": Any lease of REO Property entered into on behalf of the
Trust, including any lease renewed or extended on behalf of the Trust if the
Trust has the right to renegotiate the terms of such lease.

         "Nonrecoverable Advance": Any Advance or Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property that,
in the good faith business judgment of the Servicer, will not or, in the case of
a proposed Advance or Servicing Advance, would not be ultimately recoverable
from Late Collections on such Mortgage Loan or REO Property as provided herein.

         "Notional Amount": With respect to the Class A-IO Certificates, Class
A-IO Notional Amount. With respect to Component A-IO-1, the Component A-IO-1
Notional Amount. With respect to Component A-IO-2, the Component A-IO-2 Notional
Amount. With respect to the Class N Certificates, an amount equal to the
Original Class N Notional Amount reduced by the aggregate distributions made to
the Class N Certificates pursuant to Section 4.02(b)(xxiii).

         "Offered Certificates": The Class AF-1, Class AV-1, Class A-IO, Class
M-1, Class M-2, Class B-1, Class B-2 and Class B-3 Certificates.

                                       36

<PAGE>

         "Officers' Certificate": A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a vice president
(however denominated), and by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Servicer, the Seller or the
Depositor, as applicable.

         "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be a salaried counsel for the Depositor or the Servicer except that
any opinion of counsel relating to (a) the qualification of any REMIC as a REMIC
or (b) compliance with the REMIC Provisions must be an opinion of Independent
counsel.

         "Optional Termination Date": The first Distribution Date on which the
Servicer may opt to terminate the Mortgage Pool pursuant to Section 10.01.

         "Original Class A-IO Notional Amount": The Notional Amount of the Class
A-IO Certificates on the Closing Date, as set forth opposite such Class in the
Preliminary Statement.

         "Original Class N Notional Amount": The Notional Amount of the Class N
Certificates on the Closing Date, as set forth opposite such Class in the
Preliminary Statement.

         "Original Class Certificate Principal Balance": With respect to each
Class of Certificates, the Certificate Principal Balance thereof on the Closing
Date, as set forth opposite such Class in the Preliminary Statement, except with
respect to the Class A-IO, Class N, Class X and Residual Certificates, which
have an Original Class Certificate Principal Balance of zero.

         "Original Notional Amount": The Original Class A-IO Notional Amount or
the Original Class N Notional Amount, as the case may be.

         "Overcollateralization Amount": As of any Distribution Date, the
excess, if any, of (x) the Pool Balance as of the last day of the immediately
preceding Collection Period over (y) the aggregate Certificate Principal
Balances of all Classes of Offered Certificates (after taking into account all
distributions of principal on such Distribution Date).

         "Overcollateralization Deficiency": As of any Distribution Date, the
excess, if any, of (x) the Targeted Overcollateralization Amount for such
Distribution Date over (y) the Overcollateralization Amount for such
Distribution Date, calculated for this purpose after taking into account the
reduction on such Distribution Date of the Certificate Principal Balances of all
Classes of Offered Certificates resulting from the distribution of the Principal
Distribution Amount (but not the Extra Principal Distribution Amount) on such
Distribution Date, but prior to taking into account any Applied Realized Loss
Amounts on such Distribution Date.

         "Overcollateralization Release Amount": With respect to any
Distribution Date after the Stepdown Date on which a Trigger Event is not in
effect, the lesser of (x) the Principal Remittance Amount for such Distribution
Date and (y) the excess, if any, of (i) the Overcollateralization Amount for
such Distribution Date, assuming that 100% of the Principal Remittance Amount is
applied as a principal payment on the Offered Certificates on such Distribution
Date, over (ii) the Targeted Overcollateralization Amount for such Distribution
Date. With respect to any Distribution Date on which a Trigger Event is in
effect, the Overcollateralization Release Amount will be zero.

                                       37

<PAGE>

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

         "Pass-Through Rate": Any of the Class AF-1 Pass-Through Rate, the Class
AV-1 Pass-Through Rate, the Class A-IO Pass-Through Rate, the Class M-1
Pass-Through Rate, the Class M-2 Pass-Through Rate, Class B-1 Pass-Through Rate,
the Class B-2 Pass-Through Rate and the Class B-3 Pass-Through Rate. With
respect to the Class N Certificates, the Pass-Through Rate is 0.00% per annum.

         "Paying Agent":  Any paying agent appointed pursuant to Section 5.05.

         "Percentage Interest": With respect to any Certificate (other than a
Class A-IO, Class N, Class X or Residual Certificate), a fraction, expressed as
a percentage, the numerator of which is the Initial Certificate Principal
Balance represented by such Certificate and the denominator of which is the
Original Class Certificate Principal Balance of the related Class. With respect
to a Class A-IO or Class N Certificate, the undivided percentage interest
obtained by dividing the Initial Notional Amount evidenced by such Certificate
by the Original Class A-IO Notional Amount or Original Class N Notional Amount,
as the case may be, of such Class. With respect to a Class X or Residual
Certificate, the portion of the 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%.

         "Periodic Rate Cap": With respect to each Group II Mortgage Loan and
any Adjustment Date therefor, the fixed percentage set forth in the related
Mortgage Note, which is the maximum amount by which the Mortgage Interest Rate
for such Mortgage Loan may increase or decrease (without regard to the Maximum
Loan Rate or the Minimum Loan Rate) on such Adjustment Date from the Mortgage
Interest Rate in effect immediately prior to such Adjustment Date.

         "Permitted Investments": Any one or more of the following obligations
or securities acquired at a purchase price of not greater than par, regardless
of whether issued or managed by the Depositor, the Servicer, the Trustee or any
of their respective Affiliates or for which an Affiliate of the Trustee serves
as an advisor:

         (i)      direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or any agency or
instrumentality thereof, provided such obligations are backed by the full faith
and credit of the United States;

         (ii)     (A) demand and time deposits in, certificates of deposit of,
bankers' acceptances issued by or federal funds sold by any depository
institution or trust company (including the Trustee or its agents acting in
their respective commercial capacities) incorporated under the laws of the
United States of America or any state thereof and subject to supervision and
examination by federal and/or state authorities, so long as, at the time of such
investment or contractual commitment providing for such investment, such
depository institution or trust company or its ultimate parent has a short-term
uninsured debt rating in one of the two highest available rating categories of
S&P and Moody's and the highest available rating category of

                                       38

<PAGE>

Fitch and provided that each such investment has an original maturity of no more
than 365 days and (B) any other demand or time deposit or deposit which is fully
insured by the FDIC;

         (iii)    repurchase obligations with a term not to exceed 30 days with
respect to any security described in clause (i) above and entered into with a
depository institution or trust company (acting as principal) rated A or higher
by S&P and Fitch and rated A2 or higher by Moody's, provided, however, that
collateral transferred pursuant to such repurchase obligation must be of the
type described in clause (i) above and must (A) be valued daily at current
market prices plus accrued interest or (B) pursuant to such valuation, be equal,
at all times, to 105% of the cash transferred by the Trustee in exchange for
such collateral and (C) be delivered to the Trustee or, if the Trustee is
supplying the collateral, an agent for the Trustee, in such a manner as to
accomplish perfection of a security interest in the collateral by possession of
certificated securities;

         (iv)     securities bearing interest or sold at a discount that are
issued by any corporation incorporated under the laws of the United States of
America or any State thereof and that are rated by each Rating Agency in its
highest long-term unsecured rating categories at the time of such investment or
contractual commitment providing for such investment;

         (v)      commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a specified
date not more than 30 days after the date of acquisition thereof) that is rated
by each Rating Agency in its highest short-term unsecured debt rating available
at the time of such investment;

         (vi)     units of money market funds registered under the Investment
Company Act of 1940 including funds managed or advised by the Trustee or
affiliates thereof having the highest rating category by the applicable Rating
Agency; and

         (vii)    if previously confirmed in writing to the Trustee, any other
demand, money market or time deposit, or any other obligation, security or
investment, as may be acceptable to the Rating Agencies in writing as a
permitted investment of funds backing securities having ratings equivalent to
its highest initial rating of the Class A Certificates;

provided, that (i) no instrument described hereunder shall evidence either the
right to receive (a) only interest with respect to the obligations underlying
such instrument or (b) both principal and interest payments derived from
obligations underlying such instrument and the interest and principal payments
with respect to such instrument provide a yield to maturity at par greater than
120% of the yield to maturity at par of the underlying obligations and (ii) each
such investment must be a "permitted investment" within the meaning of Section
1.860G(a)(5) of the Code.

         "Permitted Transferee": Any transferee of a Residual Certificate other
than a Disqualified Organization or a Disqualified Non-U.S. Person.

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

                                       39
<PAGE>

         "Pool Balance": As of any date of determination, the aggregate
Principal Balance of the Mortgage Loans.

         "Prepayment Interest Shortfall": With respect to any Distribution Date,
for each Mortgage Loan that was during the related Prepayment Period the subject
of a Principal Prepayment in full that was applied by the Servicer to reduce the
outstanding principal balance of such loan on a date preceding the related Due
Date, an amount equal to interest at the applicable Mortgage Interest Rate (net
of the Servicing Fee Rate) on the amount of such Principal Prepayment for the
number of days commencing on the date on which the prepayment is applied and
ending on the last day of the related Prepayment Period.

         "Prepayment Period": With respect to any Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.

         "Primary Insurance Policy": Each policy of primary guaranty mortgage
insurance issued by a Qualified Insurer in effect with respect to any Mortgage
Loan, or any replacement policy therefor obtained by the Servicer pursuant to
Section 3.08.

         "Principal Balance": As to any Mortgage Loan and any day, other than a
Liquidated Mortgage Loan, the related Cut-off Date Principal Balance, minus the
sum of (i) all collections and other amounts credited against the principal
balance of any such Mortgage Loan, (ii) the principal portion of Advances, (iii)
any Deficient Valuation and (iv) any principal reduction resulting from a
Servicer Modification. For purposes of this definition, a Liquidated Mortgage
Loan shall be deemed to have a Principal Balance equal to the Principal Balance
of the related Mortgage Loan as of the final recovery of related Liquidation
Proceeds and a Principal Balance of zero thereafter. As to any REO Property and
any day, the Principal Balance of the related Mortgage Loan immediately prior to
such Mortgage Loan becoming REO Property minus any REO Principal Amortization
received with respect thereto on or prior to such day.

         "Principal Distribution Amount": As to any Distribution Date, the sum
of (i) the Principal Remittance Amount minus, for Distribution Dates occurring
on and after the Stepdown Date and for which a Trigger Event is not in effect,
the Overcollateralization Release Amount, if any, and (ii) the Extra Principal
Distribution Amount, if any.

         "Principal Prepayment": Any payment of principal made by the Mortgagor
on a Mortgage Loan which is received in advance of its scheduled Due Date and
which is not accompanied by an amount of interest representing the full amount
of scheduled interest due on any Due Date in any month or months subsequent to
the month of prepayment.

         "Principal Remittance Amount": With respect to any Distribution Date,
to the extent of funds available therefor, the sum (less amounts available for
reimbursement of Advances and Servicing Advances pursuant to Section 3.05 and
expenses reimbursable pursuant to Section 6.03) of: (i) each payment of
principal on a Mortgage Loan due during the related Collection Period and
received by the Servicer on or prior to the related Determination Date, and any
Advances with respect thereto, (ii) the portion of all full and partial
Principal Prepayments or Insurance Proceeds allocable to principal received by
the Servicer during the related Prepayment Period, (iii) the Net Liquidation
Proceeds allocable to principal actually collected by the Servicer

                                       40

<PAGE>

during the related Prepayment Period, (iv) with respect to Defective Mortgage
Loans repurchased with respect to such Prepayment Period, the portion of the
Purchase Price allocable to principal, (v) any Substitution Adjustment Amounts
received on or prior to the previous Determination Date and not yet distributed
and (vi) on the Distribution Date on which the Trust is to be terminated in
accordance with Section 10.01 hereof, that portion of the Termination Price in
respect of principal.

         "Private Certificates": Any of the Class N, Class X and Residual
Certificates.

         "Property Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan, to the extent such
proceeds are received by the Servicer and are not to be applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the Servicer's servicing procedures, subject to the terms and
conditions of the related Mortgage Note and Mortgage.

         "Prospectus Supplement": That certain Prospectus Supplement dated June
25, 2003 relating to the public offering of the Offered Certificates.

         "Purchase Price": With respect to any Mortgage Loan or REO Property to
be purchased pursuant to or as contemplated by Section 2.03 or 10.01, and as
confirmed by a certification from a Servicing Officer of the Servicer to the
Trustee, an amount equal to the sum of (i) 100% of the Principal Balance thereof
as of the date of purchase (or such other price as provided in Section 10.01),
(ii) in the case of (x) a Mortgage Loan, accrued interest on such Principal
Balance at the applicable Mortgage Interest Rate in effect from time to time
from the Due Date as to which interest was last covered by a payment by the
Mortgagor or an Advance by the Servicer, which payment or Advance had as of the
date of purchase been distributed pursuant to Section 4.01, through the end of
the calendar month in which the purchase is to be effected, and (y) an REO
Property, its fair market value, determined in good faith by the Servicer, (iii)
any unreimbursed Servicing Advances and Advances and any unpaid Servicing Fees
allocable to such Mortgage Loan or REO Property, (iv) any amounts previously
withdrawn from the Collection Account in respect of such Mortgage Loan or REO
Property pursuant to Section 3.13, and (v) in the case of a Mortgage Loan
required to be purchased pursuant to Section 2.03, (x) any costs and damages
incurred by the Trust in connection with any violation by such Mortgage Loan of
any predatory and abusive lending law and (y) expenses reasonably incurred or to
be incurred by the Servicer or the Trustee in respect of the breach or defect
giving rise to the purchase obligation.

         "Qualified Insurer": Any insurance company acceptable to Fannie Mae or
Freddie Mac.

         "Rating Agency or Rating Agencies": Fitch, Moody's and S&P, or their
respective successors. If such agencies or their successors are no longer in
existence, "Rating Agencies" shall be such nationally recognized statistical
rating organizations as set forth on the most current list of such organizations
released by the Securities and Exchange Commission and designated by the
Depositor, notice of which designation shall be given to the Trustee and the
Servicer.

         "Realized Loss": With respect to a Liquidated Mortgage Loan, the amount
by which the remaining unpaid Principal Balance of the Mortgage Loan plus
accrued and unpaid interest thereon at the Mortgage Interest Rate through the
last day of the month of liquidation, exceeds

                                       41

<PAGE>

the amount of Net Liquidation Proceeds applied to the principal balance of the
related Mortgage Loan. With respect to any Mortgage Loan, a Deficient Valuation
or a reduction in the Principal Balance thereof resulting from a Servicer
Modification.

         "Realized Loss Amortization Amount": Any of the Class M-1 Realized Loss
Amortization Amount, the Class M-2 Realized Loss Amortization Amount, the Class
B-1 Realized Loss Amortization Amount, the Class B-2 Realized Loss Amortization
Amount and the Class B-3 Realized Loss Amortization Amount.

         "Record Date": With respect to the Class AF-1, Class A-IO, Class M-1,
Class M-2, Class B-1, Class B-2, Class N, Class X and Class R Certificates, the
last Business Day of the month immediately preceding the month in which the
related Distribution Date occurs (or, in the case of the first Distribution
Date, the Closing Date). With respect to the Class AV-1 and Class B-3
Certificates, the Business Day immediately preceding such Distribution Date;
provided, however, that if any such Certificate becomes a Definitive
Certificate, the Record Date for such Certificate shall be the last Business Day
of the month immediately preceding the month in which the related Distribution
Date occurs.

         "Reference Banks": Those banks (i) with an established place of
business in London, England, (ii) not controlling, under the control of or under
common control with the Depositor or the Trustee, (iii) that have been
designated as such by the Trustee, after consultation with the Servicer and (iv)
that are engaged in transactions in the London interbank market.

         "Regular Certificate": Any of the Offered Certificates, the Class N
Certificates and the Class X Certificates.

         "Reimbursement Amount": As defined in Section 2.03.

         "Related Documents": With respect to any Mortgage Loan, the related
Mortgage Notes, Mortgages and other related documents.

         "Relief Act": The Soldiers' and Sailors Civil Relief Act of 1940, as
amended.

         "Relief Act Interest Shortfall": With respect to any Distribution Date,
for any Mortgage Loan with respect to which there has been a reduction in the
amount of interest collectible thereon for the most recently ended Collection
Period as a result of the application of the Relief Act or similar state laws,
the amount by which (i) interest collectible on such Mortgage Loan during such
Collection Period is less than (ii) one month's interest on the Principal
Balance of such Mortgage Loan at the Mortgage Interest Rate for such Mortgage
Loan before giving effect to the application of the Relief Act or similar state
laws.

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

         "REMIC Provisions": Provisions of the federal income tax law relating
to real estate mortgage investment conduits which appear at Section 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations and rulings promulgated thereunder, as the foregoing may be in
effect from time to time.

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<PAGE>

         "REMIC Regular Interest": As defined in the Preliminary Statement.

         "REMIC 1": As defined in the Preliminary Statement.

         "REMIC 1 Interest": Each of the REMIC 1 Regular Interests and the Class
R-1 Interest.

         "REMIC 1 Regular Interest": Each "regular interest" in REMIC 1
designated as such as described in the Preliminary Statement.

         "REMIC 2":  As defined in the Preliminary Statement.

         "REMIC 2 Interest": Each of the REMIC 2 Regular Interests and the Class
R-2 Interest.

         "REMIC 2 IO Interests": Each of the LT2-I-1-IO Interest, LT2-I-2-IO
Interest, LT2-I-3-IO Interest, LT2-I-4-IO Interest, LT2-I-5-IO Interest,
LT2-I-6-IO Interest, LT2-I-7-IO Interest, LT2-I-8-IO Interest, LT2-I-9-IO
Interest, LT2-I-10-IO Interest, LT2-I-11-IO Interest, LT2-I-12-IO Interest,
LT2-I-13-IO Interest, LT2-I-14-IO Interest, LT2-I-15-IO Interest, LT2-I-16-IO
Interest, LT2-I-17-IO Interest, LT2-I-18-IO Interest, LT2-I-19-IO Interest,
LT2-I-20-IO Interest, LT2-I-21-IO Interest, LT2-I-22-IO Interest, LT2-I-23-IO
Interest, LT2-I-24-IO Interest, LT2-I-25-IO Interest, LT2-I-26-IO Interest,
LT2-I-27-IO Interest, LT2-I-28-IO Interest, LT2-I-29-IO Interest, LT2-I-30-IO
Interest, LT2-II-1-IO Interest, LT2-II-2-IO Interest, LT2-II-3-IO Interest,
LT2-II-4-IO Interest, LT2-II-5-IO Interest, LT2-II-6-IO Interest, LT2-II-7-IO
Interest, LT2-II-8-IO Interest, LT2-II-9-IO Interest, LT2-II-10-IO Interest,
LT2-II-11-IO Interest, LT2-II-12-IO Interest, LT2-II-13-IO Interest,
LT2-II-14-IO Interest, LT2-II-15-IO Interest, LT2-II-16-IO Interest,
LT2-II-17-IO Interest, LT2-II-18-IO Interest, LT2-II-19-IO Interest,
LT2-II-20-IO Interest, LT2-II-21-IO Interest, LT2-II-22-IO Interest,
LT2-II-23-IO Interest, LT2-II-24-IO Interest, LT2-II-25-IO Interest,
LT2-II-26-IO Interest, LT2-II-27-IO Interest, LT2-II-28-IO Interest,
LT2-II-29-IO Interest and LT2-II-30-IO Interest.

         "REMIC 2 Regular Interest": Each "regular interest" in REMIC 2
designated as such as described in the Preliminary Statement.

         "REMIC 3": As defined in the Preliminary Statement.

         "REMIC 3 Interest": Each of the REMIC 3 Regular Interests and the Class
R-3 Interest.

         "REMIC 3 Regular Interest": Each "regular interest" in REMIC 3
designated as such as described in the Preliminary Statement.

         "REMIC 3 Subordinated Balance Ratio": The ratio among the principal
balances of the Class LT3-IA Interest and the Class LT3-IIA Interest that is
equal to the ratio among, with respect to each such REMIC 3 Regular Interest,
the Group Subordinate Amount for the related Mortgage Group.

         "REMIC 4": As defined in the Preliminary Statement.

         "REMIC 4 Interest": Each of the REMIC 4 Regular Interests and the Class
R-4 Interest.

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<PAGE>

         "REMIC 4 Regular Interest": Each of the Class AF-1 Certificates, the
REMIC 4 AV-1 Interest, the REMIC 4 M-1 Interest, the REMIC 4 M-2 Interest, the
REMIC 4 B-1 Interest, the REMIC 4 B-2 Interest, the REMIC 4 B-3 Interest, the
Class A-IO Certificates and the REMIC 4 X/N Interest.

          "REMIC 4 AV-1 Interest": An uncertificated "regular interest" in REMIC
4 having the same rights to payments as the Class AV-1 Certificates other than
the right to any payments in respect of Carryover Amounts.

         "REMIC 4 M-1 Interest": An uncertificated "regular interest" in REMIC 4
having the same rights to payments as the Class M-1 Certificates other than the
right to any payments in respect of Carryover Amounts.

         "REMIC 4 M-2 Interest": An uncertificated "regular interest" in REMIC 4
having the same rights to payments as the Class M-2 Certificates other than the
right to any payments in respect of Carryover Amounts.

         "REMIC 4 B-1 Interest": An uncertificated "regular interest" in REMIC 4
having the same rights to payments as the Class B-1 Certificates other than the
right to any payments in respect of Carryover Amounts.

         "REMIC 4 B-2 Interest": An uncertificated "regular interest" in REMIC 4
having the same rights to payments as the Class B-2 Certificates other than the
right to any payments in respect of Carryover Amounts.

         "REMIC 4 B-3 Interest": An uncertificated "regular interest" in REMIC 4
having the same rights to payments as the Class B-3 Certificates other than the
right to any payments in respect of Carryover Amounts.

         "REMIC 4 X/N Interest": An uncertificated "regular interest" in REMIC 4
held by REMIC 5 having an initial principal balance of $2,967,267.70 and bearing
interest at the REMIC 4 X/N Interest Distributable Interest Rate on a notional
balance equal to 99.99% of the aggregate of the Principal Balance of the
Mortgage Loans outstanding as of the beginning of the related Interest Accrual
Period. The REMIC 4 Class X/N Interest shall be entitled to all prepayment
penalties (including amounts deposited in connection with the full or partial
waiver of such prepayment penalties pursuant to Section 3.01).

         "REMIC 4 X/N Interest Current Interest: As of any Distribution Date,
the interest accrued during the related Interest Accrual Period at the REMIC 4
X/N Interest Distributable Interest Rate on a notional amount equal to 99.99% of
the aggregate of the Principal Balance of the Mortgage Loans outstanding as of
the beginning of such Interest Accrual Period (such amount of interest
representing a "specified portion" (within the meaning of Treasury Regulations
Section 1.860G-1(a)(2)(i)(C)) of interest payments on the REMIC 3 Regular
Interests (other than the LT3-IB Interest and the LT3-IIB Interest)).

         "REMIC 4 X/N Interest Distributable Interest Rate": The excess, if any,
of (a) the weighted average of the interest rates on the REMIC 3 Regular
Interests over (b) two times the weighted average of the interest rates on the
Marker Interests and the LT3-X1 Interest (treating for

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<PAGE>

purposes of this clause (b) the interest rate on each of the Marker Interests as
being capped at the Pass-Through Rate of the Related Certificate of such Marker
Interest (as described in the Preliminary Statement) and treating the LT3-X1
Interest as being capped at zero). The averages described in the preceding
sentence shall be weighted on the basis of the respective principal balances of
the relevant REMIC 3 Regular Interests immediately prior to any date of
determination.

         "REMIC 5": As defined in the Preliminary Statement.

         "REMIC 5 Interest": Each of the REMIC 5 Regular Interests and the Class
R-5 Interest.

         "REMIC 5 Regular Interest": The REMIC 5 X/N Interest.

         "REMIC 5 X/N Interest": An uncertificated "regular interest" in REMIC 4
held by the Trustee on behalf of the holders of the Class X and Class N
Certificates and entitled to all payments in respect of the REMIC 4 X/N
Interest.

         "REMIC 6": As defined in the Preliminary Statement.

         "REMIC 6 Interest": Each of the REMIC 6 Regular Interests and the Class
R-6 Interest.

         "REMIC 6 Regular Interest": The REMIC 6 B-1 Interest.

         "REMIC 6 B-1 Interest": An uncertificated "regular interest" in REMIC 6
having the same rights to payments as the Class B-1 Certificates other than the
right to any payments in respect of Carryover Amounts.

         "REMIC 7": As defined in the Preliminary Statement.

         "REMIC 7 Interest": Each of the REMIC 7 Regular Interests and the Class
R-7 Interest.

         "REMIC 7 Regular Interest": The REMIC 7 B-2 Interest.

         "REMIC 7 B-2 Interest": An uncertificated "regular interest" in REMIC 7
having the same rights to payments as the Class B-2 Certificates other than the
right to any payments in respect of Carryover Amounts.

         "REMIC 8": As defined in the Preliminary Statement.

         "REMIC 8 Interest": Each of the REMIC 8 Regular Interests and the Class
R-8 Interest.

         "REMIC 8 Regular Interest": The REMIC 8 B-3 Interest.

         "REMIC 8 B-3 Interest": An uncertificated "regular interest" in REMIC 8
having the same rights to payments as the Class B-3 Certificates other than the
right to any payments in respect of Carryover Amounts.

         "Remittance Report": A report prepared by the Servicer and delivered to
the Trustee pursuant to Section 4.07, containing the information attached hereto
as Exhibit P.

                                       45

<PAGE>

         "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.

         "REO Disposition": The sale or other disposition of an REO Property on
behalf of the Trust Fund.

         "REO Principal Amortization": With respect to any REO Property, for any
calendar month, the aggregate of all amounts received in respect of such REO
Property during such calendar month, whether in the form of rental income, sale
proceeds (including, without limitation, that portion of the Termination Price
paid in connection with a purchase of all of the Mortgage Loans and REO
Properties pursuant to Section 10.01 that is allocable to such REO Property) or
otherwise, net of any portion of such amounts (i) payable pursuant to Section
3.13 in respect of the proper operation, management and maintenance of such REO
Property or (ii) payable or reimbursable to the Servicer pursuant to Section
3.13 for unpaid Servicing Fees in respect of the related Mortgage Loan and
unreimbursed Servicing Advances and Advances in respect of such REO Property or
the related Mortgage Loan.

         "REO Property": A Mortgaged Property acquired by the Servicer on behalf
of the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as
described in Section 3.13.

         "Request for Release": A release signed by a Servicing Officer, in the
form of Exhibit E attached hereto.

         "Residential Dwelling": Any one of the following: (i) a one-family
dwelling, (ii) a two- to four-family dwelling, (iii) a one-family dwelling unit
in a Fannie Mae eligible condominium project, (iv) a one-family dwelling in a
planned unit development, which is not a co-operative, or (v) a mobile or
manufactured home (as defined in 42 United States Code, Section 5402(6)).

         "Residual Certificates": The Class R Certificates and the Class R-X
Certificates .

         "Residual Interest": The sole Class of "residual interests" in each
REMIC within the meaning of Section 860G(a)(2) of the Code.

         "Responsible Officer": When used with respect to the Trustee, any
officer assigned to the Corporate Trust Division (or any successor thereto),
including any Vice President, Assistant Vice President, Trust Officer, any
Assistant Secretary, any trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and in each case having direct responsibility for the
administration of this Agreement.

         "S&P": Standard & Poor's, a division of The McGraw-Hill Companies,
Inc., and its successors, and if such company shall for any reason no longer
perform the functions of a securities rating agency, "S&P" shall be deemed to
refer to any other "nationally recognized statistical rating organization" as
set forth on the most current list of such organizations released by the
Securities and Exchange Commission.

         "Seller": Credit-Based Asset Servicing and Securitization LLC, or its
successor in interest, in its capacity as seller under the Mortgage Loan
Purchase Agreement.

                                       46

<PAGE>

         "Senior Certificates": The Class AF-1, Class AV-1 and Class A-IO
Certificates.

         "Senior Enhancement Percentage": For any Distribution Date, the
percentage obtained by dividing (x) the sum of (i) the aggregate Certificate
Principal Balances of the Class M and Class B Certificates and (ii) the
Overcollateralization Amount, in each case before taking into account the
distribution of the Principal Distribution Amount on such Distribution Date by
(y) the Pool Balance as of the last day of the related Collection Period.

         "Senior Specified Enhancement Percentage": On any date of determination
thereof, 31.50%.

         "Servicer": Litton Loan Servicing LP, a Delaware limited partnership,
or any successor servicer appointed as herein provided, in its capacity as
Servicer hereunder.

         "Servicer Affiliate": A Person (i) controlling, controlled by or under
common control with the Servicer or which is 50% or more owned by the Servicer
and (ii) which is qualified to service residential mortgage loans.

         "Servicer Event of Termination": One or more of the events described in
Section 7.01.

         "Servicer Modification": A modification to the terms of a Mortgage
Loan, in accordance with the terms of Section 3.01, as to which the Mortgagor is
in default or as to which, in the judgment of the Servicer, default is
reasonably foreseeable.

         "Servicer Remittance Date": With respect to any Distribution Date, one
Business Day prior to such Distribution Date.

         "Servicing Advances": All customary, reasonable and necessary "out of
pocket" costs and expenses incurred by the Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the REO Property and (iv) compliance with the
obligations under Section 3.08.

         "Servicing Fee": With respect to each Mortgage Loan (including each REO
Property) and for any calendar month, an amount equal to one month's interest
(or in the event of any payment of interest which accompanies a Principal
Prepayment in full made by the Mortgagor during such calendar month, interest
for the number of days covered by such payment of interest) at the Servicing Fee
Rate on the same principal amount on which interest on such Mortgage Loan
accrues for such calendar month.

         "Servicing Fee Rate": With respect to each Mortgage Loan, 0.50% per
annum.

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

                                       47

<PAGE>

         "Servicing Rights Pledgee": One or more lenders, selected by the
Servicer, to which the Servicer will pledge and assign all of its right, title
and interest in, to and under this Agreement, including Wachovia Bank, National
Association, as the representative of certain lenders.

         "Servicing Standard": Shall mean the standards set forth in Section
3.01.

         "Simple Interest Method": The method of allocating a payment to
principal and interest, pursuant to which the portion of such payment that is
allocated to interest is equal to the product of the fixed rate of interest
multiplied by the unpaid principal balance multiplied by the period of time
elapsed since the preceding payment of interest was made and divided by either
360 or 365, as specified in the related Mortgage Note, and the remainder of such
payment is allocated to principal.

         "Simple Interest Mortgage Loan": Any Mortgage Loan under which the
portion of a payment allocable to interest and the portion of such payment
allocable to principal is determined in accordance with the Simple Interest
Method.

         "Special Hazard Loss": Any Realized Losses that result from direct
physical damage to Mortgaged Properties caused by natural disasters and other
hazards (i) which are not covered by hazard insurance policies (such as
earthquakes) and (ii) for which claims have been submitted and rejected by the
related hazard insurer and any shortfall in insurance proceeds for partial
damage due to the application of the co-insurance clauses contained in hazard
insurance policies.

         "Startup Day": As defined in Section 9.01(b) hereof.

         "Stayed Funds": Any payment required to be made under the terms of the
Certificates and this Agreement but which is not remitted by the Servicer
because the Servicer is the subject of a proceeding under the Bankruptcy Code
and the making of such remittance is prohibited by Section 362 of the Bankruptcy
Code.

         "Stepdown Date": The later to occur of (x) the earlier to occur of (A)
the Distribution Date in July 2006 and (B) the Distribution Date on which the
aggregate Certificate Principal Balance of the Class A Certificates is reduced
to zero, and (y) the first Distribution Date on which the Senior Enhancement
Percentage is greater than or equal to the Senior Specified Enhancement
Percentage.

         "Subordinate Rate Cap": With respect to any Distribution Date, a per
annum rate equal to the weighted average of the Group I Cap and the Group II
Cap, weighted on the basis of the Group I Group Subordinate Amount and the Group
II Group Subordinate Amount, respectively.

         "Subordinated Certificates": The Class M-1, Class M-2, Class B-1, Class
B-2, Class B-3, Class N, Class X and Class R Certificates.

         "Subsequent Overcollateralization Amount": As of any Distribution Date,
after the application of principal payments and Applied Realized Loss Amounts,
an amount equal to the excess, if any of (a) the Pool Balance over (b) the sum
of (i) the Certificate Principal Balance of each Class of Offered Certificates
and (ii) the Remaining Initial Overcollateralization Amount.

                                       48

<PAGE>

         "Substitution Adjustment Amount": As defined in Section 2.03(d) hereof.

         "Targeted Overcollateralization Amount": As of any Distribution Date,
(x) prior to the Stepdown Date, 1.00% of the Pool Balance on the Cut-off Date
and (y) on and after the Stepdown Date, (i) if a Trigger Event has not occurred,
the lesser of (a) 1.00% of the Pool Balance on the Cut-off Date and (b) the
greater of (A) 2.00% of the Pool Balance as of the last day of the related
Collection Period and (B) 0.50% of the Pool Balance on the Cut-off Date and (ii)
if a Trigger Event has occurred, the Targeted Overcollateralization Amount for
the immediately preceding Distribution Date.

         "Tax Matters Person": The tax matters person appointed pursuant to
Section 9.01(e) hereof.

         "Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed on behalf of the Trust for each of the eight REMICs created
pursuant to this Agreement under the REMIC Provisions, together with any and all
other information reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.

         "Telerate Page 3750": The display page currently so designated on the
Moneyline Telerate Service (or such other page as may replace the Telerate Page
3750 page on that service for the purpose of displaying London interbank offered
rates of major banks).

         "Termination Price": As defined in Section 10.01(a) hereof.

         "Trigger Event": With respect to any Distribution Date, if (i) the
six-month rolling average of 60+ Day Delinquent Loans equals or exceeds 47% of
the Senior Enhancement Percentage or (ii) the aggregate amount of Realized
Losses incurred since the Cut-off Date through the last day of the related
Collection Period divided by the Pool Balance as of the Cut-off Date exceeds the
applicable percentages set forth below with respect to such Distribution Date:

<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN                    PERCENTAGE
------------------------------                    ----------
<S>                                               <C>
July 2006 through June 2007                         2.25%
July 2007 through June 2008                         3.75%
July 2008 through June 2009                         5.00%
July 2009 and thereafter                            6.00%
</TABLE>

         "Trust": 2003-CB3 Trust, the trust created hereunder.

         "Trust Fund": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to a portion of which eight REMIC elections are to be made, such
entire Trust Fund consisting of: (i) such Mortgage Loans as from time to time
are subject to this Agreement, together with the Mortgage Files relating

                                       49

<PAGE>

thereto, and together with all collections thereon and proceeds thereof, (ii)
any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustee's rights with respect to the Mortgage Loans under all
insurance policies required to be maintained pursuant to this Agreement and any
proceeds thereof, (iv) the Depositor's rights under the Mortgage Loan Purchase
Agreement (including any security interest created thereby) and (v) the
Collection Account, the Distribution Account and any REO Account and such assets
that are deposited therein from time to time and any investments thereof,
together with any and all income, proceeds and payments with respect thereto.
Notwithstanding the foregoing, however, the Trust Fund specifically excludes all
payments and other collections of principal and interest representing Arrearage.

         "Trustee": U.S. Bank National Association, a national banking
association organized and existing under the laws of the United States, or any
successor Trustee appointed as herein provided.

         "Trustee Fee": With respect to any Distribution Date, the product of
(x) one-twelfth of the Trustee Fee Rate and (y) the aggregate of the Principal
Balances of all Mortgage Loans as of the opening of business on the first day of
the related Collection Period.

         "Trustee Fee Rate": With respect to any Distribution Date, 0.0105% per
annum.

         "Underwriters": Merrill Lynch, Pierce, Fenner & Smith Incorporated and
J.P. Morgan Securities Inc., as underwriters with respect to the Offered
Certificates.

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

         "Unpaid Realized Loss Amount": For any Class M-1, Class M-2, Class B-1,
Class B-2 and Class B-3 Certificates and as to any Distribution Date, the excess
of (x) the cumulative amount of related Applied Realized Loss Amounts with
respect to such Class for all prior Distribution Dates over (y) the cumulative
amount of related Realized Loss Amortization Amounts with respect to such Class
for all prior Distribution Dates.

         "VA": The United States Department of Veterans Affairs.

         "VA Approved Lender": Those institutions that are approved by the VA to
act as servicer and mortgagee of record pursuant to VA Regulations.

                                       50

<PAGE>

         "VA Guaranty Agreements": With respect to a VA Loan, the agreements
evidencing the guaranty of such Mortgage Loan by the VA.

         "VA Loan": A Mortgage Loan guaranteed by the VA.

         "VA Regulations": Any and all regulations promulgated by the VA under
the Servicemen's Readjustment Act of 1944, as amended.

         "Value": With respect to any Mortgaged Property, the lower of the value
thereof as determined by an independent appraisal made at the time of the
origination of the related Mortgage Loan or the sale price, if the appraisal is
not available; except that, with respect to any Mortgage Loan that is a purchase
money mortgage loan, the lesser of (i) the value thereof as determined by an
independent appraisal made at the time of the origination of such Mortgage Loan,
if any, and (ii) the sales price of the related Mortgaged Property.

         "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. The Voting Rights allocated
among Holders of the Offered Certificates (other than the Class A-IO
Certificates) shall be 98%, and shall be allocated among each such Class
according to the fraction, expressed as a percentage, the numerator of which is
the aggregate Certificate Principal Balance of all the Certificates of such
Class then outstanding and the denominator of which is the aggregate Certificate
Principal Balance of all the Offered Certificates then outstanding. The Voting
Rights allocated to each such Class of Certificates shall be allocated among all
holders of each such Class in proportion to the outstanding Certificate
Principal Balance of such 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; provided that only such Certificates as are known by a Responsible
Officer of the Trustee to be so registered will be so excluded. On each
Distribution Date (a) prior to the date on which the Notional Amount of the
Class N Certificates is reduced to zero, the percentage of all the Voting Rights
allocated among the Holders of the Class N and Class X Certificates,
respectively, shall be 1% and (b) on and after the date on which the Notional
Amount of the Class N Certificates is reduced to zero, the percentage of all the
Voting Rights allocated among the Holders of the Class N Certificates shall be
0% and the percentage of all the Voting Rights allocated among the Holder of the
Class X Certificates shall be 2%. The Class A-IO and Residual Certificates shall
have no Voting Rights.

         "Weighted Average Net Mortgage Rate": With respect to either or both of
Loan Group I or Loan Group II, the weighted average (based on Principal Balance
as of the first day of the related Collection Period or, in the case of the
first Distribution Date, the Cut-Off Date) of the Net Mortgage Interest Rates of
the Mortgage Loans of such Loan Group or Groups, expressed as an annual rate and
calculated on the basis of twelve months consisting of 30 days each and a
360-day year.

         "Written Order to Authenticate": A written order by which the Depositor
directs the Trustee to execute, authenticate and deliver the Certificates.

                                       51

<PAGE>

         Section 1.02 Accounting.

         Unless otherwise specified herein, for the purpose of any definition or
calculation, whenever amounts are required to be netted, subtracted or added or
any distributions are taken into account such definition or calculation and any
related definitions or calculations shall be determined without duplication of
such functions.

                                   ARTICLE II

                         CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

         Section 2.01 Conveyance of Mortgage Loans.

         The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Trustee, on
behalf of the Trust, without recourse for the benefit of the Certificateholders
all the right, title and interest of the Depositor, including any security
interest therein for the benefit of the Depositor, in and to (i) each Mortgage
Loan identified on the Mortgage Loan Schedule, including the related Cut-off
Date Principal Balance, all interest accruing thereon after the Cut-off Date and
all collections in respect of interest and principal due after the Cut-off Date;
(ii) property which secured each such Mortgage Loan and which has been acquired
by foreclosure or deed in lieu of foreclosure; (iii) its interest in any
insurance policies in respect of the Mortgage Loans; (iv) all proceeds of any of
the foregoing; (v) the rights of the Depositor under the Mortgage Loan Purchase
Agreement, and (vi) all other assets included or to be included in the Trust
Fund; provided, however, so long as the Servicer is an FHA Approved Mortgagee,
the Commissioner of HUD shall have no obligation to recognize or deal with any
person other than the Servicer with respect to FHA Insurance. Such assignment
includes all interest and principal due to the Depositor or the Servicer after
the Cut-off Date with respect to the Mortgage Loans.

         In connection with such transfer and assignment, the Seller, on behalf
of the Depositor, does hereby deliver to, and deposit with the Trustee, or its
designated agent (the "Custodian"), the following documents or instruments with
respect to each Mortgage Loan (a "Mortgage File") so transferred and assigned:

                           (i)      the original Mortgage Note including any
riders thereto, endorsed either (A) in blank or (B) in the following form: "Pay
to the order of U.S. Bank National Association, as Trustee under the Pooling and
Servicing Agreement, dated as of June 1, 2003, among Credit-Based Asset
Servicing and Securitization LLC, Merrill Lynch Mortgage Investors, Inc., Litton
Loan Servicing LP and U.S. Bank National Association, C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2003-CB3, without recourse," or with respect
to any lost Mortgage Note, an original Lost Note Affidavit, together with a copy
of the related Mortgage Note;

                           (ii)     the original Mortgage including any riders
thereto, with evidence of recording thereon, and the original recorded power of
attorney, if the Mortgage was executed pursuant to a power of attorney, with
evidence of recording thereon or, if such Mortgage or

                                       52

<PAGE>

power of attorney has been submitted for recording but has not been returned
from the applicable public recording office, has been lost or is not otherwise
available, a copy of such Mortgage or power of attorney, as the case may be,
certified to be a true and complete copy of the original submitted for
recording;

                           (iii)    an original Assignment of Mortgage, in form
and substance acceptable for recording. The Mortgage shall be assigned either
(A) in blank or (B) to "U.S. Bank National Association, as Trustee under the
Pooling and Servicing Agreement, dated as of June 1, 2003, among Credit-Based
Asset Servicing and Securitization LLC, Merrill Lynch Mortgage Investors, Inc.,
Litton Loan Servicing LP and U.S. Bank National Association, C-BASS Mortgage
Loan Asset-Backed Certificates, Series 2003-CB3, without recourse";

                           (iv)     an original or copy of any intervening
assignment of Mortgage showing a complete chain of assignments;

                           (v)      the original or a certified copy of lender's
title insurance policy except with respect to those Mortgage Loans identified on
Exhibit U hereto;

                           (vi)     the original or copies of each assumption,
modification, written assurance or substitution agreement, if any;

                           (vii)    for each FHA Loan, the original Mortgage
Insurance Certificate; and

                           (viii)   for each VA Loan, the original Loan Guaranty
Certificate.

         The Trustee agrees to execute and deliver (or cause the Custodian to
execute and deliver) to the Depositor on or prior to the Closing Date an
acknowledgment of receipt of the original Mortgage Note (with any exceptions
noted), substantially in the form attached as Exhibit F-3 hereto.

         The Servicer shall within 90 days following the Closing Date, with
respect to each Mortgage Loan that is subject to the provisions of the
Homeownership and Equity Protection Act of 1994, place or cause to be placed a
legend on the original Mortgage Note indicating the satisfaction of the
provisions of such Act and the regulations issued thereunder, to the effect that
the Mortgage Loan is subject to special truth in lending rules.

         The Servicer shall promptly (and in no event later than thirty days
following the Closing Date) submit or cause to be submitted for recording, at
the Servicer's expense and at no expense to the Trust Fund or the Trustee, in
the appropriate public office for real property records, each Assignment
referred to in Sections 2.01(iii) and (iv) above. In the event that any such
Assignment is lost or returned unrecorded because of a defect therein, the
Seller shall promptly prepare or cause to be prepared a substitute Assignment or
cure or cause to be cured such defect, as the case may be, and thereafter cause
each such Assignment to be duly recorded.

         If any of the documents referred to in Section 2.01(ii), (iii) or (iv)
above has as of the Closing Date been submitted for recording but either (x) has
not been returned from the applicable public recording office or (y) has been
lost or such public recording office has

                                       53

<PAGE>

retained the original of such document, the obligations of the Seller to deliver
such documents shall be deemed to be satisfied upon (1) delivery to the Trustee
or the Custodian no later than the Closing Date, of a copy of each such document
certified by the Seller in the case of (x) above or the applicable public
recording office in the case of (y) above to be a true and complete copy of the
original that was submitted for recording and (2) if such copy is certified by
the Seller, delivery to the Trustee or the Custodian, promptly upon receipt
thereof of either the original or a copy of such document certified by the
applicable public recording office to be a true and complete copy of the
original. The Seller shall deliver or cause to be delivered to the Trustee or
the Custodian promptly upon receipt thereof any other documents constituting a
part of a Mortgage File received with respect to any Mortgage Loan, including,
but not limited to, any original documents evidencing an assumption or
modification of any Mortgage Loan.

         Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File, the Seller
shall have 120 days to cure such defect or 150 days following the Closing Date,
in the case of missing Mortgages or Assignments or deliver such missing document
to the Trustee or the Custodian. If the Seller does not cure such defect or
deliver such missing document within such time period, the Seller shall either
repurchase or substitute for such Mortgage Loan in accordance with Section 2.03.

         The Seller shall cause the Assignments of Mortgage which were delivered
in blank to be completed and shall cause all Assignments referred to in Section
2.01(iii) hereof and, to the extent necessary, in Section 2.01(iv) hereof to be
recorded; provided, however, the Seller need not cause to be recorded any
Assignment which relates to a Mortgage Loan in any jurisdiction under the laws
of which, as evidenced by an Opinion of Counsel delivered by the Seller to the
Trustee and the Rating Agencies, the recordation of such assignment is not
necessary to protect the Trustee's interest, on behalf of the Trust, in the
related Mortgage Loan. The Seller shall be required to deliver such assignments
for recording within 30 days of the Closing Date. The Seller shall furnish the
Trustee, or its designated agent, with a copy of each assignment of Mortgage
submitted for recording. In the event that any such Assignment is lost or
returned unrecorded because of a defect therein, the Seller shall promptly have
a substitute Assignment prepared or have such defect cured, as the case may be,
and thereafter cause each such Assignment to be duly recorded. In the event that
any Mortgage Note is endorsed in blank as of the Closing Date, promptly
following the Closing Date the Seller shall cause to be completed such
endorsements "Pay to the order of U.S. Bank National Association, as Trustee
under the Pooling and Servicing Agreement, dated as of June 1, 2003, among
Credit-Based Asset Servicing and Securitization LLC, Merrill Lynch Mortgage
Investors, Inc., Litton Loan Servicing LP and U.S. Bank National Association,
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB3, without
recourse."

         The Depositor herewith delivers to the Trustee executed copies of the
Mortgage Loan Purchase Agreement.

         Section 2.02 Acceptance by Trustee.

         The Trustee acknowledges the receipt of, subject to the provisions of
Section 2.01 and subject to the review described below and any exceptions noted
on the exception report described in the next paragraph below, the documents
referred to in Section 2.01 above and all

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other assets included in the definition of "Trust Fund" and declares that it
holds and will hold such documents and the other documents delivered to it
constituting a Mortgage File, and that it holds or will hold all such assets and
such other assets included in the definition of "Trust Fund" in trust for the
exclusive use and benefit of all present and future Certificateholders.

         The Trustee agrees, for the benefit of the Certificateholders, to
review (or cause the Custodian to review) each Mortgage File within 60 days
after the Closing Date (or, with respect to any document delivered after the
Startup Day, within 60 days of receipt and with respect to any Qualified
Substitute Mortgage, within 60 days after the assignment thereof) and to certify
(or cause the Custodian to certify) in substantially the form attached hereto as
Exhibit F-1 that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in the exception report annexed thereto as not being covered by such
certification), (i) all documents required to be delivered to it pursuant to
Section 2.01 of this Agreement are in its possession, (ii) such documents have
been reviewed by it and have not been mutilated, damaged or torn and relate to
such Mortgage Loan and (iii) based on its examination and only as to the
foregoing, the information set forth in the Mortgage Loan Schedule that
corresponds to items (1), (2), (3), (5), (13) and (26) (in the case of (26),
only as to whether there is a prepayment penalty) of the Mortgage Loan Schedule
accurately reflects information set forth in the Mortgage File. It is herein
acknowledged that, in conducting such review, the Trustee (or the Custodian, as
applicable) is under no duty or obligation to inspect, review or examine any
such documents, instruments, certificates or other papers to determine that they
are genuine, enforceable, or appropriate for the represented purpose or that
they have actually been recorded or that they are other than what they purport
to be on their face.

         Prior to the first anniversary date of this Agreement the Trustee shall
deliver (or cause the Custodian to deliver) to the Depositor and the Servicer a
final certification in the form annexed hereto as Exhibit F-2 evidencing the
completeness of the Mortgage Files, with any applicable exceptions noted
thereon.

         If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the Trustee
(or the Custodian, as applicable) finds any document or documents constituting a
part of a Mortgage File to be missing or defective in any material respect, at
the conclusion of its review the Trustee (upon its notification by the
Custodian) shall so notify the Seller, the Depositor and the Servicer. In
addition, upon the discovery by the Seller, Depositor, the Trustee or the
Servicer (or upon receipt by the Trustee of written notification of such breach)
of a breach of any of the representations and warranties made by the Seller in
the related Mortgage Loan Purchase Agreement in respect of any Mortgage Loan
which materially adversely affects such Mortgage Loan or the interests of the
related Certificateholders in such Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties.

         The Depositor and the Trustee intend that the assignment and transfer
herein contemplated constitute a sale of the Mortgage Loans and the Related
Documents, conveying good title thereto free and clear of any liens and
encumbrances, from the Depositor to the Trustee and that such property not be
part of the Depositor's estate or property of the Depositor in the event of any
insolvency by the Depositor. In the event that such conveyance is deemed to be,
or to be made as security for, a loan, the parties intend that the Depositor
shall be deemed to have

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granted and does hereby grant to the Trustee, on behalf of the Trust, a first
priority perfected security interest in all of the Depositor's right, title and
interest in and to the Mortgage Loans and the Related Documents, and that this
Agreement shall constitute a security agreement under applicable law.

         Section 2.03 Repurchase or Substitution of Mortgage Loans by the
Seller.

                  (a)      Upon discovery or receipt of written notice of any
materially defective document in, or that a document is missing from, a Mortgage
File or of the breach by the Seller of any representation, warranty or covenant
under the Mortgage Loan Purchase Agreement or in Section 2.04 in respect of any
Mortgage Loan which materially adversely affects the value of such Mortgage Loan
or the interest therein of the Certificateholders, the Trustee (or the
Custodian, as applicable) shall promptly notify the Seller, the Servicer and the
Trustee of such defect, missing document or breach and request that the Seller
deliver such missing document or cure such defect or breach within 120 days or
150 days following the Closing Date, in the case of missing Mortgages or
Assignments from the date the Seller was notified of such missing document,
defect or breach, and if the Seller does not deliver such missing document or
cure such defect or breach in all material respects during such period, the
Trustee shall enforce the Seller's obligation under the Mortgage Loan Purchase
Agreement and cause the Seller to repurchase such Mortgage Loan from the Trust
Fund at the Purchase Price on or prior to the Determination Date following the
expiration of such 120 day period (subject to Section 2.03(e)); provided that,
in connection with any such breach that could not reasonably have been cured
within such 120 day or 150 day period, if the Seller shall have commenced to
cure such breach within such 120 day or 150 day period, the Seller shall be
permitted to proceed thereafter diligently and expeditiously to cure the same
within the additional period provided under the Mortgage Loan Purchase
Agreement. The Purchase Price for the repurchased Mortgage Loan shall be
deposited in the Collection Account, and the Trustee, upon receipt of written
certification from the Servicer of such deposit, shall release to the Seller the
related Mortgage File and shall execute and deliver such instruments of transfer
or assignment, in each case without recourse, as the Seller shall furnish to it
and as shall be necessary to vest in the Seller any Mortgage Loan released
pursuant hereto and the Trustee shall have no further responsibility with regard
to such Mortgage File. In lieu of repurchasing any such Mortgage Loan as
provided above, the Seller may cause such Mortgage Loan to be removed from the
Trust Fund (in which case it shall become a Defective Mortgage Loan) and
substitute one or more Eligible Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(d). In addition to the
foregoing, in the case of a breach of the Seller's representation set forth in
Section 3.01(f) of the Mortgage Loan Purchase Agreement, the Seller shall
reimburse the Trust for all costs or damages incurred by the Trust as a result
of the violation of such law (such amount, the "Reimbursement Amount"). The
Reimbursement Amount shall be delivered to the Servicer for deposit into the
Collection Account within 10 days from the date the Seller was notified by the
Trustee of the amount of such costs and damages. It is understood and agreed
that the obligation of the Seller to pay the Reimbursement Amount and to either
cure or repurchase (or substitute for) any Mortgage Loan as to which a document
is missing, a material defect in a constituent document exists or as to which
such a breach has occurred and is continuing shall constitute the sole remedy
against the Seller respecting such omission, defect or breach available to the
Trustee and the Trustee on behalf of the Certificateholders.

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                  (b)      A Mortgage Loan that has an Arrearage cannot be
substituted for a Mortgage Loan that does not have an Arrearage.

                  (c)      Within 90 days of the earlier of discovery by the
Servicer or receipt of notice by the Servicer of the breach of any
representation, warranty or covenant of the Servicer set forth in Section 2.05
which materially and adversely affects the interests of the Certificateholders
in any Mortgage Loan, the Servicer shall cure such breach in all material
respects.

                  (d)      Any substitution of Eligible Substitute Mortgage
Loans for Defective Mortgage Loans made pursuant to Section 2.03(a) must be
effected prior to the last Business Day that is within two years after the
Closing Date. As to any Defective Mortgage Loan for which the Seller substitutes
a Eligible Substitute Mortgage Loan or Loans, such substitution shall be
effected by the Seller delivering to the Trustee for such Eligible Substitute
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, as are required by Section 2.01, together with an
Officers' Certificate providing that each such Eligible Substitute Mortgage Loan
satisfies the definition thereof and specifying the Substitution Adjustment
Amount (as described below), if any, in connection with such substitution. The
Trustee shall acknowledge receipt for such Eligible Substitute Mortgage Loan or
Loans and, within ten Business Days thereafter, shall review such documents as
specified in Section 2.02 and deliver (or cause the Custodian to deliver) to the
Servicer, with respect to such Eligible Substitute Mortgage Loan or Loans, a
certification substantially in the form attached hereto as Exhibit F-1, with any
applicable exceptions noted thereon. Within one year of the date of
substitution, the Trustee shall deliver (or cause the Custodian to deliver) to
the Servicer a certification substantially in the form of Exhibit F-2 hereto
with respect to such Eligible Substitute Mortgage Loan or Loans, with any
applicable exceptions noted thereon. Monthly Payments due with respect to
Eligible Substitute Mortgage Loans in the month of substitution are not part of
the Trust Fund and will be retained by the Seller. For the month of
substitution, distributions to Certificateholders will reflect the collections
and recoveries in respect of such Defective Mortgage Loan in the Collection
Period preceding the month of substitution and the Depositor or the Seller, as
the case may be, shall thereafter be entitled to retain all amounts subsequently
received in respect of such Defective Mortgage Loan. The Seller shall give or
cause to be given written notice to the Certificateholders that such
substitution has taken place, shall amend the Mortgage Loan Schedule to reflect
the removal of such Defective Mortgage Loan from the terms of this Agreement and
the substitution of the Eligible Substitute Mortgage Loan or Loans and shall
deliver a copy of such amended Mortgage Loan Schedule to the Trustee. Upon such
substitution, such Eligible Substitute Mortgage Loan or Loans shall constitute
part of the Mortgage Pool and shall be subject in all respects to the terms of
this Agreement and, in the case of a substitution effected by the Seller, the
Mortgage Loan Purchase Agreement, including, in the case of a substitution
effected by the Seller all applicable representations and warranties thereof
included in the Mortgage Loan Purchase Agreement and all applicable
representations and warranties thereof set forth in Section 2.04, in each case
as of the date of substitution.

         For any month in which the Seller substitutes one or more Eligible
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the Servicer
will determine the amount (the "Substitution Adjustment Amount"), if any, by
which the aggregate Purchase Price of all such

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<PAGE>

Defective Mortgage Loans exceeds the aggregate, as to each such Eligible
Substitute Mortgage Loan, of the principal balance thereof as of the date of
substitution, together with one month's interest on such principal balance at
the applicable Net Mortgage Interest Rate. On the date of such substitution, the
Seller will deliver or cause to be delivered to the Servicer for deposit in the
Collection Account an amount equal to the Substitution Adjustment Amount, if
any, and the Trustee, upon receipt of the related Eligible Substitute Mortgage
Loan or Loans and certification by the Servicer of such deposit, shall release
to the Seller the related 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
Defective 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 will 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 formed under this Agreement 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.

                  (e)      Upon discovery by the Seller, 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 shall repurchase or, subject to the
limitations set forth in Section 2.03(d), substitute one or more Eligible
Substitute 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. In addition, upon discovery that a Mortgage Loan is defective in
a manner that would cause it to be a "defective obligation" within the meaning
of Treasury regulations relating to REMICs, the Seller shall cure the defect or
make the required purchase or substitution no later than 90 days after the
discovery of the defect. Any such repurchase or substitution shall be made in
the same manner as set forth in Section 2.03(a), if made by the Seller. The
Trustee shall reconvey 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.

         Notwithstanding anything to the contrary contained herein, the parties
hereto acknowledge that the functions of the Trustee with respect to the
custody, acceptance, inspection and release of the Mortgage Files pursuant to
Sections 2.01, 2.02 and 2.03 and preparation and delivery of the certifications
in the form of Exhibit F-1 and Exhibit F-2 shall be performed by the Custodian
pursuant to the terms and conditions of the Custodial Agreement. The fees and
expenses of the Custodian shall be paid by the Servicer.

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         Section 2.04 Representations and Warranties of the Seller with Respect
to the Mortgage Loans.

         The Seller hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that as of the Closing Date or as of such
other date specifically provided herein:

                  (a)      The representations and warranties made by the Seller
pursuant to Section 3.01 of the Mortgage Loan Purchase Agreement are hereby
being made to the Trustee and are true and correct as of the Closing Date.

                  (b)      Any written agreement between the Mortgagor in
respect of a Mortgage Loan and the Servicer modifying such Mortgagor's
obligation to make payments under the Mortgage Loan (such modified Mortgage
Loan, a "Modified Mortgage Loan") involved the application of the Seller's
underwriting standards or some assessment of the Mortgagor's ability to repay
the Modified Mortgage Loan.

         With respect to the representations and warranties set forth in this
Section 2.04 that are made to the best of the Seller's knowledge or as to which
the Seller has no knowledge, if it is discovered by the Depositor, the Seller,
the Servicer 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 or the interest therein of the
Certificateholders then, notwithstanding the Seller's lack of knowledge with
respect to the substance of such representation and warranty being inaccurate at
the time the representation or warranty was made, such inaccuracy shall be
deemed a breach of the applicable representation or warranty.

         Upon discovery by the Depositor, the Seller, the Servicer or the
Trustee of a breach of any of the representations and warranties contained in
this Section that materially and adversely affects the value of any Mortgage
Loan or the interest therein of the Certificateholders, the party discovering
the breach shall give prompt written notice to the others and in no event later
than two Business Days from the date of such discovery. Within ninety days of
its discovery or its receipt of notice of any such missing or materially
defective documentation or any such breach of a representation or warranty, the
Seller shall promptly deliver such missing document or cure such defect or
breach in all material respects, or in the event such defect or breach cannot be
cured, the Seller shall repurchase the affected Mortgage Loan or cause the
removal of such Mortgage Loan from the Trust Fund and substitute for it one or
more Eligible Substitute Mortgage Loans, in either case, in accordance with
Section 2.03.

         It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the Mortgage Files to the
Trustee and shall inure to the benefit of the Certificateholders notwithstanding
any restrictive or qualified endorsement or assignment. It is understood and
agreed that the obligations of the Seller set forth in Section 2.03(a) to cure,
substitute for or repurchase a Mortgage Loan pursuant to the Mortgage Loan
Purchase Agreement and to reimburse the Trust the Reimbursement Amount,
constitute the sole remedies available to the Certificateholders or to the
Trustee on their behalf respecting a breach of the representations and
warranties contained in this Section 2.04.

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         Section 2.05 Representations, Warranties and Covenants of the Servicer.

         The Servicer hereby represents, warrants and covenants to the Trustee,
for the benefit of each of the Trustee and the Certificateholders and to the
Depositor that as of the Closing Date or as of such date specifically provided
herein:

                           (i)      The Servicer is duly organized, validly
existing, and in good standing under the laws of the jurisdiction of its
formation and has all licenses necessary to carry on its business as now being
conducted, except for such licenses, certificates and permits the absence of
which, individually or in the aggregate, would not have a material adverse
effect on the ability of the Servicer to conduct its business as it is presently
conducted, and is licensed, qualified and in good standing in the states where
the Mortgaged Property is located if the laws of such state require licensing or
qualification in order to conduct business of the type conducted by the Servicer
or to ensure the enforceability or validity of each Mortgage Loan; the Servicer
has the power and authority to execute and deliver this Agreement and to perform
in accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant to
this Agreement) by the Servicer and the consummation of the transactions
contemplated hereby have been duly and validly authorized; this Agreement
evidences the valid, binding and enforceable obligation of the Servicer, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the enforcement of creditors' rights generally; and all
requisite corporate action has been taken by the Servicer to make this Agreement
valid and binding upon the Servicer in accordance with its terms;

                           (ii)     The consummation of the transactions
contemplated by this Agreement are in the ordinary course of business of the
Servicer and will not result in the breach of any term or provision of the
certificate of formation or the partnership agreement of the Servicer or result
in the breach of any term or provision of, or conflict with or constitute a
default under or result in the acceleration of any obligation under, any
agreement, indenture or loan or credit agreement or other instrument to which
the Servicer or its property is subject, or result in the violation of any law,
rule, regulation, order, judgment or decree to which the Servicer or its
property is subject;

                           (iii)    The Servicer is an approved seller/servicer
of conventional mortgage loans for Fannie Mae, and is an FHA Approved Mortgagee
in good standing to service mortgages, is a VA Approved Lender and has not been
suspended as a mortgagee or servicer by the FHA or VA and has the facilities,
procedures and experienced personnel necessary for the sound servicing of
mortgage loans of the same type as the Mortgage Loans. The Servicer is, and
shall remain for as long as it is servicing the Mortgage Loans hereunder, in
good standing as a FHA Approved Mortgagee and a VA Approved Lender and to
service mortgage loans for HUD, Fannie Mae or Freddie Mac, and no event has
occurred, including but not limited to a change in insurance coverage, which
would make the Servicer unable to comply with HUD, Fannie Mae, Freddie Mac, FHA
or VA eligibility requirements or which would require notification to any of
HUD, Fannie Mae, Freddie Mac, FHA or VA;

                           (iv)     This Agreement, and all documents and
instruments contemplated hereby which are executed and delivered by the
Servicer, constitute and will constitute valid,

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<PAGE>

legal and binding obligations of the Servicer, enforceable in accordance with
their respective terms, except as the enforcement thereof may be limited by
applicable bankruptcy laws and general principles of equity;

                           (v)      The Servicer does not believe, nor does it
have any reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement;

                           (vi)     There is no action, suit, proceeding or
investigation pending or, to its knowledge, threatened against the Servicer
that, either individually or in the aggregate, may result in any material
adverse change in the business, operations, financial condition, properties or
assets of the Servicer, or in any material impairment of the right or ability of
the Servicer to carry on its business substantially as now conducted, or in any
material liability on the part of the Servicer, or that would draw into question
the validity or enforceability of this Agreement or of any action taken or to be
taken in connection with the obligations of the Servicer contemplated herein, or
that would be likely to impair materially the ability of the Servicer to perform
under the terms of this Agreement;

                           (vii)    No consent, approval or order of any court
or governmental agency or body is required for the execution, delivery and
performance by the Servicer of or compliance by the Servicer with this Agreement
or the consummation of the transactions contemplated by this Agreement, except
for such consents, approvals, authorizations and orders, if any, that have been
obtained;

                           (viii)   Neither this Agreement nor any information,
certificate of an officer, statement furnished in writing or report delivered to
the Trustee by the Servicer in connection with the transactions contemplated
hereby contains or will contain any untrue statement of a material fact or omits
or will omit to state a material fact necessary in order to make the statements
contained therein, in light of the circumstances under which they were made, not
misleading; and

                           (ix)     The Servicer has fully furnished in
accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information on the Mortgagor credit files to Equifax,
Experian and Trans Union Credit Information Company on a monthly basis.

         It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive delivery of the Mortgage
Files to the Trustee and shall inure to the benefit of the Trustee, the
Depositor and the Certificateholders. Upon discovery by any of the Depositor,
the Servicer, the Seller or the Trustee of a breach of any of the foregoing
representations, warranties and covenants which materially and adversely affects
the value of any Mortgage Loan or the interests therein of the
Certificateholders, the party discovering such breach shall give prompt written
notice (but in no event later than two Business Days following such discovery)
to the other parties hereto.

         Section 2.06 Representations and Warranties of the Depositor.

         The Depositor represents and warrants to the Trust and the Trustee on
behalf of the Certificateholders as follows:

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                           (i)      This agreement constitutes a legal, valid
and binding obligation of the Depositor, enforceable against the Depositor in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect affecting the enforcement of creditors' rights in general
and except as such enforceability may be limited by general principles of equity
(whether considered in a proceeding at law or in equity);

                           (ii)     Immediately prior to the sale and assignment
by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan,
the Depositor had good and marketable title to each Mortgage Loan (insofar as
such title was conveyed to it by the Seller) subject to no prior lien, claim,
participation interest, mortgage, security interest, pledge, charge or other
encumbrance or other interest of any nature;

                           (iii)    As of the Closing Date, the Depositor has
transferred all right, title interest in the Mortgage Loans to the Trustee on
behalf of the Trust;

                           (iv)     The Depositor has not transferred the
Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder,
delay or defraud any of its creditors;

                           (v)      The Depositor has been duly incorporated and
is validly existing as a corporation in good standing under the laws of the
State of Delaware, with full corporate power and authority to own its assets and
conduct its business as presently being conducted;

                           (vi)     The Depositor is not in violation of its
certificate of incorporation or by-laws or in default in the performance or
observance of any material obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan agreement, note, lease or
other instrument to which the Depositor is a party or by which it or its
properties may be bound, which default might result in any material adverse
changes in the financial condition, earnings, affairs or business of the
Depositor or which might materially and adversely affect the properties or
assets, taken as a whole, of the Depositor;

                           (vii)    The execution, delivery and performance of
this Agreement by the Depositor, and the consummation of the transactions
contemplated thereby, do not and will not result in a material breach or
violation of any of the terms or provisions of, or, to the knowledge of the
Depositor, constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Depositor is a
party or by which the Depositor is bound or to which any of the property or
assets of the Depositor is subject, nor will such actions result in any
violation of the provisions of the certificate of incorporation or by-laws of
the Depositor or, to the best of the Depositor's knowledge without independent
investigation, any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Depositor or any of its
properties or assets (except for such conflicts, breaches, violations and
defaults as would not have a material adverse effect on the ability of the
Depositor to perform its obligations under this Agreement);

                           (viii)   To the best of the Depositor's knowledge
without any independent investigation, no consent, approval, authorization,
order, registration or qualification of or with any court or governmental agency
or body of the United States or any other jurisdiction is

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required for the issuance of the Certificates, or the consummation by the
Depositor of the other transactions contemplated by this Agreement, except such
consents, approvals, authorizations, registrations or qualifications as (a) may
be required under State securities or Blue Sky laws, (b) have been previously
obtained or (c) the failure of which to obtain would not have a material adverse
effect on the performance by the Depositor of its obligations under, or the
validity or enforceability of, this Agreement; and

                           (ix)     There are no actions, proceedings or
investigations pending before or, to the Depositor's knowledge, threatened by
any court, administrative agency or other tribunal to which the Depositor is a
party or of which any of its properties is the subject: (a) which if determined
adversely to the Depositor would have a material adverse effect on the business,
results of operations or financial condition of the Depositor; (b) asserting the
invalidity of this Agreement or the Certificates; (c) seeking to prevent the
issuance of the Certificates or the consummation by the Depositor of any of the
transactions contemplated by this Agreement, as the case may be; (d) which might
materially and adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability of, this Agreement.

         Section 2.07 Issuance of Certificates and the Uncertificated Regular
Interests.

         The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery to it (or the Custodian, as bailee and Custodian of the Trustee) of
the Mortgage Files, subject to the provisions of Sections 2.01 and 2.02, and the
Trustee acknowledges the assignment to it of all other assets included in the
Trust Fund, receipt of which is hereby acknowledged. Concurrently with such
assignment and delivery and in exchange therefor, the Trustee, pursuant to the
Written Order to Authenticate executed by an officer of the Depositor, has
executed, and the Certificate Registrar has authenticated and delivered to or
upon the order of the Depositor, the Certificates (other than the Class X and
Residual Certificates) in minimum dollar denominations or $25,000 and integral
dollar multiples of $1 in excess. The Class X and Class R Certificates are
issuable only in minimum Percentage Interests of 10%. The Class R-X Certificates
are issuable only in minimum Percentage Interests of 50%. The Trustee
acknowledges the issuance of the uncertificated REMIC 1 Regular Interests, the
uncertificated REMIC 2 Regular Interests, the uncertificated REMIC 3 Regular
Interests, the uncertificated REMIC 4 Regular Interests, the uncertificated
REMIC 5 Regular Interests, the uncertificated REMIC 6 Regular Interests, the
uncertificated REMIC 7 Regular Interests and the uncertificated REMIC 8 Regular
Interests and declares that it holds the REMIC 1 Regular Interests as assets of
REMIC 2, the REMIC 2 Regular Interests (other than the REMIC 2 IO Interests) as
assets of REMIC 3, the REMIC 3 Regular Interests and the REMIC 2 IO Interests as
assets of REMIC 4, the REMIC 4 X/N Interest as the asset of REMIC 5, the REMIC 4
B-1 Interest as the asset of REMIC 6, the REMIC 4 B-2 Interest as the asset of
REMIC 7 and the REMIC 4 B-3 Interest as the asset of REMIC 8. The Trustee
acknowledges the issuance of the uncertificated REMIC 5 X/N Interest, beneficial
ownership of which is evidenced by the Class X/N Interest, and declares that it
holds the same as assets of the Grantor Trust on behalf of the Holders of the
Class N and Class X Certificates. The interests evidenced by the Certificates
constitute the entire beneficial ownership interest in the Trust Fund.

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         Section 2.08 Representations and Warranties of the Seller.

         The Seller hereby represents and warrants to the Trust and the Trustee
on behalf of the Certificateholders that as of the Closing Date or as of such
date specifically provided herein:

                           (i)      The Seller is duly organized, validly
existing and in good standing as a limited liability company under the laws of
the State of Delaware and has the power and authority to own its assets and to
transact the business in which it is currently engaged. The Seller is duly
qualified to do business and is in good standing in each jurisdiction in which
the character of the business transacted by it or properties owned or leased by
it requires such qualification and in which the failure to so qualify would have
a material adverse effect on (a) its business, properties, assets or condition
(financial or other), (b) the performance of its obligations under this
Agreement, (c) the value or marketability of the Mortgage Loans, or (d) its
ability to foreclose on the related Mortgaged Properties.

                           (ii)     The Seller has the power and authority to
make, execute, deliver and perform this Agreement and to consummate all of the
transactions contemplated hereunder and has taken all necessary action to
authorize the execution, delivery and performance of this Agreement. When
executed and delivered, this Agreement will constitute the Seller's legal, valid
and binding obligations enforceable in accordance with its terms, except as
enforcement of such terms may be limited by (1) bankruptcy, insolvency,
reorganization, receivership, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by the availability of equitable
remedies, (2) general equity principles (regardless of whether such enforcement
is considered in a proceeding in equity or at law) or (3) public policy
considerations underlying the securities laws, to the extent that such policy
considerations limit the enforceability of the provisions of this Agreement
which purport to provide indemnification from securities laws liabilities.

                           (iii)    The Seller holds all necessary licenses,
certificates and permits from all governmental authorities necessary for
conducting its business as it is presently conducted, except for such licenses,
certificates and permits the absence of which, individually or in the aggregate,
would not have a material adverse effect on the ability of the Seller to conduct
its business as it is presently conducted. It is not required to obtain the
consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement, except for such consents, licenses, approvals
or authorizations, or registrations or declarations as shall have been obtained
or filed, as the case may be, prior to the Closing Date.

                           (iv)     The execution, delivery and performance of
this Agreement by the Seller will not conflict with or result in a breach of, or
constitute a default under, any provision of any existing law or regulation or
any order or decree of any court applicable to the Seller or any of its
properties or any provision of its Limited Liability Company Agreement, or
constitute a material breach of, or result in the creation or imposition of any
lien, charge or encumbrance upon any of its properties pursuant to any mortgage,
indenture, contract or other agreement to which it is a party or by which it may
be bound.

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                           (v)      No certificate of an officer, written
statement or report delivered pursuant to the terms hereof by the Seller
contains any untrue statement of a material fact or omits to state any material
fact necessary to make the certificate, statement or report not misleading.

                           (vi)     The transactions contemplated by this
Agreement are in the ordinary course of the Seller's business.

                           (vii)    The Seller is not insolvent, nor will the
Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor,
nor is the Seller aware of any pending insolvency.

                           (viii)   The Seller is not in violation of, and the
execution and delivery of this Agreement by it and its performance and
compliance with the terms of this Agreement will not constitute a violation with
respect to any order or decree of any court, or any order or regulation of any
federal, state, municipal or governmental agency having jurisdiction, which
violation would materially and adversely affect the Seller's condition
(financial or otherwise) or operations or any of the Seller's properties, or
materially and adversely affect the performance of any of its duties hereunder.

                           (ix)     There are no actions or proceedings against,
or investigations of, the Seller pending or, to its knowledge, threatened,
before any court, administrative agency or other tribunal (i) that, if
determined adversely, would prohibit the Seller from entering into this
Agreement, (ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or (iii) that, if determined adversely, would
prohibit or materially and adversely affect the Seller's performance of any of
its respective obligations under, or the validity or enforceability of, this
Agreement.

                           (x)      The Seller did not transfer the Mortgage
Loans to the Depositor with any intent to hinder, delay or defraud any of its
creditors.

                           (xi)     The Seller acquired title to the Mortgage
Loans in good faith, without notice of any adverse claims.

                           (xii)    The transfer, assignment and conveyance of
the Mortgage Notes and the Mortgages by the Seller to the Depositor are not
subject to the bulk transfer laws or any similar statutory provisions in effect
in any applicable jurisdiction.

         Section 2.09 Covenants of the Seller.

                  (a)      The Seller hereby covenants that except for the
transfer hereunder, the Seller will not sell, pledge, assign or transfer to any
other Person, or grant, create, incur, assume or suffer to exist any lien on any
Mortgage Loan, or any interest therein; the Seller will notify the Trustee, as
assignee of the Depositor, of the existence of any lien on any Mortgage Loan
immediately upon discovery thereof, and the Seller will defend the right, title
and interest of the Trust, as assignee of the Depositor, in, to and under the
Mortgage Loans, against all claims of third parties claiming through or under
the Seller; provided, however, that nothing in this Section 2.09 shall prevent
or be deemed to prohibit the Seller from suffering to exist upon any of the

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Mortgage Loans any liens for municipal or other local taxes and other
governmental charges if such taxes or governmental charges shall not at the time
be due and payable or if the Seller shall currently be contesting the validity
thereof in good faith by appropriate proceedings and shall have set aside on its
books adequate reserves with respect thereto.

                  (b)      The Seller hereby covenants that neither it nor any
Affiliate of the Seller will directly solicit any Mortgagor hereunder to
refinance the related Mortgage Loan. For the purposes of the foregoing, neither
the Seller nor any Affiliate of the Seller shall be deemed to directly solicit
any Mortgagor if the Seller responds to a request from a Mortgagor regarding a
refinancing or if the Mortgagor receives marketing materials which are generally
disseminated.

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF THE TRUST FUND

         Section 3.01 Servicer to Act as Servicer.

         The Servicer, as independent contract servicer, shall service and
administer the Mortgage Loans in accordance with this Agreement and the normal
and usual standards of practice of prudent mortgage servicers, and shall have
full power and authority, acting alone, to do or cause to be done any and all
things in connection with such servicing and administration which the Servicer
may deem necessary or desirable and consistent with the terms of this Agreement
including, in the case of FHA Loans and VA Loans, taking all actions that a
mortgagee is permitted or required to take by the FHA or the VA, as the case may
be (the "Servicing Standards").

         Consistent with the terms of this Agreement, the Servicer may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Servicer's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Certificateholders; provided, however, that the Servicer shall not make future
advances and (unless the Mortgagor is in default with respect to the Mortgage
Loan or such default is, in the judgment of the Servicer, reasonably
foreseeable) the Servicer shall not permit any modification with respect to any
Mortgage Loan that would (i) change the Mortgage Interest Rate, defer or forgive
the payment thereof of any principal or interest payments, reduce the
outstanding principal amount (except for actual payments of principal) or extend
the final maturity date with respect to such Mortgage Loan, (ii) in the case of
FHA Loans and VA Loans, affect the FHA Insurance Contract or VA Guaranty
Agreement, as the case may be, with respect to such Mortgage Loan, (iii) affect
adversely the status of any REMIC constituting part of the Trust Fund as a REMIC
or (iv) cause any REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions. Notwithstanding the foregoing,
the Servicer shall not permit any modification with respect to any Mortgage Loan
that would both (x) effect an exchange or reissuance of such Mortgage Loan under
Section 1.860G-2(b) of the Treasury Regulations and (y) cause any REMIC
constituting part of the Trust Fund to fail to qualify as a REMIC under the Code
or the imposition of any tax on "prohibited transactions" or "contributions"
after the Startup Day under the REMIC Provisions. Without

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limiting the generality of the foregoing, the Servicer shall continue, and is
hereby authorized and empowered to execute and deliver on behalf of itself, and
the Trustee, all instruments of satisfaction or cancellation, or of partial or
full release, discharge and all other comparable instruments, with respect to
the Mortgage Loans and with respect to the Mortgaged Property. The Servicer
shall make all required Servicing Advances and shall service and administer the
Mortgage Loans in accordance with Applicable Regulations, and shall provide to
the Mortgagors any reports required to be provided to them thereby. If
reasonably required by the Servicer, the Trustee shall furnish the Servicer with
any powers of attorney and other documents necessary or appropriate to enable
the Servicer to carry out its servicing and administrative duties under this
Agreement.

         In servicing and administering FHA Loans and VA Loans, the Servicer
shall comply strictly with the National Housing Act, the FHA Regulations, the
Servicemen's Readjustment Act and the VA Regulations and administrative
guidelines issued thereunder or pursuant thereto (insofar as the same apply to
any Mortgage Loan) and, to the extent permitted hereunder, promptly discharge
all of the obligations of the mortgagee thereunder and under each Mortgage
including the timely giving of notices, the essence hereof being that the full
benefits of each FHA Insurance Contract and VA Guaranty Agreement inure to the
Trustee, on behalf of the Certificateholders.

         In servicing and administering the Mortgage Loans, the Servicer shall
employ procedures including collection procedures and exercise the same care
that it customarily employs and exercises in servicing and administering
mortgage loans for its own account giving due consideration to accepted mortgage
servicing practices of prudent lending institutions, the FHA Insurance Contracts
and the VA Guaranty Agreements, where applicable, and the Certificateholders'
reliance on the Servicer.

         The Servicer shall give prompt notice to the Trustee of any action, of
which the Servicer has actual knowledge, which action purports to (i) assert a
claim against the Trust Fund or (ii) assert jurisdiction over the Trust Fund.

         Notwithstanding anything in this Agreement to the contrary, in the
event of a Principal Prepayment in full of a Mortgage Loan, the Servicer may not
waive any prepayment penalty or portion thereof required by the terms of the
related Mortgage Note unless (i) the Servicer determines that such waiver would
maximize recovery of Liquidation Proceeds for such Mortgage Loan, taking into
account the value of such prepayment penalty, or (ii) (A) the enforceability
thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership, or
other similar law relating to creditors' rights generally or (2) due to
acceleration in connection with a foreclosure or other involuntary payment, or
(B) the enforceability is otherwise limited or prohibited by applicable law. In
the event of a Principal Prepayment in full with respect to any Mortgage Loan,
the Servicer shall deliver to the Trustee an Officer's Certificate substantially
in the form of Exhibit Q no later than the third Business Day following the
immediately succeeding Determination Date with a copy to the Class X
Certificateholder. If the Servicer has waived or does not collect all or a
portion of a prepayment penalty relating to a Principal Prepayment in full due
to any action or omission of the Servicer, other than as provided above, the
Servicer shall, within 90 days of the date on which the Principal Prepayment in
full is remitted to the Trustee, deliver to the Trustee the amount of such
prepayment penalty (or such portion thereof as had

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been waived for deposit) into the Distribution Account for distribution in
accordance with the terms of this Agreement.

         The Trustee shall prepare and deliver to the Depositor and the owner of
the Class N and Class X Certificates, on a monthly basis, a statement setting
forth the amounts received with respect to prepayment penalties.

         Section 3.02 Collection of Mortgage Loan Payments.

         Continuously from the date hereof until the principal and interest on
all Mortgage Loans are paid in full, the Servicer will diligently collect all
payments due under each Mortgage Loan when the same shall become due and payable
and shall, to the extent such procedures shall be consistent with this Agreement
and the terms and provisions of any related Primary Insurance Policy and
Applicable Regulations, follow such collection procedures as it follows with
respect to mortgage loans comparable to the Mortgage Loans and held for its own
account. Further, the Servicer will take special care in ascertaining and
estimating annual ground rents, taxes, assessments, water rates, fire and hazard
insurance premiums, mortgage insurance premiums, and all other charges that, as
provided in the Mortgage, will become due and payable to that end that the
installments payable by the Mortgagors will be sufficient to pay such charges as
and when they become due and payable.

         Section 3.03 Realization Upon Defaulted Mortgage Loans.

         In the event that any payment due under any Conventional Mortgage Loan
is not paid when the same becomes due and payable, or in the event the Mortgagor
fails to perform any other covenant or obligation under the Mortgage Loan and
such failure continues beyond any applicable grace period, the Servicer shall
take such action as it shall deem to be in the best interest of the
Certificateholders. In the event that any payment due under any FHA Loan becomes
delinquent, the Servicer shall take all such actions as are in the best
interests of the Certificateholders and permitted under any applicable FHA loss
mitigation proceedings, including, but not limited to, requesting the FHA to
accept an assignment of such FHA Loan, and, upon the Servicer's determination
that foreclosure is in the best interest of the Certificateholders, commencing
foreclosure proceedings. With respect to each VA Loan, the Servicer shall
diligently seek to mitigate losses by utilizing all remedies available in the VA
Regulations. With respect to any defaulted Mortgage Loan, the Servicer shall
have the right to review the status of the related forbearance plan and, subject
to the second paragraph of Section 3.01, may modify such forbearance plan;
including, extending the Mortgage Loan repayment date for a period of one year
or reducing the Loan Rate up to 50 basis points.

         In connection with a foreclosure or other conversion, the Servicer
shall exercise such rights and powers vested in it hereunder and use the same
degree of care and skill in its exercise as prudent mortgage servicers would
exercise or use under the circumstances in the conduct of their own affairs and
consistent with Applicable Regulations and the servicing standards set forth in
the Fannie Mae Guide, including, without limitation, advancing funds for the
payment of taxes and insurance premiums with respect to first lien Mortgage
Loans.

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         Notwithstanding the foregoing provisions of this Section 3.03, with
respect to any Mortgage Loan as to which the Servicer has received actual notice
of, or has actual knowledge of, the presence of any toxic or hazardous substance
on the related Mortgaged Property, the Servicer shall not either (i) obtain
title to such Mortgaged Property as a result of or in lieu of foreclosure or
otherwise, or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property if, as a result of any such action, the
Trust Fund would be considered to hold title to, to be a mortgagee-in-possession
of, or to be an owner or operator of such Mortgaged Property within the meaning
of the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended from time to time, or any comparable law, unless the Servicer
has also previously determined, based on its reasonable judgment and a prudent
report prepared by a Person who regularly conducts environmental audits using
customary industry standards, that:

         A.       such Mortgaged Property is in compliance with applicable
environmental laws or, if not, that it would be in the best economic interest of
the Certificateholders to take such actions as are necessary to bring the
Mortgaged Property into compliance therewith; and

         B.       there are no circumstances present at such Mortgaged Property
relating to the use, management or disposal of any hazardous substances,
hazardous materials, hazardous wastes, or petroleum-based materials for which
investigation, testing, monitoring, containment, clean-up or remediation could
be required under any federal, state or local law or regulation, or that if any
such materials are present for which such action could be required, that it
would be in the best economic interest of the Certificateholders to take such
actions with respect to the affected Mortgaged Property.

         The cost of the environmental audit report contemplated by this Section
3.03 shall be advanced by the Servicer, subject to the Servicer's right to be
reimbursed therefor from the Collection Account as provided in Section 3.05(ii).

         If the Servicer determines, as described above, that it is in the best
economic interest of the Certificateholders to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials affecting any such Mortgaged Property, then
the Servicer shall take such action as it deems to be in the best economic
interest of the Certificateholders. The cost of any such compliance,
containment, cleanup or remediation shall be advanced by the Servicer, subject
to the Servicer's right to be reimbursed therefor from the Collection Account as
provided in Section 3.05(ii).

         Section 3.04 Collection Account and Distribution Account.

                  (a)      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 and shall establish and maintain one or
more Collection Accounts. Each Collection Account shall be an Eligible Account.

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         The Servicer shall deposit in the Collection Account on a daily basis
within two Business Days of receipt, and retain therein, the following payments
and collections received or made by it after the Cut-off Date with respect to
the Mortgage Loans:

                           (i)      all payments on account of principal,
including Principal Prepayments, on the Mortgage Loans;

                           (ii)     all payments on account of interest on the
Mortgage Loans adjusted to the Mortgage Interest Rate less the Servicing Fee
Rate;

                           (iii)    all proceeds from a Cash Liquidation;

                           (iv)     all Insurance Proceeds including amounts
required to be deposited pursuant to Section 3.10, other than proceeds to be
held in the Escrow Account and applied to the restoration or repair of the
Mortgaged Property or released to the Mortgagor in accordance with the
Servicer's normal servicing procedures, the loan documents or applicable law;

                           (v)      all Condemnation Proceeds affecting any
Mortgaged Property which are not released to the Mortgagor in accordance with
the Servicer's normal servicing procedures, the loan documents or applicable
law; and

                           (vi)     any amounts required to be deposited by the
Servicer in connection with any REO Property pursuant to Section 3.13.

         Any interest paid on funds deposited in the Collection Account, subject
to Section 3.25, shall accrue to the benefit of the Servicer and the Servicer
shall be entitled to retain and withdraw such interest from the Collection
Account pursuant to Section 3.05(v). The foregoing requirements for deposit from
the Collection Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late
payment charges, prepayment charges that are not prepayment penalties, and
assumption fees need not be deposited by the Servicer in the Collection Account.

                  (b)      On behalf of the Trust Fund, the Trustee shall
establish and maintain one or more accounts (such account or accounts, the
"Distribution Account"), held in trust for the benefit of the
Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to
the Trustee in immediately available funds for deposit in the Distribution
Account by the close of business New York time on the Servicer Remittance Date,
that portion of the Available Funds (calculated without regard to the references
in the definition thereof to amounts that may be deposited to the Distribution
Account from a different source as provided herein) then on deposit in the
Collection Account. Amounts in the Distribution Account shall be deemed to be
held on behalf of the related REMICs and the Grantor Trust in accordance with
the REMIC distributions set forth in Section 4.08.

                  (c)      Funds in the Collection Account and the Distribution
Account may be invested in Permitted Investments in accordance with the
provisions set forth in Section 3.25. The Servicer shall give notice to the
Trustee certifying the location of the Collection Account maintained by it when
established and prior to any change thereof. The Trustee shall give notice

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to the Servicer and the Depositor of the location of the Distribution Account
when established and prior to any change thereof.

                  (d)      In the event the Servicer shall deliver to the
Trustee for deposit in the Distribution Account any amount not required to be
deposited therein, it may at any time request that the Trustee withdraw such
amount from the Distribution Account and remit to the Servicer any such amount,
any provision herein to the contrary notwithstanding. In addition, the Servicer
shall deliver to the Trustee from time to time for deposit, and the Trustee
shall so deposit, in the Distribution Account in respect of REMIC 1:

                           (i)      any Advances, as required pursuant to
Section 4.07;

                           (ii)     any Stayed Funds, as soon as permitted by
the federal bankruptcy court having jurisdiction in such matters;

                           (iii)    any prepayment penalties or amounts in
connection with the waiver of such prepayment penalties, in each case required
to be deposited pursuant to Section 3.01;

                           (iv)     any amounts required to be deposited in the
Distribution Account pursuant to Sections 2.03, 3.04, 3.15, 3.16, 3.23 or 4.07;
and

                           (v)      any amounts required to be deposited by the
Servicer pursuant to Section 3.11 in connection with the deductible clause in
any blanket hazard insurance policy, such deposit being made from the Servicer's
own funds, without reimbursement therefor.

                  (e)      Promptly upon receipt of any Stayed Funds, whether
from the Servicer, a trustee in bankruptcy, or federal bankruptcy court or other
source, the Trustee shall notify the Servicer of such receipt and deposit such
funds in the Distribution Account, subject to withdrawal thereof as permitted
hereunder.

         Section 3.05 Permitted Withdrawals From the Collection Account.

         The Servicer may, from time to time, withdraw from the Collection
Account for the following purposes:

                           (i)      to remit to the Trustee for deposit in the
Distribution Account the amounts required to be so remitted pursuant to Section
3.04(b) or permitted to be so remitted pursuant to the first sentence of Section
3.04(d) or clause (i) of first sentence of the second paragraph of Section
4.07(b);

                           (ii)     to reimburse itself for Advances and
Servicing Advances; the Servicer's right to reimburse itself pursuant to this
subclause (ii) being limited to amounts received on the related Mortgage Loan
which represent payments of (a) principal and/or interest respecting which any
such Advance was made or (b) Condemnation Proceeds, Insurance Proceeds or
Liquidation Proceeds respecting which any such Servicing Advance was made or
from amounts held from time to time in the Collection Account to the extent such
amounts are not then required to be distributed;

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                           (iii)    to reimburse itself for unreimbursed
Servicing Advances, any unpaid Servicing Fees and for unreimbursed Advances to
the extent that such amounts are deemed to be Nonrecoverable Advances, and to
reimburse itself for such amounts to the extent that such amounts are
nonrecoverable from the disposition of REO Property pursuant to Section 3.03 or
Section 3.13 hereof;

                           (iv)     to reimburse itself for any amounts paid
pursuant to Section 3.03 (and not otherwise previously reimbursed);

                           (v)      to pay to itself as servicing compensation
(a) any interest earned on funds in the Collection Account (all such interest to
be withdrawn monthly not later than each Servicer Remittance Date) and (b) the
Servicing Fee from that portion of any payment or recovery as to interest to a
particular Mortgage Loan to the extent not retained pursuant to Section
3.04(ii);

                           (vi)     to pay or reimburse itself for any amounts
payable or paid pursuant to Section 3.26 or Section 6.03 (and not otherwise
previously reimbursed) and to reimburse itself as set forth in Section 9.01(c);
and

                           (vii)    to clear and terminate the Collection
Account upon the termination of this Agreement.

         The foregoing requirements for withdrawal from the Collection Account
shall be exclusive. In the event the Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from the Collection Account, any provision herein to the
contrary notwithstanding.

         Section 3.06 Establishment of Escrow Account; Deposits in Escrow
Account.

         The Servicer shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan which constitute Escrow Payments separate and
apart from any of its own funds and general assets and shall establish and
maintain one or more Escrow Accounts, in the form of time deposit or demand
accounts. A copy of such letter agreement shall be furnished to the Trustee upon
request. The Escrow Account shall be an Eligible Account.

         The Servicer shall deposit in the Escrow Account on a daily basis
within two Business Days of receipt, and retain therein, (i) all Escrow Payments
collected on account of the Mortgage Loans, for the purpose of effecting timely
payment of any such items as required under the terms of this Agreement, and
(ii) all Insurance Proceeds which are to be applied to the restoration or repair
of any Mortgaged Property. The Servicer shall make withdrawals therefrom only to
effect such payments as are required under this Agreement, and for such other
purposes as shall be set forth in, or in accordance with, Section 3.07. The
Servicer shall be entitled to retain any interest paid on funds deposited in the
Escrow Account by the depository institution other than interest on escrowed
funds required by law to be paid to the Mortgagor and, to the extent required by
the related Mortgage Loan or Applicable Regulations, the Servicer shall pay
interest on escrowed funds to the Mortgagor notwithstanding that the Escrow
Account is non-interest bearing or that interest paid thereon is insufficient
for such purposes.

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         Section 3.07 Permitted Withdrawals From Escrow Account.

         Withdrawals from the Escrow Account may be made by the Servicer (i) to
effect timely payments of ground rents, taxes, assessments, water rates, fire,
flood and hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, and comparable items, (ii) to reimburse the Servicer for any
Servicing Advance made by the Servicer with respect to a related Mortgage Loan
but only from amounts received on the related Mortgage Loan which represent late
payments or Late Collections of Escrow Payments thereunder, (iii) to refund to
the Mortgagor any funds as may be determined to be overages, (iv) for transfer
to the Collection Account in accordance with the terms of this Agreement, (v)
for application to restoration or repair of the Mortgaged Property, (vi) to pay
to the Servicer, or to the Mortgagor to the extent required by the related
Mortgage Loan or Applicable Regulations, any interest paid on the funds
deposited in the Escrow Account, (vii) to clear and terminate the Escrow Account
on the termination of this Agreement, (viii) to transfer to the Collection
Account any insurance proceeds, or (ix) in the case of FHA Loans and VA Loans,
for transfer to the Collection Account, fire and hazard insurance proceeds and
Escrow Payments with respect to any Mortgage Loan where the FHA or VA, as the
case may be, has directed application of such funds as a credit against the
proceeds of the FHA Insurance Contract or the VA Guaranty Agreement. As part of
its servicing duties, the Servicer shall pay to the Mortgagor interest on funds
in the Escrow Account, to the extent required by the related Mortgage Loan or
Applicable Regulations, and to the extent that interest earned on funds in the
Escrow Account is insufficient, shall pay such interest from its own funds,
without any reimbursement therefor.

         In the event the Servicer shall deposit in the Escrow Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from the Escrow Account, any provision herein to the contrary
notwithstanding.

         Section 3.08 Payment of Taxes, Insurance and Other Charges; Collections
Thereunder.

         With respect to each first lien Mortgage Loan, the Servicer shall
maintain accurate records reflecting the status of ground rents, taxes,
assessments, water rates and other charges which are or may become a lien upon
the Mortgaged Property and the status of Primary Insurance Policy premiums and
fire, flood and hazard insurance coverage and shall obtain, from time to time,
all bills for the payment of such charges (including renewal premiums) and shall
effect payment thereof prior to the applicable penalty or termination date and
at a time appropriate for securing maximum discounts allowable, employing for
such purpose deposits of the Mortgagor in the Escrow Account which shall have
been estimated and accumulated by the Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage or Applicable Regulations.
To the extent that a Mortgage does not provide for Escrow Payments, the Servicer
(i) shall determine whether any such payments are made by the Mortgagor in a
manner and at a time that is necessary to avoid the loss of the Mortgaged
Property due to a tax sale or the foreclosure as a result of a tax lien and (ii)
shall ensure that all insurance required to be maintained on the Mortgaged
Property pursuant to this Agreement is maintained. If any such payment has not
been made and the Servicer receives notice of a tax lien with respect to the
Mortgage Loan being imposed, the Servicer will, to the extent required to avoid
loss of the Mortgaged Property, advance or cause to be advanced funds necessary
to discharge such lien on the Mortgaged Property. The Servicer assumes full
responsibility for the payment of all such bills and shall effect payments of
all such

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bills irrespective of the Mortgagor's faithful performance in the payment of
same or the making of the Escrow Payments and shall make Servicing Advances from
its own funds to effect such payments.

         The Servicer, on behalf of the Trustee, as mortgagee, will maintain in
full force and effect (to the extent a Mortgage Loan has a Primary Insurance
Policy) a Primary Insurance Policy issued by a Qualified Insurer with respect to
each Mortgage Loan for which such coverage is required. Such coverage will be
maintained until the Combined Loan-to-Value Ratio of the related Mortgage Loan
is reduced to 80% or less. The Servicer will not cancel or refuse to renew any
Primary Insurance Policy in effect on the Closing Date that is required to be
kept in force under this Agreement unless a replacement Primary Insurance Policy
for such cancelled or non-renewed policy is obtained from and maintained with a
Qualified Insurer. The Servicer shall not take any action which would result in
non-coverage under any applicable Primary Insurance Policy of any loss which,
but for the actions of the Servicer, would have been covered thereunder. In
connection with any assumption or substitution agreement entered into or to be
entered into pursuant to Section 3.14, the Servicer shall promptly notify the
insurer under the related Primary Insurance Policy, if any, of such assumption
or substitution of liability in accordance with the terms of such policy and
shall take all actions which may be required by such insurer as a condition to
the continuation of coverage under the Primary Insurance Policy. If such Primary
Insurance Policy is terminated as a result of such assumption or substitution of
liability, the Servicer shall obtain a replacement Primary Insurance Policy as
provided above.

         In connection with its activities as servicer, the Servicer agrees to
prepare and present, on behalf of itself and the Trustee, claims to the insurer
under any Primary Insurance Policy in a timely fashion in accordance with the
terms of such policies and, in this regard, to take such action as shall be
necessary to permit recovery under any Primary Insurance Policy respecting a
defaulted Mortgage Loan. Pursuant to Section 3.04, any amounts collected by the
Servicer under any Primary Insurance Policy shall be deposited in the Collection
Account, subject to withdrawal pursuant to Section 3.05.

         Section 3.09 Transfer of Accounts.

         The Servicer may transfer the Collection Account or the Escrow Account
to a different depository institution from time to time. Upon such transfer, the
Servicer shall deliver to the Trustee and the Depositor, a certification or
letter agreement, as the case may be, as required pursuant to Sections 3.04 and
3.06.

         Section 3.10 Maintenance of Hazard Insurance.

         The Servicer shall cause to be maintained for each first lien Mortgage
Loan fire and hazard insurance with extended coverage as is customary in the
area where the Mortgaged Property is located in an amount which is at least
equal to the lesser of (i) the amount necessary to fully compensate for any
damage or loss to the improvements which are a part of such property on a
replacement cost basis, (ii) the Principal Balance of the Mortgage Loan, in each
case in an amount not less than such amount as is necessary to prevent the
Mortgagor and/or the Mortgagee from becoming a co-insurer or (iii) the amount
required under applicable HUD/FHA regulations. If the Mortgaged Property is in
an area identified in the Federal Register by the

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Flood Emergency Management Agency as having special flood hazards and flood
insurance has been made available, the Servicer will cause to be maintained a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration with a generally acceptable insurance carrier,
in an amount representing coverage not less than the least of (i) the Principal
Balance of the Mortgage Loan, (ii) the maximum insurable value of the
improvements securing such Mortgage Loan or (iii) the maximum amount of
insurance which is available under the Flood Disaster Protection Act of 1973, as
amended. The Servicer shall also maintain on the REO Property for the benefit of
the Certificateholders, (x) fire and hazard insurance with extended coverage in
an amount which is at least equal to the replacement cost of the improvements
which are a part of such property, (y) public liability insurance and, (z) to
the extent required and available under the Flood Disaster Protection Act of
1973, as amended, flood insurance in an amount as provided above. Any amounts
collected by the Servicer under any such policies other than amounts to be
deposited in the Escrow Account and applied to the restoration or repair of the
Mortgaged Property or REO Property, or released to the Mortgagor in accordance
with the Servicer's normal servicing procedures, shall be deposited in the
Collection Account, subject to withdrawal pursuant to Section 3.05. It is
understood and agreed that no earthquake or other additional insurance is
required to be maintained by the Servicer or the Mortgagor or maintained on
property acquired in respect of the Mortgage Loan, other than pursuant to such
Applicable Regulations as shall at any time be in force and as shall require
such additional insurance. All such policies shall be endorsed with standard
mortgagee clauses with loss payable to the Servicer and shall provide for at
least thirty days prior written notice of any cancellation, reduction in the
amount of or material change in coverage to the Servicer. The Servicer shall not
interfere with the Mortgagor's freedom of choice in selecting either his
insurance carrier or agent, provided, however, that the Servicer shall not
accept any such insurance policies from insurance companies unless such
companies currently reflect a general policy rating of B:VI or better in Best's
Key Rating Guide and are licensed to do business in the state wherein the
property subject to the policy is located.

         Section 3.11 Maintenance of Mortgage Impairment Insurance Policy.

         In the event that the Servicer shall obtain and maintain a blanket
policy issued by an insurer that has a general policy rating of B:VI or better
in Best's Key Rating Guide insuring against hazard losses on all of the Mortgage
Loans, then, to the extent such policy provides coverage in an amount equal to
the amount required pursuant to Section 3.10 and otherwise complies with all
other requirements of Section 3.10, it shall conclusively be deemed to have
satisfied its obligations as set forth in Section 3.10, it being understood and
agreed that such policy may contain a deductible clause, in which case the
Servicer shall, in the event that there shall not have been maintained on the
related Mortgaged Property or REO Property a policy complying with Section 3.10,
and there shall have been a loss which would have been covered by such policy,
deliver to the Trustee for deposit in the Distribution Account the amount not
otherwise payable under the blanket policy because of such deductible clause,
which amount shall not be reimbursable to the Servicer from the Trust Fund. In
connection with its activities as servicer of the Mortgage Loans, the Servicer
agrees to prepare and present, on behalf of the Trustee, claims under any such
blanket policy in a timely fashion in accordance with the terms of such policy.
Upon request of the Trustee, the Servicer shall cause to be delivered to the
Trustee a certified true copy of such policy and a statement from the insurer
thereunder that such policy

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shall in no event be terminated or materially modified without thirty days prior
written notice to the Trustee.

         Section 3.12 Fidelity Bond, Errors and Omissions Insurance.

         The Servicer shall maintain, at its own expense, a blanket fidelity
bond (the "Fidelity Bond") and an errors and omissions insurance policy, with
broad coverage with financially responsible companies on all officers, employees
or other persons acting in any capacity with regard to the Mortgage Loans to
handle funds, money, documents and papers relating to the Mortgage Loans. The
Fidelity Bond and errors and omissions insurance shall be in the form of the
Mortgage Banker's Blanket Bond and shall protect and insure the Servicer against
losses, including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such persons. Such Fidelity Bond shall also protect and insure
the Servicer against losses in connection with the failure to maintain any
insurance policies required pursuant to this Agreement and the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section 3.12 requiring the
Fidelity Bond and errors and omissions insurance shall diminish or relieve the
Servicer from its duties and obligations as set forth in this Agreement. The
minimum coverage under any such bond and insurance policy shall be at least
equal to the corresponding amounts required by Fannie Mae in the Fannie Mae MBS
Selling and Servicing Guide or by Freddie Mac in the Freddie Mac Servicer's
Guide. Upon request of the Trustee, the Servicer shall cause to be delivered to
the requesting party a certified true copy of the Fidelity Bond and errors and
omissions insurance policy and a statement from the surety and the insurer that
such Fidelity Bond and errors and omissions insurance policy shall in no event
be terminated or materially modified without thirty days' prior written notice
to the Trustee.

         Section 3.13 Title, Management and Disposition of REO Property.

                  (a)      In the event that 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 (pursuant to a limited power of attorney to
be provided by the Trustee to the Servicer) in the name of the Trustee, on
behalf of the Certificateholders, or in the event the Trustee is not authorized
or permitted to hold title to real property in the state where the REO Property
is located, or would be adversely affected under the "doing business" or tax
laws of such state by so holding title, the deed or certificate of sale shall be
taken in the name of such Person or Persons as shall be consistent with an
Opinion of Counsel obtained by the Servicer from an attorney duly licensed to
practice law in the state where the REO Property is located. Any Person or
Persons holding such title other than the Trustee shall acknowledge in writing
that such title is being held as nominee for the benefit of the Trustee.

                  (b)      In the event that the Trust Fund acquires any REO
Property as aforesaid or otherwise in connection with a default or imminent
default on a Mortgage Loan, the Servicer shall dispose of such REO Property
before the end of the third calendar year beginning after the year of its
acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code or,
at the expense of the Trust Fund, request from the Internal Revenue Service,
more than 60 days before the day on which the above-mentioned grace period would
otherwise expire, an extension of the above-mentioned grace period, unless the
Servicer obtains an Opinion of Counsel,

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addressed to the Servicer and the Trustee, to the effect that the holding by the
Trust Fund of such REO Property subsequent to such period will not: (i) result
in the imposition of any tax on "prohibited transactions" as defined in Section
860F of the Code; or (ii) cause any REMIC constituting part of the Trust Fund to
fail to qualify as a REMIC at any time that any Certificates are outstanding, in
which case the Trust Fund may continue to hold such REO Property (subject to any
conditions contained in such Opinion of Counsel). The Servicer shall be entitled
to be reimbursed from the Collection Account for any costs incurred in obtaining
such Opinion of Counsel, as provided in Section 3.05.

         Subject to compliance with applicable laws and regulations as shall at
any time be in force, and 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 any REMIC constituting part of
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.

         The Servicer shall manage, conserve, protect and operate each REO
Property for the Certificateholders and the Trust Fund solely for the purpose of
its prompt disposition and sale in a manner which does not 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 the related REMIC of
any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which
is subject to taxation under the REMIC Provisions. The Servicer shall cause each
REO Property to be inspected promptly upon the acquisition of title thereto and
shall cause each REO Property to be inspected at least annually thereafter. The
Servicer shall make or cause to be made a written report of each such
inspection. Such reports shall be retained in the Mortgage Servicing File and
copies thereof shall be forwarded by the Servicer to the Trustee upon request.
The Servicer shall attempt to sell the same (and may temporarily rent the same)
on such terms and conditions as the Servicer deems to be in the best interest of
the Certificateholders and the Trust Fund.

         With respect to each REO Property, the Servicer shall account
separately for each REO Property with respect to all funds collected and
received in connection with the operation of such REO Property.

         The Servicer shall deposit or cause to be deposited, on a daily basis,
within two Business Days of receipt, in the Collection Account, all revenues
received with respect to each REO Property and shall withdraw therefrom funds
necessary for the proper operation, management and maintenance of the related
REO Property, including the cost of maintaining any hazard insurance pursuant to
Section 3.10 hereof and the fees of any managing agent acting on behalf of the
Servicer.

         The Servicer shall furnish to the Trustee, on each Servicer Remittance
Date, an operating statement for each REO Property covering the operation of
each REO Property for the previous

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month. Such operating statement shall be accompanied by such other information
as the Trustee shall reasonably request.

         The Servicer shall use its best efforts to dispose of the REO Property
as promptly as is practically consistent with protecting the Certificateholders'
interests.

         Each REO Disposition shall be carried out by the Servicer at such price
and upon such terms and conditions as the Servicer deems to be in the best
interest of the Certificateholders. If as of the date title to any REO Property
was acquired by the Servicer there were outstanding unreimbursed Servicing
Advances with respect to the REO Property or the related Mortgage Loan, the
Servicer, upon an REO Disposition of such REO Property, shall be entitled to
reimbursement for any related unreimbursed Servicing Advances from proceeds
received in connection with such REO Disposition. The proceeds from the REO
Disposition, net of any payment to the Servicer as provided above, shall be
deposited in the Collection Account for distribution on the succeeding Servicer
Remittance Date in accordance with Section 4.01.

         Any REO Disposition shall be for cash only (unless changes in the REMIC
Provisions made subsequent to the Startup Day allow a sale for other
consideration and an Opinion of Counsel is obtained by the Servicer to the
effect that such sale shall not cause any REMIC constituting part of the Trust
Fund to fail to qualify as a REMIC).

         Section 3.14 Due-on-Sale Clauses; Assumption and Substitution
Agreements.

         When a Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance
or prospective conveyance, exercise its rights to accelerate the maturity of the
related Mortgage Loan under any "due-on-sale" clause contained in the related
Mortgage or Mortgage Note; provided, however, that the Servicer shall not
exercise any such right if the "due-on-sale" clause, in the reasonable belief of
the Servicer, is not enforceable under applicable law. An Opinion of Counsel at
the expense of the Servicer (which expense shall constitute a Servicing Advance)
delivered to the Trustee and the Depositor to the foregoing effect shall
conclusively establish the reasonableness of such belief. In such event, the
Servicer shall make reasonable efforts to enter into an assumption and
modification agreement with the Person to whom such property has been or is
about to be conveyed, pursuant to which such Person becomes liable under the
Mortgage Note and, unless prohibited by applicable law or the Mortgage, the
Mortgagor remains liable thereon. If the foregoing is not permitted under
applicable law, the Servicer is authorized to enter into a substitution of
liability agreement with such Person, pursuant to which the original Mortgagor
is released from liability and such Person is substituted as Mortgagor and
becomes liable under the Note. The Mortgage Loan, as assumed, shall conform in
all respects to the requirements, representations and warranties of this
Agreement. The Servicer shall notify the Trustee that any such assumption or
substitution agreement has been completed by forwarding to the Trustee (or the
Custodian, as the case may be) the original copy of such assumption or
substitution agreement (indicating the Mortgage File to which it relates) which
copy shall be added by the Trustee (or the Custodian, as the case may be) to the
related Mortgage File and which shall, for all purposes, be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. The Servicer shall be responsible for recording any
such assumption or substitution agreements. In connection with any such

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assumption or substitution agreement, the Monthly Payment on the related
Mortgage Loan shall not be changed but shall remain as in effect immediately
prior to the assumption or substitution, the stated maturity or outstanding
principal amount of such Mortgage Loan shall not be changed nor shall any
required monthly payments of principal or interest be deferred or forgiven. Any
fee collected by the Servicer for consenting to any such conveyance or entering
into an assumption or substitution agreement shall be retained by or paid to the
Servicer as additional servicing compensation.

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

         Section 3.15 Notification of Adjustments.

         On each Adjustment Date, the Servicer shall make Mortgage Interest Rate
adjustments for each Group II Mortgage Loan in compliance with the requirements
of the related Mortgage and Mortgage Note and Applicable Regulations. The
Servicer shall execute and deliver the notices required by each Mortgage and
Mortgage Note and Applicable Regulations regarding Mortgage Interest Rate
adjustments. The Servicer also shall provide timely notification to the Trustee
of all applicable data and information regarding such Mortgage Interest Rate
adjustments and the Servicer's methods of implementing such Mortgage Interest
Rate adjustments. Upon the discovery by the Servicer, the Trustee that the
Servicer has failed to adjust or has incorrectly adjusted a Mortgage Interest
Rate or a Monthly Payment pursuant to the terms of the related Mortgage Note and
Mortgage, the Servicer shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any interest loss caused
thereby without reimbursement therefor; provided, however, the Servicer shall be
held harmless with respect to any Mortgage Interest Rate adjustments made by any
servicer prior to the Servicer.

         Section 3.16 Optional Purchases of Mortgage Loans by Servicer.

         The Servicer (or an affiliate of the Servicer) may, at its option,
repurchase a Mortgage Loan or REO Property which becomes 120 or more days
Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure,
during the period commencing on the first day of the calendar quarter succeeding
the calendar quarter in which the Initial Delinquency Date occurred with respect
to such Mortgage Loan and ending on the last Business Day of such calendar
quarter. If the Servicer (or an affiliate of the Servicer) does not exercise its
purchase right with respect to a Mortgage Loan during the period specified in
the preceding sentence, such Mortgage Loan shall thereafter again become
eligible for purchase pursuant to the preceding sentence only after the Mortgage
Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days
Delinquent again. The "Initial Delinquency Date" of a Mortgage Loan shall mean
the date on which the Mortgage Loan first became 120 days Delinquent. Prior to
repurchase pursuant to this Section 3.16, the Servicer shall be required to
continue to make monthly advances pursuant to Section 4.07. The Servicer shall
not use any procedure in selecting Mortgage Loans to be repurchased which is
materially adverse to the interests of the Certificateholders. The Servicer
shall purchase such (i) delinquent Mortgage Loan at a price equal to the
Principal Balance of the

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Mortgage Loan plus accrued interest thereon at the Mortgage Interest Rate from
the date to which interest has last been paid to the Trust Fund to the date of
purchase plus any unreimbursed Servicing Advances and Advances or (ii) REO
Property at its fair market value as determined in good faith by the Servicer.
Any such repurchase of a Mortgage Loan or REO Property pursuant to this Section
3.16(a) shall be accomplished by delivery to the Trustee for deposit in the
Distribution Account of the amount of the purchase price. The Trustee shall
immediately effectuate the conveyance of such delinquent Mortgage Loan or REO
Property to the Servicer to the extent necessary, including the prompt delivery
of all documentation to the Servicer.

         Section 3.17 Trustee to Cooperate; Release of Files.

                  (a)      Upon the payment in full of any Mortgage Loan
(including any liquidation of such Mortgage Loan through foreclosure or
otherwise, or the receipt by the Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes), the Servicer shall
deliver to the Trustee (or the Custodian as the case may be) two executed copies
of a completed "Request for Release" in the form of Exhibit E. Upon receipt of
such Request for Release of Documents, the Trustee (or the Custodian as the case
may be) shall promptly release the related Mortgage File, in trust to (i) the
Servicer, or (ii) such other party identified in the related Request for
Release. Upon any such payment in full, or the receipt of such notification that
such funds have been placed in escrow, the Servicer shall direct the Trustee in
writing to execute an instrument of satisfaction (or assignment of Mortgage
without recourse) regarding the Mortgaged Property relating to such Mortgage,
which instrument of satisfaction or assignment, as the case may be, shall be
delivered to the Person or Persons entitled thereto against receipt therefor of
payment in full, it being understood and agreed that no expense incurred in
connection with such instrument of satisfaction or assignment, as the case may
be, shall be chargeable to the Collection Account. In lieu of executing any such
satisfaction or assignment, as the case may be, the Servicer may prepare and
submit to the Trustee a satisfaction (or assignment without recourse, if
requested by the Person or Persons entitled thereto) in form for execution by
the Trustee with all requisite information completed by the Servicer; in such
event, the Trustee shall execute and acknowledge such satisfaction or
assignment, as the case may be, and deliver the same with the related Mortgage
File, as aforesaid.

                  (b)      From time to time and as appropriate in the servicing
of any Mortgage Loan, including, without limitation, foreclosure or other
comparable conversion of a Mortgage Loan or collection under any insurance
policy relating to a Mortgage Loan, the Trustee shall (except in the case of the
payment or liquidation pursuant to which the related Mortgage File is released
to an escrow agent or an employee, agent or attorney of the Trustee), upon
written request of the Servicer and delivery to the Trustee (or the Custodian,
as the case may be) of two executed copies of a "Request for Release" in the
form of Exhibit E signed by a Servicing Officer, release the related Mortgage
File to the Servicer and shall execute such documents as shall be necessary to
the prosecution of any such proceedings, including, without limitation, an
assignment without recourse of the related Mortgage to the Servicer. Such
receipt shall obligate the Servicer to return the Mortgage File to the Trustee
(or the Custodian, as the case may be) when the need therefor by the Servicer no
longer exists unless the Mortgage Loan shall be liquidated, in which case, upon
receipt of a Request for Release evidencing such liquidation, the receipt shall
be released by the Trustee (or the Custodian, as the case may be) to the
Servicer.

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                  (c)      Subject to Section 3.01, the Servicer shall have the
right to accept applications of Mortgagors for consent to (i) partial releases
of Mortgages, (ii) alterations, (iii) removal, demolition or division of
properties subject to Mortgages and (iv) second mortgage subordination
agreements. No application for approval shall be considered by the Servicer
unless: (w) it has received an Opinion of Counsel, addressed to the Trustee
(which opinion shall not be an expense of the Trustee or the Trust Fund) that
such sale, disposition, substitution, acquisition or contribution will not
affect adversely the status of any REMIC constituting part of the Trust Fund as
a REMIC or cause any REMIC constituting part of the Trust Fund to be subject to
a tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions; (x) the provisions of the related Note and Mortgage have been
complied with; (y) the Combined Loan-to-Value Ratio and debt-to-income ratio
after any release does not exceed the maximum Combined Loan-to-Value Ratio and
debt-to-income ratio established in accordance with the underwriting standards
of the Mortgage Loans; and (z) the lien priority of the related Mortgage is not
affected. Upon receipt by the Trustee of a Servicing Officer's certificate
setting forth the action proposed to be taken in respect of a particular
Mortgage Loan and certifying that the criteria set forth in the immediately
preceding sentence have been satisfied, the Trustee shall execute and deliver to
the Servicer the consent or partial release so requested by the Servicer. A
proposed form of consent or partial release, as the case may be, shall accompany
any Servicing Officer's certificate delivered by the Servicer pursuant to this
paragraph.

         Section 3.18 Servicing Compensation.

         As compensation for its activities hereunder, the Servicer shall be
entitled to retain the amount of the Servicing Fee with respect to each Mortgage
Loan (including REO Properties). The Servicer shall be entitled to retain
additional servicing compensation in the form of release fees, bad check
charges, assumption fees, modification or extension fees, late payment charges,
or any other service-related fees, Insurance Proceeds and Liquidation Proceeds
not required to be deposited in the Collection Account or the Distribution
Account and similar items, to the extent collected from Mortgagors.

         Section 3.19 Annual Statement as to Compliance.

                  (a)      The Servicer, at its own expense, will deliver to the
Trustee and the Depositor, not later than March 15 of each year commencing in
2004, a Servicing Officer's certificate stating, as to each signer thereof, that
(i) a review of the activities of the Servicer during such preceding fiscal year
(or such shorter period in the case of the first such report) and of performance
under this Agreement has been made under such officers' supervision, and (ii) to
the best of such officers' knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement for such year, or, if there
has been a default in the fulfillment of all such obligations, specifying each
such default known to such officers and the nature and status thereof including
the steps being taken by the Servicer to remedy such default.

                  (b)      Delivery of such reports, information and documents
to the Trustee is for informational purposes only and their receipt of such
shall not constitute constructive notice of any information contained therein or
determinable, from information contained therein, including the Servicer's
compliance with any of its covenants hereunder (as to which the Trustee are
entitled to rely exclusively on Officers' Certificates).

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         Section 3.20 Annual Independent Certified Public Accountants' Reports.

                  (a)      Not later than March 15 of each year commencing in
2004, the Servicer, at its expense, shall cause a nationally recognized firm of
independent certified public accountants to furnish to the Trustee and the
Depositor a report stating that (i) it has obtained a letter of representation
regarding certain matters from the management of the Servicer which includes an
assertion that the Servicer has complied with certain minimum residential
mortgage loan servicing standards, identified in either the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America or the Audit Program for Mortgages serviced by Freddie
Mac, with respect to the servicing of residential mortgage loans during the most
recently completed fiscal year and (ii) on the basis of an examination conducted
by such firm in accordance with standards established by the American Institute
of Certified Public Accountants, such representation is fairly stated in all
material respects, subject to such exceptions and other qualifications that may
be appropriate. Immediately upon receipt of such report, the Servicer shall
furnish a copy of such report to the Trustee, the Depositor and each Rating
Agency. Copies of such statement shall be provided by the Trustee to any
Certificateholder upon request at the Servicer's expense, provided that such
statement is delivered by the Servicer to the Trustee.

                  (b)      Delivery of such reports, information and documents
to the Trustee is for informational purposes only and their receipt of such
shall not constitute constructive notice of any information contained therein or
determinable, from information contained therein, including the Servicer's
compliance with any of its covenants hereunder (as to the Trustee is entitled to
rely exclusively on Officers' Certificates).

         Section 3.21 Access to Certain Documentation and Information Regarding
the Mortgage Loans.

         The Servicer shall provide to the Trustee, Certificateholders that are
federally insured savings and loan associations, the Office of Thrift
Supervision, the FDIC and the supervisory agents and examiners of each of the
foregoing (which, in the case of supervisory agents and examiners, may be
required by applicable state and federal regulations) access to the
documentation regarding the Mortgage Loans, such access being afforded without
charge but only upon reasonable request and during normal business hours at the
offices of the Servicer designated by it.

         Section 3.22 Reserved.

         Section 3.23 Obligations of the Servicer in Respect of Compensating
Interest.

         Not later than the close of business on each Servicer Remittance Date,
the Servicer shall deliver to the Trustee for deposit in the Distribution
Account an amount ("Compensating Interest") equal to the lesser of (A) the
aggregate of the Prepayment Interest Shortfalls on the Actuarial Mortgage Loans
for the related Distribution Date resulting from Principal Prepayments on the
Actuarial Mortgage Loans during the related Prepayment Period and (B) 50% of its
aggregate Servicing Fee received in the related Collection Period. The Servicer
shall apply Compensating Interest to offset any Prepayment Interest Shortfalls
on the Actuarial Mortgage

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Loans. The Servicer shall not have the right to reimbursement for any amounts
remitted to the Trustee in respect of Compensating Interest. Such amounts so
remitted shall be included in the Available Funds and distributed therewith on
the next Distribution Date. The Servicer shall not be obligated to pay
Compensating Interest with respect to Prepayment Interest Shortfalls on Simple
Interest Mortgage Loans or Relief Act Interest Shortfalls.

         Section 3.24 Obligations of the Servicer in Respect of Mortgage
Interest Rates and Monthly Payments.

         In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to
Mortgage Interest Rates, Monthly Payments or Principal Balances that were made
by the Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Servicer, upon discovery or receipt of
notice thereof, immediately shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and
any successor servicer in respect of any such liability. Such indemnities shall
survive the termination or discharge of this Agreement.

         Section 3.25 Investment of Funds in the Collection Account and the
Distribution Account.

                  (a)      The Servicer may direct any depository institution
maintaining the Collection Account to invest the funds in the Collection Account
in one or more Permitted Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the Business Day
immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the Trustee
is the obligor thereon, and (ii) no later than the date on which such funds are
required to be withdrawn from such account pursuant to this Agreement, if the
Trustee is the obligor thereon. All such Permitted Investments shall be held to
maturity, unless payable on demand. Any investment of funds in the Collection
Account shall be made in the name of the Trustee or the Servicer, as applicable
(in its capacity as such) or in the name of a nominee of the Trustee. The
Trustee shall be entitled to sole possession (except with respect to investment
direction of funds held in the Collection Account) over each such investment and
the income thereon, and any certificate or other instrument evidencing any such
investment shall be delivered directly to the Trustee or its agent, together
with any document of transfer necessary to transfer title to such investment to
the Trustee or its nominee. In the event amounts on deposit in the Collection
Account are at any time invested in a Permitted Investment payable on demand,
the Trustee shall at the direction of the Servicer:

                  (x)      consistent with any notice required to be given
                           thereunder, demand that payment thereon be made on
                           the last day such Permitted Investment may otherwise
                           mature hereunder in an amount equal to the lesser of
                           (1) all amounts then payable thereunder and (2) the
                           amount required to be withdrawn on such date; and

                  (y)      demand payment of all amounts due thereunder promptly
                           upon determination by a Responsible Officer of the
                           Trustee that such Permitted

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                           Investment would not constitute a Permitted
                           Investment in respect of funds thereafter on deposit
                           in the Collection Account.

                  (b)      All income and gain realized from the investment of
funds in the Collection Account shall be for the benefit of the Servicer. The
Servicer shall deposit in the Collection Account the amount of any loss incurred
in respect of any such Permitted Investment made with funds in such account
immediately upon realization of such loss. Funds on deposit in the Distribution
Account will remain uninvested.

                  (c)      Except as otherwise expressly provided in this
Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required
under any Permitted Investment, the Trustee may and, subject to Section 8.01 and
Section 8.02(a)(v), upon the request of the Holders of Certificates representing
more than 50% of the Voting Rights allocated to any Class of Certificates, shall
take such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings.

         Except as set forth in clause (b) above with respect to the
Distribution Account, the Trustee shall not in any way be held liable by reason
of any insufficiency in any Account held by the Trustee 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).

         Section 3.26 Liability of Servicer; Indemnification.

                  (a)      Subject to clause (b) below and Section 6.03, the
Servicer (except the Trustee if it is required to succeed the Servicer
hereunder) indemnifies and holds the Trustee, the Seller, the Depositor and each
Certificateholder harmless against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, fees and expenses that the Trustee, the Depositor and any
Certificateholder may sustain in any way related to the failure of the Servicer
to perform its duties and service the Mortgage Loans in compliance with the
Servicing Standards. The Servicer shall immediately notify the Trustee, the
Depositor and each Certificateholder if a claim is made that may result in such
claims, losses, penalties, fines, forfeitures, legal fees or related costs,
judgments, or any other costs, fees and expenses, and the Servicer shall assume
(with the consent of the Trustee) the defense of any such claim and pay all
expenses in connection therewith, including reasonable counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against the Servicer, Trustee, the Depositor and/or Certificateholder in respect
of such claim. The provisions of this Section 3.26 shall survive the termination
of this Agreement and the payment of the outstanding Certificates.

                  (b)      None of the Depositor, the Seller, the Servicer, or
any of the directors, officers, employees or agents of the Depositor, the Seller
or the Servicer shall be under any liability to the Trust Fund or the
Certificateholders for any action taken, or for refraining from the taking of
any action, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Seller or the Servicer or any such Person against any breach of warranties or
representations made herein, or against any specific liability imposed on the
Servicer for a breach of the Servicing Standard, or against

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any liability which would otherwise be imposed by reason of its respective
willful misfeasance, bad faith, fraud or negligence in the performance of its
duties or by reasons of negligent disregard of its respective obligations or
duties hereunder.

         The Depositor, the Servicer, the Seller and any director, officer,
employee or agent of the Depositor, the Seller or the Servicer, may rely in good
faith on any document of any kind which, prima facie, is properly executed and
submitted by any appropriate Person with respect to any matters arising
hereunder. The Depositor, the Servicer, the Seller, and any director, officer,
employee or agent of the Depositor, the Seller or the Servicer shall be
indemnified and held harmless by the Trust Fund against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense incurred in
connection with any legal action incurred by reason of its respective
misfeasance, bad faith, fraud or negligence, a breach of a representation or
warranty hereunder or (in the case of the Servicer) a breach of the Servicing
Standard in the performance of its respective duties or by reason of negligent
disregard of its respective obligations or duties hereunder. Neither the
Depositor, the Seller nor the Servicer shall be under any obligation to appear
in, prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and in its opinion does not expose it to
any expense or liability; provided, however, that the Depositor, the Seller or
the Servicer may in its discretion undertake any action related to its
obligations hereunder which it may deem necessary or desirable with respect to
this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders hereunder.

         Section 3.27 Reports of Foreclosure and Abandonment of Mortgaged
Properties.

         On or before the last day of February of each year beginning in 2004,
the Servicer shall file the reports of foreclosure and abandonment of any
Mortgaged Property required by Section 6050J of the Code with the Internal
Revenue Service and provide an Officer's Certificate certifying its compliance
with this Section 3.27 to the Trustee. The reports from the Servicer shall be in
form and substance sufficient to meet the reporting requirements imposed by such
Section 6050J.

         Section 3.28 Protection of Assets.

                  (a)      Except for transactions and activities entered into
in connection with the securitization that is the subject of this Agreement, the
Trust is not authorized and has no power to:

                                    (1)      borrow money or issue debt;

                                    (2)      merge with another entity,
reorganize, liquidate or sell assets; or

                                    (3)      engage in any business or
activities.

                  (b)      Each party to this Agreement agrees that it will not
file an involuntary bankruptcy petition against the Trustee or the Trust Fund or
initiate any other form of insolvency proceeding until after the Certificates
have been paid.

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         Section 3.29 Periodic Filings.

                  (a)      The Trustee and the Servicer shall reasonably
cooperate with the Depositor in connection with the Trust's satisfying the
reporting requirements under the Exchange Act. The Trustee shall prepare and
file (via the Securities and Exchange Commission's Electronic Data Gathering and
Retrieval System) on behalf of the Trust any Current Reports on Form 8-K and
Annual Reports on Form 10-K (and the Servicer shall sign any Form 10-K)
customary for similar securities as required by the Exchange Act and the rules
and regulations of the Securities and Exchange Commission thereunder.

                  (b)      Each Form 8-K shall be filed by the Trustee within 15
days after each Distribution Date (commencing on the Distribution Date occurring
in July 2003 and ending with the Distribution Date following the filing of the
Form 15 Suspension Notification as set forth in Section 3.29(h) hereof),
including a copy of the statement set forth in Section 4.06(a) hereof for such
Distribution Date as an exhibit thereto. Prior to March 30th of each year (or
such earlier date as may be required by the Exchange Act and the rules and
regulations of the Securities and Exchange Commission), the Trustee shall file a
Form 10-K, in substance as required by applicable law or applicable Securities
and Exchange Commission staff's interpretations. Such Form 10-K shall include as
exhibits the Servicer's annual statement of compliance described under Section
3.19 and the accountant's report described under Section 3.20, in each case to
the extent they have been timely delivered to the Trustee. If they are not so
timely delivered, the Trustee shall file an amended Form 10-K including such
documents as exhibits reasonably promptly after they are delivered to the
Trustee. The Trustee shall have not liability with respect to (a) any failure to
properly prepare or file such periodic reports resulting from or relating to the
Trustee's inability or failure to obtain any information not resulting from its
own negligence, willful misconduct or bad faith or (b) any inaccuracy in such
periodic reports resulting from incorrect information provided to the Trustee by
the Servicer in a Remittance Report or otherwise. The Form 10-K shall also
include a certification in the form attached hereto as Exhibit S (the
"Certification"), which shall be signed by the senior officer of the Servicer in
charge of servicing.

                  (c)      The Trustee shall sign a certification (in the form
attached hereto as Exhibit T) for the benefit of the Servicer and its officers,
directors and Affiliates regarding certain aspects of the Certification
(provided, however, that the Trustee shall not undertake an analysis of the
accountant's report attached as an exhibit to the Form 10-K). No later than the
20th day prior to the latest date on which the Form 10-K is permitted to be
filed, without regard to extension (or if such day is not a Business Day, the
immediately preceding Business Day), the Trustee shall deliver to the Servicer
(i) such certification and (ii) a completed Form 10-K to be executed by the
Servicer. No later than the 10th day prior to the latest date on which the Form
10-K is permitted to be filed, without regard to extension (or if such day is
not a Business Day, the immediately preceding Business Day), the Servicer shall
deliver the signed Form 10-K and the signed Certification to be filed to the
Trustee.

                  (d)      In addition, the Trustee shall indemnify and hold
harmless the Depositor, the Servicer and each of its officers, directors and
Affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon (i) a breach of the Trustee's

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obligations under this Section 3.29(c), (ii) the Trustee's negligence, bad faith
or willful misconduct in connection therewith or (iii) any inaccuracy in
Trustee's certification other than losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of the Servicer's breach of its
obligations under this Agreement. If the indemnification provided for herein is
unavailable or insufficient to hold harmless the Servicer and its officers,
directors and Affiliates, then the Trustee shall contribute to the amount paid
or payable by the Servicer, its officers, directors or Affiliates as a result of
the losses, claims, damages or liabilities of the Servicer, its officers,
directors or Affiliates in such proportion as is appropriate to reflect the
relative fault of the Servicer and its officers, directors and Affiliates on the
one hand and the Trustee on the other.

                  (e)      The Servicer shall indemnify and hold harmless the
Trustee and its officers, directors and Affiliates from and against any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments and other costs and expenses arising out of the
Servicer's failure to sign and deliver either the Certification or the Form 10-K
within the time frame provided in Section 3.29(c), other than any losses,
damages, penalties, fines, forfeitures, reasonable and necessary legal fees and
related costs, judgments and other costs and expenses arising out of the
Trustee's breach of its obligations under this Agreement. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the Trustee
and its officers, directors and Affiliates, then the Servicer shall contribute
to the amount paid or payable by the Trustee, its officers, directors or
Affiliates as a result of the losses, claims, damages or liabilities of the
Trustee, its officers, directors or Affiliates in such proportion as is
appropriate to reflect the relative fault of the Trustee and its officers,
directors and Affiliates on the one hand and the Servicer on the other.

                  (f)      Upon any filing with the Securities and Exchange
Commission, the Trustee shall promptly deliver to the Depositor and the Servicer
a copy of any such executed report, statement or information.

                  (g)      Prior to January 30 of the first year in which the
Trustee is able to do so under applicable law, the Trustee shall file a Form 15
Suspension Notification with respect to the Trust.

                  (h)      If the Securities and Exchange Commission issues
additional interpretative guidance or promulgates additional rules or
regulations, or if other changes in applicable law occur, that would require the
reporting arrangements, or the allocation of responsibilities with respect
thereto, described in this Section 3.29, to be conducted differently than as
described, the Depositor, Servicer and Trustee will reasonably cooperate to
amend the provisions of this Section 3.29 in order to comply with such amended
reporting requirements and such amendment of this Section 3.29. Any such
amendment shall be made in accordance with the first paragraph of Section 11.01
without further consent of the Certificateholders and without the requirement to
deliver (i) notice in writing to the Depositor, the Servicer and the Trustee
from the Rating Agencies that such action will not result in the reduction or
withdrawal of the rating of any outstanding Class of Certificates with respect
to which it is a Rating Agency, or (ii) an Opinion of Counsel delivered to the
Servicer and the Trustee. Such amendment may result in the reduction of the
reports filed by the Trustee on behalf of the Trust under the Exchange Act.
Notwithstanding the foregoing, none of the Depositor, Servicer or Trustee shall
be obligated to

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enter into any amendment pursuant to this Section 3.29 that adversely affects
its obligations and immunities under this Agreement.

         Section 3.30 Advance Facility.

                  (a)      The Servicer is hereby authorized to enter into a
financing or other facility (any such arrangement, an "Advance Facility"), the
documentation for which complies with Section 3.30(e) below, under which (1) the
Servicer assigns or pledges its rights under this Agreement to be reimbursed for
any or all Advances and/or Servicing Advances to (i) a Person, which may be a
special-purpose bankruptcy-remote entity (an "SPV"), (ii) a Person, which may
simultaneously assign or pledge such rights to an SPV or (iii) a lender (a
"Lender"), which, in the case of any Person or SPV of the type described in
either of the preceding clauses (i) or (ii), may directly or through other
assignees and/or pledgees, assign or pledge such rights to a Person, which may
include a trustee acting on behalf of holders of debt instruments (any such
Person or any such Lender, an "Advance Financing Person"), and/or (2) an Advance
Financing Person agrees to fund all the Advances and/or Servicing Advances
required to be made by the Servicer pursuant to this Agreement. No consent of
the Trustee, Certificateholders or any other party shall be required before the
Servicer may enter into an Advance Facility nor shall the Trustee or the
Certificateholders be a third party beneficiary of any obligation of an Advance
Financing Person to the Servicer. Notwithstanding the existence of any Advance
Facility under which an Advance Financing Person agrees to fund Advances and/or
Servicing Advances, (A) the Servicer (i) shall remain obligated pursuant to this
Agreement to make Advances and/or Servicing Advances pursuant to and as required
by this Agreement and (ii) shall not be relieved of such obligations by virtue
of such Advance Facility and (B) neither the Advance Financing Person nor any
Servicer's Assignee (as hereinafter defined) shall have any right to proceed
against or otherwise contact any Mortgagor for the purpose of collecting any
payment that may be due with respect to any related Mortgage Loan or enforcing
any covenant of such Mortgagor under the related Mortgage Loan documents.

                  (b)      If the Servicer enters into an Advance Facility, the
Servicer and the related Advance Financing Person shall deliver to the Trustee
at the address set forth in Section 11.05 hereof a written notice (an "Advance
Facility Notice"), stating (a) the identity of the Advance Financing Person and
(b) the identity of the Person (the "Servicer's Assignee") that will, subject to
Section 3.30(c) hereof, have the right to make withdrawals from the Collection
Account pursuant to Section 3.05 hereof to reimburse previously unreimbursed
Advances and/or Servicing Advances ("Advance Reimbursement Amounts"). Advance
Reimbursement Amounts (i) shall consist solely of amounts in respect of Advances
and/or Servicing Advances for which the Servicer would be permitted to reimburse
itself in accordance with Section 3.05 hereof, assuming the Servicer had made
the related Advance(s) and/or Servicing Advance(s) and (ii) shall not consist of
amounts payable to a successor Servicer in accordance with Section 3.05 hereof
to the extent permitted under Section 3.30(e) below.

                  (c)      Notwithstanding the existence of an Advance Facility,
the Servicer, on behalf of the Advance Financing Person, shall be entitled to
receive reimbursements of Advances and/or Servicing Advances in accordance with
Section 3.05 hereof, which entitlement may be terminated by the Advance
Financing Person pursuant to a written notice to the Trustee in the manner set
forth in Section 11.05 hereof. Upon receipt of such written notice, the Servicer
shall

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no longer be entitled to receive reimbursement for any Advance Reimbursement
Amounts and the Servicer's Assignee shall immediately have the right to receive
from the Collection Account all Advance Reimbursement Amounts. Notwithstanding
the foregoing, and for the avoidance of doubt, (i) the Servicer and/or the
Servicer's Assignee shall only be entitled to reimbursement of Advance
Reimbursement Amounts hereunder pursuant to Section 3.05 of this Agreement and
shall not otherwise be entitled to make withdrawals or receive amounts that
shall be deposited in the Distribution Account pursuant to Section 3.04(b)
hereof, and (ii) none of the Trustee or the Certificateholders shall have any
right to, or otherwise be entitled to, receive any Advance Reimbursement Amounts
to which the Servicer or Servicer's Assignee, as applicable, shall be entitled
pursuant to Section 3.05 hereof. An Advance Facility may be terminated by the
joint written direction of the Servicer and the related Advance Financing
Person. Written notice of such termination shall be delivered to the Trustee in
the manner set forth in Section 11.05 hereof. The Trustee shall have no duty or
liability with respect to the calculation of any Advance Reimbursement Amount
and shall be entitled to rely without independent investigation on the Advance
Facility Notice and on such Servicer's report of the amount of Advance
Reimbursement Amounts that were included in the remittance from such Servicer to
the Trustee pursuant to Section 4.07. Such Servicer shall maintain and provide
to any successor Servicer a detailed accounting on a loan-by-loan basis as to
amounts advanced by, pledged or assigned to, and reimbursed to any Advance
Financing Person. The successor Servicer shall be entitled to rely on any such
information provided by the predecessor Servicer, and the successor Servicer
shall not be liable for any errors in such information.

                  (d)      An Advance Financing Person who receives an
assignment or pledge of rights to receive Advance Reimbursement Amounts and/or
whose obligations are limited to the funding of Advances and/or Servicing
Advances pursuant to an Advance Facility shall not be required to meet the
criteria for qualification as a Sub-Servicer.

                  (e)      As between a predecessor Servicer and its Advance
Financing Person, on the one hand, and a successor Servicer and its Advance
Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a
loan-by-loan basis with respect to each Mortgage Loan as to which a Advance
and/or Servicing Advance shall have been made and be outstanding shall be
allocated on a "first-in, first out" basis. In the event the Servicer's Assignee
shall have received some or all of an Advance Reimbursement Amount related to
Advances and/or Servicing Advances that were made by a Person other than such
predecessor Servicer or its related Advance Financing Person in error, then such
Servicer's Assignee shall be required to remit any portion of such Advance
Reimbursement Amount to each Person entitled to such portion of such Advance
Reimbursement Amount. Without limiting the generality of the foregoing, the
Servicer shall remain entitled to be reimbursed by the Advance Financing Person
for all Advances and/or Servicing Advances funded by the Servicer to the extent
the related Advance Reimbursement Amounts have not been assigned or pledged to
such Advance Financing Person or Servicer's Assignee.

                  (f)      For purposes of any certification of a Servicing
Officer of the Servicer made pursuant to Section 4.07(d), any Nonrecoverable
Advance or Nonrecoverable Servicing Advance referred to therein may have been
made by such Servicer or any predecessor Servicer. In making its determination
that any Advance or Servicing Advance theretofore made has become a
Nonrecoverable Advance or Nonrecoverable Servicing Advance, the Servicer shall

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apply the same criteria in making such determination regardless of whether such
Advance or Servicing Advance shall have been made by the Servicer or any
predecessor Servicer.

                  (g)      The Trustee shall not, as a result of the existence
of any Advance Facility, have any additional responsibility to track or monitor
Advance Reimbursement Amounts or any Advance Facility, and, except as expressly
provided in Section 3.30(a) above, is not and shall not be obligated to make any
payment with respect to any Advance Reimbursement Amount. The Servicer hereby
indemnifies the Trustee, the Fund and any successor Servicer, as applicable,
from and against any claims, losses, liabilities or damages resulting from any
claim by the related Advancing Person, except to the extent that such claim,
loss, liability or damage resulted from or arose out of negligence, recklessness
or willful misconduct on the part of the Trustee or the successor Servicer, or
failure by the successor Servicer or the Trustee to remit funds as required by
this Agreement or the commission of an act or omission to act by the successor
Servicer or the Trustee, and the passage of any applicable cure or grace period,
such that an Event of Default under this Agreement occurs or such entity is
subject to termination for cause under this Agreement.

                                   ARTICLE IV

                                  FLOW OF FUNDS

         Section 4.01 Interest Distributions.

         On each Distribution Date, the Trustee shall withdraw from the
Distribution Account the Interest Remittance Amount and apply it in the
following order of priority (based upon the Mortgage Loan information provided
to it in the Remittance Report, upon which the Trustee may conclusively rely),
and the calculations required to be made by the Trustee, to the extent
available:

                           (i)      to the Trustee, the Trustee Fee for such
Distribution Date;

                           (ii)     concurrently, as follows:

                                    (A)      from the Group I Interest
Remittance Amount, sequentially to Component A-IO-1 and the Class AF-1
Certificates, the applicable Accrued Certificate Interest for such Distribution
Date; and

                                    (B)      from the Group II Interest
Remittance Amount, sequentially to Component A-IO-2 and the Class AV-1
Certificates, the applicable Accrued Certificate Interest for such Distribution
Date;

                           (iii)    concurrently, as follows:

                                    (A)      from the Group I Interest
Remittance Amount, sequentially to Component A-IO-1 and the Class AF-1
Certificates, the applicable Interest Carry Forward Amount for such Distribution
Date for Component A-IO-1 and the Class AF-1 Certificates, respectively; and

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                                    (B)      from the Group II Interest
Remittance Amount, sequentially to Component A-IO-2 and the Class AV-1
Certificates, the applicable Interest Carry Forward Amount for such Distribution
Date for Component A-IO-2 and the Class AV-1 Certificates;

                           (iv)     concurrently, as follows:

                                    (A)      if the Group I Interest Remittance
Amount is insufficient to pay the Accrued Certificate Interest and the Interest
Carry Forward Amount to the Class AF-1 Certificates and Component A-IO-1 for
such Distribution Date pursuant to clauses (ii)(A) and (iii)(A) above,
concurrently from the remaining Group II Interest Remittance Amount following
distributions pursuant to clauses (ii)(B) and (iii)(B) above, to Component
A-IO-1 and the Class AF-1 Certificates, sequentially, to cover such shortfall
for such Distribution Date; and

                                    (B)      if the Group II Interest Remittance
Amount is insufficient to pay the Accrued Certificate Interest and the Interest
Carry Forward Amount to the Class AV-1 Certificates and Component A-IO-2 for
such Distribution Date pursuant to clauses (ii)(B) and (iii)(B) above,
concurrently from the remaining Group I Interest Remittance Amount following
distributions pursuant to clauses (ii)(A) and (iii)(A) above, to Component
A-IO-2 and the Class AV-1 Certificates, sequentially, to cover such shortfall
for such Distribution Date;

                           (v)      to the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;

                           (vi)     to the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;

                           (vii)    to the Class B-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;

                           (viii)   to the Class B-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;

                           (ix)     to the Class B-3 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date; and

                           (x)      the amount, if any, of the Interest
Remittance Amount remaining after application with respect to the priorities set
forth above will be applied as described under Section 4.02(b) hereof.

         Section 4.02 Distributions of Principal and Monthly Excess Cashflow
Amounts.

                  (a)      On each Distribution Date, the Trustee shall make the
following distributions in the following order of priority (based upon the
Mortgage Loan information provided to it in the Remittance Report), and the
calculations required to be made by the Trustee, to the extent of the Principal
Distribution Amount:

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                           (i)      before the Stepdown Date or with respect to
which a Trigger Event is in effect, sequentially, as follows:

                                    (A)      concurrently, as follows:

                                             (1)   sequentially, the Group I
Principal Distribution Amount to the Class AF-1 Certificates, until the
Certificate Principal Balances thereof have been reduced to zero; and

                                             (2)   sequentially, the Group II
Principal Distribution Amount to the Class AV-1 Certificates, until the
Certificate Principal Balances thereof have been reduced to zero;

                                    (B)      concurrently, as follows:

                                             (1)   the Group I Principal
Distribution Amount remaining after distributions pursuant to priority (A)(1)
above, sequentially, to the Class AV-1 Certificates, until the Certificate
Principal Balances thereof have been reduced to zero; and

                                             (2)   the Group II Principal
Distribution Amount remaining after distributions pursuant to priority (A)(2)
above, sequentially, to the Class AF-1 Certificates, until the Certificate
Principal Balances thereof have been reduced to zero;

                                    (C)      to the Holders of the Class M-1
Certificates, 100% of the remaining Principal Distribution Amount for such
Distribution Date, until the Certificate Principal Balance of the Class M-1
Certificates has been reduced to zero;

                                    (D)      to the Holders of the Class M-2
Certificates, 100% of the remaining Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-2 Certificates has been reduced to
zero;

                                    (E)      to the Holders of the Class B-1
Certificates, 100% of the remaining Principal Distribution Amount, until the
Certificate Principal Balance of the Class B-1 Certificates has been reduced to
zero;

                                    (F)      to the Holders of the Class B-2
Certificates, 100% of the remaining Principal Distribution Amount, until the
Certificate Principal Balance of the Class B-2 Certificates has been reduced to
zero

                                    (G)      to the Holders of the Class B-3
Certificates, 100% of the remaining Principal Distribution Amount, until the
Certificate Principal Balance of the Class B-3 Certificates has been reduced to
zero; and

                                    (H)      any amount of the Principal
Distribution Amount remaining after making all of the distributions in clauses
(A), (B), (C), (D), (E), (F) and (G) shall be applied as set forth in Section
4.02(b).

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                           (ii)     on or after the Stepdown Date and as long as
a Trigger Event is not in effect:

                                    (A)      concurrently as follows:

                                             (1)   sequentially, the Group I
Principal Distribution Amount to the Class AF-1 Certificates, until the
Certificate Principal Balances thereof have been reduced to zero; and

                                             (2)   the Group II Principal
Distribution Amount to the Class AV-1 Certificates, until the Certificate
Principal Balances thereof have been reduced to zero;

                                    (B)      concurrently, as follows:

                                             (1)   the Group I Principal
Distribution Amount remaining after distributions pursuant to priority (A)(1)
above, to the Class AV-1 Certificates, until the Certificate Principal Balances
thereof have been reduced to zero; and

                                             (2)   the Group II Principal
Distribution Amount remaining after distributions pursuant to priority (A)(2)
above, to the Class AF-1 Certificates, until the Certificate Principal Balances
thereof have been reduced to zero;

                                    (C)      the lesser of (x) the excess of (i)
the Principal Distribution Amount over (ii) the sum of the amount distributed to
the Class A Certificates in clauses (A) and (B) above and (y) the Class M-1
Principal Distribution Amount will be distributed to the Class M-1 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;

                                    (D)      the lesser of (x) the excess of (i)
the Principal Distribution Amount over (ii) the sum of the amount distributed to
the Class A Certificates in clauses (A) and (B) above and the amount distributed
to the Class M-1 Certificates in clause (C) above and (y) the Class M-2
Principal Distribution Amount will be distributed to the Class M-2 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;

                                    (E)      the lesser of (x) the excess of (i)
the Principal Distribution Amount over (ii) the sum of the amount distributed to
the Class A Certificates pursuant to clauses (A) and (B) above, the amount
distributed to the Class M-1 Certificates pursuant to clause (C) above and the
amount distributed to the Class M-2 Certificates pursuant to clause (D) above
and (y) the Class B-1 Principal Distribution Amount will be distributed to the
Class B-1 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero;

                                    (F)      the lesser of (x) the excess of (i)
the Principal Distribution Amount over (ii) the sum of the amount distributed to
the Class A Certificates pursuant to clauses (A) and (B) above, the amount
distributed to the Class M-1 Certificates pursuant to clause (C) above, the
amount distributed to the Class M-2 Certificates pursuant to clause (D) above
and the amount distributed to the Class B-1 Certificates pursuant to clause (E)

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above and (y) the Class B-2 Principal Distribution Amount will be distributed to
the Class B-2 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero;

                                    (G)      the lesser of (x) the excess of (i)
the Principal Distribution Amount over (ii) the sum of the amount distributed to
the Class A Certificates pursuant to clauses (A) and (B) above, the amount
distributed to the Class M-1 Certificates pursuant to clause (C) above, the
amount distributed to the Class M-2 Certificates pursuant to clause (D) above,
the amount distributed to the Class B-1 Certificates pursuant to clause (E)
above and the amount distributed to the Class B-2 Certificates pursuant to
clause (F) above and (y) the Class B-3 Principal Distribution Amount will be
distributed to the Class B-3 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; and

                                    (H)      any amount of the Principal
Distribution Amount remaining after making all of the distributions in clauses
(A), (B), (C), (D), (E), (F) and (G) above shall be applied as set forth in
Section 4.02(b).

                  (b)      On each Distribution Date, any Monthly Excess
Cashflow Amount shall be distributed, to the extent available, in the following
order of priority on such Distribution Date:

(i) to pay any remaining unpaid Accrued Certificate Interest for such
Distribution Date, pro rata, among the Class AF-1, Class AV-1 and Class A-IO
Certificates;

                           (ii)     to pay the remaining Interest Carry Forward
Amounts for the classes of Class A Certificates, if any, pro rata, among the
Class AF-1, Class AV-1 and Class A-IO Certificates;

                           (iii)    to pay the Extra Principal Distribution
Amount for such Distribution Date in accordance with Section 4.02(a);

                           (iv)     to pay any remaining unpaid Accrued
Certificate Interest for such Distribution Date for the Class M-1 Certificates;

                           (v)      to pay the Class M-1 Interest Carry Forward
Amount, if any;

                           (vi)     to pay the Class M-1 Realized Loss
Amortization Amount for such Distribution Date;

                           (vii)    to pay any remaining unpaid Accrued
Certificate Interest for such Distribution Date for the Class M-2 Certificates;

                           (viii)   to pay the Class M-2 Interest Carry Forward
Amount, if any;

                           (ix)     to pay the Class M-2 Realized Loss
Amortization Amount for such Distribution Date;

                           (x)      to pay any remaining unpaid Accrued
Certificate Interest for such Distribution Date for the Class B-1 Certificates;

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                           (xi)     to pay the Class B-1 Interest Carry Forward
Amount, if any;

                           (xii)    to pay the Class B-1 Realized Loss
Amortization Amount for such Distribution Date;

                           (xiii)   to pay any remaining unpaid Accrued
Certificate Interest for such Distribution Date for the Class B-2 Certificates;

                           (xiv)    to pay the Class B-2 Interest Carry Forward
Amount, if any;

                           (xv)     to pay the Class B-2 Realized Loss
Amortization Amount for such Distribution Date;

                           (xvi)    to pay any remaining unpaid Accrued
Certificate Interest for such Distribution Date for the Class B-3 Certificates;

                           (xvii)   to pay the Class B-3 Interest Carry Forward
Amount, if any;

                           (xviii)  to pay the Class B-3 Realized Loss
Amortization Amount for such Distribution Date;

                           (xix)    to pay the Class R Excess Interest Amount
for such Distribution Date;

                           (xx)     to pay the Class R Excess Interest
Carryforward Amount for such Distribution Date;

                           (xxi)    to the Class AV-1 Certificates, the
aggregate amount of any Carryover Amount due to such Certificates;

                           (xxii)   sequentially, to the Class M-1, Class M-2,
Class B-1, Class B-2 and Class B-3 Certificates, in that order, any Carryover
Amount due to such Certificates;

                           (xxiii)  to pay the Class N Certificates, from the
remaining amount distributable on the Class X/N Interest, (A) the Accrued
Certificate Interest for the Class N Certificates, (B) the unpaid Interest Carry
Forward Amount for the Class N Certificates and (C) any remaining Monthly Excess
Cashflow Amount to reduce the Class N Notional Amount, until the Class N
Notional Amount has been reduced to zero; and

                           (xxiv)   to the Class X Certificates, the Class X
Distributable Amount for such Distribution Date.

         On each Distribution Date, there shall be distributed to the Holders of
the Class R Certificates any remaining amount in the Distribution Account on
such date after the application pursuant to Sections 4.01, 4.02(a),
4.02(b)(i)-(xxiv) and 4.02(c).

                  (c)      On each Distribution Date, all prepayment penalties
(including amounts deposited in connection with the full or partial waiver of
such prepayment penalties pursuant to

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Section 3.01) shall be allocated to the Class N Certificates for so long as the
Notional Amount of the Class N Certificates is greater than zero pursuant to
Section 4.02(b)(xviii) above), and to the Class X Certificates after the Class N
Notional Amount has been reduced to zero.

                  (d)      Any amounts distributed to the Cap Carryover
Certificates in respect of Carryover Amounts pursuant to Sections 4.01(b)(xxi)
and (xxii) shall first be deemed distributed by REMIC 4 as a distribution in
respect of the REMIC 4 Class X/N Interest, then by REMIC 5 in respect of the
REMIC 5 Class X/N Interest and then distributed to the Cap Carryover
Certificates from the Grantor Trust as payments on notional principal contracts
in the nature of cap contracts.

                  (e)      Any amounts distributed to the Class B-1 Certificates
pursuant to Section 4.01 or this Section 4.02, other than Carryover Amounts,
shall be deemed distributed by REMIC 4 in respect of the REMIC 4 B-1 Interest,
then paid to REMIC 6 and distributed thereby as a distribution in respect of the
REMIC 6 B-1 Interest.

                  (f)      Any amounts distributed to the Class B-2 Certificates
pursuant to Section 4.01 or this Section 4.02, other than Carryover Amounts,
shall be deemed distributed by REMIC 4 in respect of the REMIC 4 B-2 Interest,
then paid to REMIC 7 and distributed thereby as a distribution in respect of the
REMIC 7 B-2 Interest.

                  (g)      Any amounts distributed to the Class B-3 Certificates
pursuant to Section 4.01 or this Section 4.02, other than Carryover Amounts,
shall be deemed distributed by REMIC 4 in respect of the REMIC 4 B-3 Interest,
then paid to REMIC 8 and distributed thereby as a distribution in respect of the
REMIC 8 B-3 Interest.

                  (h)      The principal distribution priorities among the Class
A Certificates in Section 4.02(a) will not apply to the Class A Certificates on
any Distribution Date on which the aggregate Certificate Principal Balance of
the Class A Certificates, assuming that 100% of the Principal Remittance Amount
is applied as a principal payment on the Class A Certificates on such
Distribution Date, would exceed the Pool Balance as of the last day of the
related Collection Period. On any such Distribution Date, the Principal
Distribution Amount will be distributed as principal, concurrently, to the Class
A Certificates, pro rata, in accordance with their respective Certificate
Principal Balances immediately prior to that Distribution Date.

         Section 4.03 Allocation of Losses.

         Realized Losses shall be allocated first against the Remaining Initial
Overcollateralization Amount and second to the Subsequent Overcollateralization
Amount, until the Overcollateralization Amount has been reduced to zero. If,
after giving effect to the distribution of the Principal Distribution Amount on
any Distribution Date the aggregate Certificate Principal Balance of the Offered
Certificates exceeds the Pool Balance as of the end of the related Collection
Period, such excess will be allocated against the Class B-3, Class B-2, Class
B-1, Class M-2 and Class M-1 Certificates, in that order, until the respective
Certificate Principal Balances thereof are reduced to zero.

         Special Hazard Losses will be allocated as described above, provided
that if the cumulative amount of such losses, as of any date of determination,
exceeds the greatest of (i) 1.0% of the Pool Balance as of the Cut-off Date,
(ii) two times the amount of the principal

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balance of the largest Mortgage Loan as of the date of determination and (iii)
an amount equal to the aggregate principal balances of the Mortgage Loans in the
largest zip-code concentration in the State of California as of the date of
determination, such losses will be allocated among the Class M-1, Class M-2,
Class B-1, Class B-2 and Class B-3 Certificates, pro rata, based on their
respective Certificate Principal Balances.

         Section 4.04 Method of Distribution.

         The Trustee shall make distributions in respect of a Distribution Date
to each Certificateholder of record on the related Record Date (other than as
provided in Section 10.01 respecting the final distribution), in the case of
Certificateholders of the Certificates, by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and is the
registered owner of such Certificates the aggregate initial Certificate
Principal Balance or Notional Amount of which is in excess of $5,000,000, or by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, provided that
the Trustee may deduct a reasonable wire transfer fee from any payment made by
wire transfer. Distributions among Certificateholders shall be made in
proportion to the Percentage Interests evidenced by the Certificates held by
such Certificateholders.

         Section 4.05 Distributions on Book-Entry Certificates.

         Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Certificate Owners that it represents. All such credits
and disbursements with respect to a Book-Entry Certificate are to be made by the
Depository and the Depository Participants in accordance with the provisions of
the Certificates. None of the Trustee, the Depositor, the Servicer or the Seller
shall have any responsibility therefor except as otherwise provided by
applicable law.

         Section 4.06 Statements.

                  (a)      On each Distribution Date, based, as applicable, on
the Mortgage Loan information contained in the Remittance Report, the Trustee
shall prepare and post on its website at www.usbank.com/abs, a statement as to
the distributions made on such Distribution Date:

                           (i)      the amount of the distribution made on such
Distribution Date to the Holders of each Class of Certificates allocable to
principal or reduction of Notional Amount, separately identified;

                           (ii)     the amount of the distribution made on such
Distribution Date to the Holders of each Class of Certificates allocable to
interest or Class X Distributable Amount, separately identified;

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                           (iii)    the Overcollateralization Amount, the
Overcollateralization Release Amount, the Overcollateralization Deficiency and
the Targeted Overcollateralization Amount as of such Distribution Date and the
Monthly Excess Interest Amount and Monthly Excess Cashflow Amount for such
Distribution Date;

                           (iv)     the aggregate amount of servicing
compensation received by the Servicer during the related Collection Period;

                           (v)      the aggregate amount of Advances for the
related Collection Period;

                           (vi)     the Pool Balance and the Loan Group Balance
for each Loan Group at the close of business at the end of the related
Collection Period;

                           (vii)    separately stated for each Loan Group, the
number, weighted average remaining term to maturity and weighted average
Mortgage Interest Rate of the Mortgage Loans as of the related Due Date;

                           (viii)   separately stated for each Loan Group, the
number and aggregate unpaid principal balance of Mortgage Loans (a) 30 to 59
days past due on a contractual basis, (b) 60 to 89 days past due on a
contractual basis, (c) 90 or more days past due on a contractual basis, (d) as
to which foreclosure proceedings have been commenced and (e) in bankruptcy as of
the close of business on the last day of the calendar month preceding such
Distribution Date;

                           (ix)     separately stated for each Loan Group, with
respect to any Mortgage Loan that became an REO Property during the preceding
calendar month, the loan number of such Mortgage Loan, the unpaid principal
balance and the Principal Balance of such Mortgage Loan as of the date it became
an REO Property;

                           (x)      separately stated for each Loan Group, the
book value of any REO Property as of the close of business on the last Business
Day of the calendar month preceding the Distribution Date, and, cumulatively,
the total number and cumulative principal balance of all REO Properties as of
the close of business of the last day of the preceding Collection Period;

                           (xi)     separately stated for each Loan Group, the
aggregate amount of Principal Prepayments made during the related Prepayment
Period;

                           (xii)    the aggregate amount of prepayment penalties
collected (including amounts deposited in connection with the full or partial
waiver of such prepayment penalties pursuant to Section 3.01) during the related
Collection Period and the amounts thereof allocable to the Class N Certificates
and the Class X Certificates;

                           (xiii)   separately stated for each Loan Group, the
aggregate amount of Realized Losses incurred during the related Collection
Period and the cumulative amount of Realized Losses;

                           (xiv)    the Certificate Principal Balance, or
Notional Amount, as applicable, of each Class of Certificates, after giving
effect to the distributions, and allocations of

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Realized Losses or Applied Realized Loss Amounts, as applicable, made on such
Distribution Date, separately identifying any reduction thereof due to
allocations of Realized Losses or Applied Realized Loss Amounts;

                           (xv)     the Accrued Certificate Interest in respect
of each Class of Offered Certificates for such Distribution Date, separately
identifying the portions thereof attributable to Carryover Amounts, and the
respective portions thereof, if any, remaining unpaid following the
distributions made in respect of such Certificates on such Distribution Date;

                           (xvi)    the aggregate amount of any Prepayment
Interest Shortfalls for such Distribution Date, to the extent not covered by
payments by the Servicer pursuant to Section 3.23;

                           (xvii)   [Reserved];

                           (xviii)  [Reserved];

                           (xix)    the amount of the Trustee Fee paid;

                           (xx)     the Carryover Amounts distributed on such
Distribution Date and the amounts remaining after giving effect to distributions
thereof on such Distribution Date;

                           (xxi)    any Overcollateralization Deficiency after
giving effect to the distribution of principal on such Distribution Date;

                           (xxii)   whether a Trigger Event has occurred and is
continuing, and the cumulative Realized Losses, as a percentage of the original
Pool Balance;

                           (xxiii)  the Available Funds;

                           (xxiv)   the rate at which interest accrues for each
Class of Certificates for such Distribution Date;

                           (xxv)    the Liquidation Report for such Distribution
Date;

                           (xxvi)   the aggregate Principal Balance of Mortgage
Loans purchased by the Servicer or Seller during the related Collection Period
and indicating the Section of this Agreement requiring or allowing the purchase
of each such Mortgage Loan; and

                           (xxvii)  the aggregate Principal Balance of the
Mortgage Loans repurchased by the Servicer (or an affiliate) during the related
Collection Period in connection with Section 3.16.

         Parties that are unable to use http://www.usbank.com/abs are entitled
to have a paper copy mailed to them via first class mail by calling the Trustee
at (800) 934-6802 and indicating such. The Trustee shall have the right to
change the way such statements are distributed in order to make such
distribution more convenient and/or more accessible to the above parties and the

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Trustee shall provide timely and adequate notification to all above parties
regarding any such changes.

         The Trustee may fully rely upon and shall have no liability with
respect to information with respect to the Mortgage Loans provided by the
Servicer.

         In the case of information furnished pursuant to subclauses (i) through
(iii) above, the amounts shall be expressed in a separate section of the report
as a dollar amount for each Class for each $1,000 original dollar amount as of
the Cut-off Date.

                  (b)      Within a reasonable period of time after the end of
each calendar year, the Trustee shall furnish to each Person who at any time
during the calendar year was a Certificateholder of a Regular Certificate, if
requested in writing by such Person, such information as is reasonably necessary
to provide to such Person a statement containing the information set forth in
subclauses (i), (ii), (xv) and (xx) above, aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be prepared and furnished
by the Trustee to Certificateholders pursuant to any requirements of the Code as
are in force from time to time.

                  (c)      On each Distribution Date, the Trustee shall make
available to the Residual Certificateholders a copy of the reports made
available to the Regular Certificateholders in respect of such Distribution Date
with such other information as the Trustee deems necessary or appropriate. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be prepared and furnished to
Residual Certificateholders by the Trustee pursuant to any requirements of the
Code as from time to time in force.

         Section 4.07 Remittance Reports; Advances.

                  (a)      On the second Business Day following each
Determination Date but in no event less than four Business Days prior to the
related Distribution Date, the Servicer shall deliver to the Trustee by telecopy
(or by such other means as the Servicer and the Trustee may agree from time to
time) a Remittance Report with respect to the related Distribution Date. On the
same date, the Servicer shall forward to the Trustee by overnight mail a
computer readable magnetic tape or diskette or in such other medium as may be
agreed between the Servicer and the Trustee containing the information set forth
in such Remittance Report with respect to the related Distribution Date. Not
later than the close of business New York time on the Servicer Remittance Date,
the Servicer shall deliver or cause to be delivered to the Trustee in addition
to the information provided on the Remittance Report, such other information
reasonably available to it with respect to the Mortgage Loans as the Trustee may
reasonably request or order in order for the Trustee to perform the calculations
necessary to make the distributions contemplated by Section 4.01, 4.02 and 4.03
and to prepare the statements to Certificateholders contemplated by Section
4.06. The Trustee shall not be responsible to recompute, recalculate or verify
any information provided to it by the Servicer.

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                  (b)      The amount of Advances to be made by the Servicer for
any Distribution Date shall equal, subject to Section 4.07(d), the sum of (i)
the aggregate amount of Monthly Payments (net of the related Servicing Fee), due
during the related Collection Period in respect of the Actuarial Mortgage Loans,
which Monthly Payments were delinquent on a contractual basis as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which such REO Property an REO Disposition did not
occur during the related Prepayment Period, an amount equal to the excess, if
any, of the interest portion of Monthly Payments (net of the related Servicing
Fee) that would have been due on the related Due Date in respect of the related
Mortgage Loans, over the net income from such REO Property deposited in the
Collection Account pursuant to Section 3.13 for distribution on such
Distribution Date. For purposes of the preceding sentence, the Monthly Payment
on each Balloon Mortgage Loan with a delinquent Balloon Payment is equal to the
assumed monthly payment that would have been due on the related Due Date based
on the original principal amortization schedule for the such Balloon Mortgage
Loan. The Servicer shall not be obligated to make any Advance with respect to
Simple Interest Mortgage Loans or the principal portion of the Monthly Payments
that would have been due on the related Due Date with respect to REO Properties.

         On or before the close of business New York time on the Servicer
Remittance Date, the Servicer shall remit in immediately available funds to the
Trustee for deposit in the Distribution Account an amount equal to the aggregate
amount of Advances, if any, to be made in respect of the Mortgage Loans and REO
Properties for the related Distribution Date either (i) from its own funds or
(ii) from the Collection Account, to the extent of funds held therein for future
distribution (in which case it will cause to be made an appropriate entry in the
records of the Collection Account that amounts held for future distribution have
been, as permitted by this Section 4.07, used by the Servicer in discharge of
any such Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of Advances to be made by the Servicer with respect
to the Mortgage Loans and REO Properties. In addition, the Servicer shall have
the right to reimburse itself for any such Advance from amounts held from time
to time in the Collection Account to the extent such amounts are not then
required to be distributed. Any amounts held for future distribution and so used
shall be appropriately reflected in the Servicer's records and replaced by the
Servicer by deposit in the Collection Account on or before any future Servicer
Remittance Date to the extent that the Available Funds for the related
Distribution Date (determined without regard to Advances to be made on the
Servicer Remittance Date) shall be less than the total amount that would be
distributed to the Classes of Certificateholders pursuant to Section 4.01 and
4.02 on such Distribution Date if such amounts held for future distributions had
not been so used to make Advances. The Trustee will provide notice to the
Servicer by telecopy by the close of business on any Servicer Remittance Date in
the event that the amount remitted by the Servicer to the Trustee on such date
is less than the Advances required to be made by the Servicer for the related
Distribution Date, as set forth in the related Remittance Report.

                  (c)      The obligation of the Servicer to make such Advances
is mandatory, notwithstanding any other provision of this Agreement but subject
to (d) below, and, with respect to any Mortgage Loan or REO Property, shall
continue until the earlier of such time as the Trust acquires title to the
related Mortgaged Property or such Mortgage Loan is paid in full by the
Mortgagor or disposed of by the Trust, or until the recovery of all Liquidation
Proceeds thereon.

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                  (d)      Notwithstanding anything herein to the contrary, no
Advance or Servicing Advance shall be required to be made hereunder by the
Servicer if such Advance would, if made, constitute a Nonrecoverable Advance.
The determination by the Servicer that it has made a Nonrecoverable Advance or
that any proposed Advance, if made, would constitute a Nonrecoverable Advance,
shall be evidenced by an Officers' Certificate of the Servicer delivered to the
Depositor and the Trustee.

         Section 4.08 REMIC Distributions.

                  (a)      REMIC 8. All amounts deemed distributed in respect of
the REMIC 4 B-3 Interest shall be treated as received by REMIC 8 then
distributed by REMIC 8 in respect of the REMIC 8 B-3 Interest. All allocations
of Applied Realized Loss Amounts and Realized Loss Amortization Amounts to the
REMIC 4 B-3 Interest shall result in similar allocations to the REMIC 8 B-3
Interest.

                  (b)      REMIC 7. All amounts deemed distributed in respect of
the REMIC 4 B-2 Interest shall be treated as received by REMIC 7 then
distributed by REMIC 7 in respect of the REMIC 7 B-2 Interest. All allocations
of Applied Realized Loss Amounts and Realized Loss Amortization Amounts to the
REMIC 4 B-2 Interest shall result in similar allocations to the REMIC 7 B-2
Interest

                  (c)      REMIC 6. All amounts deemed distributed in respect of
the REMIC 4 B-1 Interest shall be treated as received by REMIC 6 then
distributed by REMIC 6 in respect of the REMIC 6 B-1 Interest. All allocations
of Applied Realized Loss Amounts and Realized Loss Amortization Amounts to the
REMIC 4 B-1 Interest shall result in similar allocations to the REMIC 6 B-1
Interest

                  (d)      REMIC 5. All amounts deemed distributed in respect of
the REMIC 4 X/N Interest shall be treated as received by REMIC 5 then
distributed by REMIC 5 in respect of the REMIC 5 X/N Interest. All allocations
of Applied Realized Loss Amounts and Realized Loss Amortization Amounts to the
REMIC 4 X/N Interest shall result in similar allocations to the REMIC 5 X/N
Interest.

                  (e)      REMIC 4. On each Distribution Date, REMIC 4 shall be
deemed to have received the amounts deemed distributed in respect of the REMIC 3
Regular Interests and the REMIC 2 IO Interests. Principal, interest, shortfalls
and Realized Losses shall be deemed paid to and allocated among the REMIC 4
Regular Interests in the same manner as such items (other than payments to the
Cap Carryover Certificates in respect of Carryover Amounts, which shall be
deemed paid in respect of the REMIC 4 X/N Interest) are paid or allocated in
respect of the related Certificates (the REMIC 4 AV-1 Interest being related to
the Class AV-1 Certificates, the REMIC 4 M-1 Interest being related to the Class
M-1 Certificates, the REMIC 4 M-2 Interest being related to the Class M-2
Certificates, the REMIC 4 B-1 Interest being related to the Class B-1
Certificates, the REMIC 4 B-2 Interest being related to the Class B-2
Certificates and the REMIC 4 B-3 Interest being related to the Class B-3
Certificates). On each Distribution Date, principal shall be paid to, Realized
Losses shall be allocated to and accrued but unpaid interest shall be added to
the principal amount of the REMIC 4 X/N Interest so that such principal amount
shall equal the excess of (i) the Pool Balance as of the close of the related
Collection

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Period over (ii) the aggregate Certificate Principal Balance of each Class of
Certificates on such Distribution Date after all principal payments have been
made and Realized Losses have been allocated to such Certificates (other than
the Class X or Class N Certificates). The portion of Available Funds remaining
in REMIC 4 on a Distribution Date shall be distributed to the Class R
Certificates in respect of the Class R-4 Interest.

                  (f)      REMIC 3. On each Distribution Date, REMIC 3 shall be
deemed to have received the amounts deemed distributed in respect of the REMIC 2
Regular Interests other than the REMIC 2 IO Interests. Amounts with respect to
interest shall accrue on the REMIC 3 Regular Interests at the rates specified in
the Preliminary Statement. Payments and Realized Losses shall be allocated among
the REMIC 3 Regular Interests so that (i) each of the Marker Interests shall
have a principal balance equal to 25% of the principal balance of the related
REMIC 4 Regular Interest (with the Class AF-1 Certificates being related to the
Class LT3-AF1 Interest, the REMIC 4 AV-1 Interest being related to the Class
LT3-AV1 Interest, the REMIC 4 M-1 Interest being related to the Class LT3-M1
Interest, the REMIC 4 M-2 Interest being related to the Class LT3-M2 Interest,
the REMIC 4 B-1 Interest being related to the Class LT3-B1 Interest, the REMIC 4
B-2 Interest being related to the Class LT3-B2 Interest and the REMIC 4 B-3
Interest being related to the Class LT3-B3 Interest), (ii) the Class LT3-X1
Interest has a principal balance equal to the excess of (x) 50% of the remaining
principal balance of the Mortgage Loans over (y) the aggregate principal balance
of the Marker Interests (if necessary to reflect an increase in
overcollateralization, accrued and unpaid interest on the Class LT3-X1 interest
may be added to its principal amount to achieve this result) and (iii) the
aggregate principal amount of the Class LT3-IA Interest, Class LT3-IB Interest,
Class LT3-IIA Interest, Class LT3-IIB Interest and the Class LT3-X2 Interest
shall equal 50% of the remaining principal balance of the Mortgage loans.
Distributions and Realized Losses allocated to the REMIC 3 Regular Interests
described in clause (iii) of the preceding sentence will be allocated among such
REMIC 3 Regular Interests in the following manner: (x) distributions shall be
deemed made to such REMIC 3 Regular Interests first, so as to keep the principal
balance of the each such REMIC 3 Regular Interest with the designation "B" equal
to .01% of the aggregate scheduled principal balance of the Mortgage Loans in
the related Loan Group; second, to such REMIC 3 Regular Interests with the
designation "A" so that the uncertificated principal balance of each such REMIC
3 Regular Interest is equal to .01% of the excess of (I) the aggregate scheduled
principal balance of the Mortgage Loans in the related Loan Group over (II) the
aggregate principal balance of the Class AF-1 Certificates, in the case of Loan
Group I, or the Class AV-1 Certificates, in the case of Loan Group II (except
that if .01% of any such excess is greater than the principal amount of the
corresponding REMIC 3 Regular Interest with the designation "A", the least
amount of principal shall be distributed to such REMIC 3 Regular Interests with
the designation "A" such that the REMIC 3 Subordinated Balance Ratio is
maintained) and finally, any remaining distributions of principal to the Class
LT3-X2 Interest and (y) Realized Losses shall be allocated among the REMIC 3
Regular Interests described in clause (iii) of the preceding sentence in the
following manner: (x) Realized Losses shall be deemed allocated to such REMIC 3
Regular Interests first, so as to keep the principal balance of the each such
REMIC 3 Regular Interest with the designation "B" equal to .01% of the aggregate
scheduled principal balance of the Mortgage Loans in the related Loan Group;
second, to such REMIC 3 Regular Interests with the designation "A" so that the
uncertificated principal balance of each such REMIC 3 Regular Interest is equal
to .01% of the excess of (I) the aggregate scheduled principal balance of the
Mortgage Loans in the related Loan Group over (II) the aggregate principal
balance of the Class

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AF-1 Certificates, in the case of Loan Group I, or the Class AV-1 Certificates,
in the case of Loan Group II (except that if .01% of any such excess is greater
than the principal amount of the corresponding REMIC 3 Regular Interest with the
designation "A", the least amount of Realized Losses shall be allocated to such
REMIC 3 Regular Interests with the designation "A" such that the REMIC 3
Subordinated Balance Ratio is maintained) and finally, any remaining Realized
Losses to the Class LT3-X2 Interest. Notwithstanding the preceding two
sentences, however, Realized Losses not allocated to any Class of Certificates
will not be allocated to any REMIC 3 Regular Interests. All computations with
respect to the REMIC 3 Regular Interests shall be taken out to eight decimal
places. Any portion of Available Funds remaining in REMIC 3 on a Distribution
Date shall be distributed to the Class R Certificates in respect of the Class
R-3 Interest.

                  (g)      REMIC 2. On each Distribution Date, the REMIC 2
Regular Interests shall receive distributions of interest and principal equal in
the aggregate to amounts distributable pursuant to Sections 4.01 and 4.02 (other
than to the Class R Certificates) from amounts on deposit in the Distribution
Account. Such amounts with respect to interest shall accrue at the rate
specified in the Preliminary Statement with respect to each REMIC 2 Regular
Interest. Any shortfalls of interest on the Group I Mortgage Loans will be
allocated, first, to the Class LT2-I-X Interest, then to the remaining REMIC 2
Regular Interests (other than the REMIC 2 IO Interests) designated with a "I" in
numerical order and finally to the REMIC 2 Regular Interests designated with
both a "I" and an "IO". Any shortfalls of interest on the Group II Mortgage
Loans will be allocated, first, to the Class LT2-II-X Interest, then to the
remaining REMIC 2 Regular Interests (other than the REMIC 2 IO Interests)
designated with a "II" in numerical order and finally to the REMIC 2 Regular
Interests designated with both a "II" and an "IO". Amounts in reduction of
principal balance of the REMIC 2 Regular Interests in respect of Loan Group I
shall be allocated first, to the Class LT2-I-X Interest and then to the
remaining REMIC 2 Regular Interests (other than the REMIC 2 IO Interests) with
the designation "I" in numerical order, so that the principal balance of each
REMIC 2 Regular Interest (other than the REMIC 2 IO Interests) designated with a
"I" is equal to the principal balance of the REMIC 1 Regular Interest designated
with a "I" that has the same numerical designation. Amounts in reduction of
principal balance of the REMIC 2 Regular Interests in respect of Loan Group II
shall be allocated first, to the Class LT2-II-X Interest and then to the
remaining REMIC 2 Regular Interests (other than the REMIC 2 IO Interests) with
the designation "II" in numerical order, so that the principal balance of each
REMIC 2 Regular Interest (other than the REMIC 2 IO Interests) designated with a
"II" is equal to the principal balance of the REMIC 1 Regular Interest
designated with a "II" that has the same numerical designation. Realized Losses
in respect of principal shall be allocated in the same manner as amounts in
reduction of principal balance. Such amounts with respect to principal and any
Realized Losses with respect to principal shall reduce the principal balances of
the REMIC 2 Regular Interests so that (i) in the aggregate, such balances
correspond to the Pool Balance of the Mortgage Loans as of the last day of the
related Due Period, (ii) in the aggregate, the principal balances of the REMIC 2
Regular Interests with the designation "I" correspond to the Pool Balance of the
Group I Mortgage Loans as of the last day of the related Due Period and (iii) in
the aggregate, the principal balances of the REMIC 2 Regular Interests with the
designation "II" correspond to the Pool Balance of the Group II Mortgage Loans
as of the last day of the related Due Period. Amounts in the Distribution
Account deemed distributed in respect of the REMIC 2 Regular Interests shall be
treated as held by REMIC 3 (in the case of amounts deemed distributed in

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respect of REMIC 2 Regular Interests other than the REMIC 2 IO Interests) and by
REMIC 4 (in the case of amounts deemed distributed in respect of the REMIC 2 IO
Interests) for distribution in accordance with Section 4.08(f) and Section
4.08(e) respectively. Any amounts remaining in REMIC 2 on a Distribution Date
shall be distributed to the Class R Certificates in respect of the Class R-2
Interest.

                  (h)      REMIC 1. On each Distribution Date, the REMIC 1
Regular Interests shall receive distributions of interest and principal equal in
the aggregate to amounts distributable pursuant to Sections 4.01 and 4.02 (other
than to the Class R Certificates) from amounts on deposit in the Distribution
Account. Such amounts with respect to interest shall accrue at the rate
specified in the Preliminary Statement with respect to each REMIC 1 Regular
Interest. Any shortfalls of interest on the Group I Mortgage Loans will be
allocated, first, to the Class LT1-I-X Interest then to the remaining REMIC 1
Regular Interests designated with a "I" in numerical order. Any shortfalls of
interest on the Group II Mortgage Loans will be allocated, first, to the Class
LT1-II-X Interest then to the remaining REMIC 1 Regular Interests designated
with a "II" in numerical order. Amounts in reduction of principal balance of the
REMIC 1 Regular Interests in respect of Loan Group I shall be allocated first,
to the Class LT1-I-X Interest and then to the remaining REMIC 1 Regular
Interests with the designation "I" in numerical order. Amounts in reduction of
principal balance of the REMIC 1 Regular Interests in respect of Loan Group II
shall be allocated first, to the Class LT1-II-X Interest and then to the
remaining REMIC 1 Regular Interests with the designation "II" in numerical
order. Realized Losses in respect of principal shall be allocated in the same
manner as amounts in reduction of principal balance. Such amounts with respect
to principal and any Realized Losses with respect to principal shall reduce the
principal balances of the REMIC 1 Regular Interests so that (i) in the
aggregate, such balances correspond to the Pool Balance of the Mortgage Loans as
of the last day of the related Due Period, (ii) in the aggregate, the principal
balances of the REMIC 1 Regular Interests with the designation "I" correspond to
the Pool Balance of the Group I Mortgage Loans as of the last day of the related
Due Period and (iii) in the aggregate, the principal balances of the REMIC 1
Regular Interests with the designation "II" correspond to the Pool Balance of
the Group II Mortgage Loans as of the last day of the related Due Period.
Amounts in the Distribution Account deemed distributed in respect of the REMIC 1
Regular Interests shall be treated as held by REMIC 2 for distribution in
accordance with Section 4.08(g). Any amounts remaining in REMIC 1 on a
Distribution Date shall be distributed to the Class R Certificates in respect of
the Class R-1 Interest.

                  (i)      All prepayment penalties (including amounts deposited
in connection with the full or partial waiver of prepayment penalties pursuant
to Section 3.01) shall be distributed from REMIC 1 to REMIC 2 in respect of the
LT1-I-30 Interest (in the case or prepayment penalties in respect of Group I
Mortgage Loans) or the Class LT1-II-30 Interest (in the case of prepayment
penalties in respect of Group II Mortgage Loans), from REMIC 2 to REMIC 3 in
respect of the Class LT2-I-30 Interest (in the case of prepayment penalties in
respect of Group I Mortgage Loans) or the Class LT2-II-30 Interest (in the case
of prepayment penalties in respect of Group II Mortgage Loans), from REMIC 3 to
REMIC 4 in respect of the Class LT3-X1 Interest, from REMIC 4 to REMIC 5 in
respect of the REMIC 4 X/N Interest, and from REMIC 5 to the Class X/N Interest
in respect of the REMIC 5 X/N Interest.

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                  (j)      Notwithstanding anything to the contrary contained
herein, the above distributions in this Section 4.08 (other than on the
Certificates) are deemed distributions, and distributions of funds from the
Distribution Account shall be made only in accordance with Sections 4.01 and
4.02 hereof.

                                   ARTICLE V

                                THE CERTIFICATES

         Section 5.01 The Certificates.

         Each of the Class AF-1, Class AV-1, Class A-IO, Class M-1, Class M-2,
Class B-1, Class B-2, Class B-3, Class N, Class X, Class R and Class R-X
Certificates shall be substantially in the forms annexed hereto as exhibits, and
shall, on original issue, be executed by the Trustee and authenticated and
delivered by the Certificate Registrar to or upon the receipt of a Written Order
to Authenticate from the Depositor concurrently with the sale and assignment to
the Trustee of the Trust Fund. Each Class of the Offered Certificates shall be
initially evidenced by one or more Certificates representing a Percentage
Interest with a minimum dollar (or notional amount) denomination of $25,000 and
integral multiples of $1 in excess thereof. The Class N, Class X and Class R
Certificates are issuable only in minimum Percentage Interests of 10%. The Class
R-X Certificates are issuable only in minimum Percentage Interests of 50%.

         The Certificates shall be executed on behalf of the Trust by manual or
facsimile signature on behalf of the Trustee by a Responsible Officer.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of
the Trustee shall bind the Trust, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement or be valid for any purpose, unless such Certificate shall have been
manually authenticated by the Certificate Registrar substantially in the form
provided for herein, and such authentication upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. Subject to Section 5.02(c), the Offered Certificates
shall be Book-Entry Certificates. The Class N, Class X, Class R and Class R-X
Certificates shall not be Book-Entry Certificates but shall be issued in fully
registered certificate form.

         Section 5.02 Registration of Transfer and Exchange of Certificates.

                  (a)      The Certificate Registrar shall cause to be kept at
the Corporate Trust Office of the Trustee a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Certificate
Registrar shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall initially
serve as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided. The Trustee as
Certificate Registrar shall be subject to the same standards of care,
limitations on liability and rights to indemnity as the Trustee, and the
provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14, 8.15 and 8.16 shall
apply to the

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Certificate Registrar to the same extent as they apply to the Trustee. Any
Certificate Registrar appointed in accordance with this Section 5.02(a) may at
any time resign by giving at least 30 days' advance written notice of
resignation to the Trustee, the Servicer and the Depositor, such resignation to
become effective upon appointment of a successor Certificate Registrar.

         Upon surrender for registration of transfer of any Certificate at any
office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph and, in the case of a Residual Certificate,
upon satisfaction of the conditions set forth below, the Trustee on behalf of
the Trust shall execute and the Certificate Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of the same aggregate Percentage Interest.

         At the option of the Certificateholders, Certificates may be exchanged
for other Certificates in authorized denominations and the same aggregate
Percentage Interests, upon surrender of the Certificates to be exchanged at any
such office or agency. Whenever any Certificates are so surrendered for
exchange, the Trustee shall execute on behalf of the Trust and the Certificate
Registrar shall authenticate and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for registration of transfer or exchange shall (if so
required by the Trustee or the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer satisfactory to the Trustee and
the Certificate Registrar duly executed by, the Holder thereof or his attorney
duly authorized in writing.

                  (b)      Upon original issuance, the Book-Entry Certificates
shall be issued in the form of one or more typewritten certificates, to be
delivered to the Depository, the initial Depository, by, or on behalf of, the
Depositor; or to, and deposited with the Certificate Custodian, on behalf of the
Depository, if directed to do so pursuant to instructions from the Depository.
Except as provided in paragraph (c) below, the Book-Entry Certificates shall at
all times remain registered in the name of the Depository or its nominee and at
all times: (i) registration of such Certificates may not be transferred by the
Trustee except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with respect to
ownership and transfers of such Certificates; (iii) ownership and transfers of
registration of such Certificates on the books of the Depository shall be
governed by applicable rules established by the Depository; (iv) the Depository
may collect its usual and customary fees, charges and expenses from its
Depository Participants; (v) the Trustee shall for all purposes deal with the
Depository as representative of the Certificate Owners of the Certificates for
purposes of exercising the rights of Holders under this Agreement, and requests
and directions for and votes of such representative shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; (vi)
the Trustee may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its Depository Participants and
furnished by the Depository Participants with respect to indirect participating
firms and Persons shown on the books of such indirect participating firms as
direct or indirect Certificate Owners; and (vii) the direct participants of the
Depository shall have no rights under this Agreement under or with respect to
any of the Certificates held on their behalf by the Depository, and the
Depository may be treated by the Trustee and their agents, employees, officers
and directors as the absolute owner of the Certificates for all purposes
whatsoever.

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         All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owners. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners
that it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures. The parties hereto are
hereby authorized to execute a Letter of Representations with the Depository or
take such other action as may be necessary or desirable to register a Book-Entry
Certificate to the Depository. In the event of any conflict between the terms of
any such Letter of Representation and this Agreement, the terms of this
Agreement shall control.

                  (c)      If (i)(x) the Depository or the Depositor advises the
Trustee in writing that the Depository is no longer willing or able to discharge
properly its responsibilities as Depository and (y) the Trustee or the Depositor
is unable to locate a qualified successor, (ii) the Depositor, at its sole
option, with the consent of the Trustee, elects to terminate the book-entry
system through the Depository or (iii) after the occurrence of a Servicer Event
of Termination, the Certificate Owners of each Class of Book-Entry Certificates
representing Percentage Interests of such Classes aggregating not less than 51%
advises the Trustee and Depository through the Financial Intermediaries and the
Depository Participants in writing that the continuation of a book-entry system
through the Depository to the exclusion of definitive, fully registered
certificates (the "Definitive Certificates") to Certificate Owners is no longer
in the best interests of the Certificate Owners. Upon surrender to the
Certificate Registrar of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Trustee shall, at the Depositor's expense, in the case of (ii) above, or the
Seller's expense, in the case of (i) and (iii) above, execute on behalf of the
Trust and the Certificate Registrar shall authenticate the Definitive
Certificates. Neither the Depositor 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, the Trustee, the Certificate Registrar, the Servicer, any Paying
Agent and the Depositor shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.

                  (d)      No transfer, sale, pledge or other disposition of any
Private Certificate shall be made unless such disposition is exempt from the
registration requirements of the Securities Act of 1933, as amended (the "1933
Act"), and any applicable state securities laws or is made in accordance with
the 1933 Act and laws. In the event of any such transfer, other than the initial
transfer of the Private Certificates by the Depositor, (i) unless such transfer
is made in reliance upon Rule 144A (as evidenced by the investment letter
delivered to the Certificate Registrar, in substantially the form attached
hereto as Exhibit J) under the 1933 Act, the Certificate Registrar and the
Depositor may require a written Opinion of Counsel (which may be in-house
counsel) acceptable to and in form and substance reasonably satisfactory to the
Certificate Registrar and the Depositor that such transfer may be made pursuant
to an exemption, describing the applicable exemption and the basis therefor,
from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of
Counsel shall not be an expense of the Certificate Registrar, the Trustee or the
Depositor or (ii) the Certificate Registrar shall require the transferor to
execute a transferor certificate (in substantially the form attached hereto as
Exhibit L) and the transferee to execute an investment letter (in substantially
the form attached hereto as Exhibit J) acceptable to and in form and substance
reasonably satisfactory to the Depositor and the Certificate Registrar
certifying to the Depositor and the Certificate Registrar the facts

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surrounding such transfer, which investment letter shall not be an expense of
the Certificate Registrar or the Depositor. The Holder of a Private Certificate
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

         No transfer of an ERISA-Restricted Certificate shall be made unless the
Certificate Registrar shall have received either (i) a representation from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Certificate Registrar and the Depositor, (such requirement
is satisfied only by the Certificate Registrar's receipt of a representation
letter from the transferee substantially in the form of Exhibit I hereto, as
appropriate), to the effect that such transferee is not an employee benefit plan
or arrangement subject to Title I of ERISA or a plan subject to Section 4975 of
the Code or provisions of other federal, state or local law substantially
similar to the foregoing provisions of ERISA or the Code ("Similar Law"), nor a
person acting on behalf of any such plan or arrangement nor using the assets of
any such plan or arrangement to effect such transfer or (ii) (except in the case
of a Class R, Class R-X, Class X or Class N Certificate), a representation that
the purchaser is an insurance company which is purchasing such Certificates with
funds contained in an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60") and that the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60 or (iii) (except in the case of a Class R or
Class R-Q Certificate) in the case of any such ERISA Restricted Certificate
presented for registration in the name of an employee benefit plan subject to
Title I of ERISA or a plan or arrangement subject to Section 4975 of the Code
(or comparable provisions of any subsequent enactments or Similar Law), or a
trustee of any such plan or any other person acting on behalf of any such plan
or arrangement or using such plan's or arrangement's assets, an Opinion of
Counsel satisfactory to the Certificate Registrar, to the effect that the
purchase and holding of such ERISA Restricted Certificate will not result in the
assets of the Trust being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA, the Code or Similar Law and will not
subject the Certificate Registrar or the Trustee to any obligation in addition
to those expressly undertaken in this Agreement or to any liability. For
purposes of the Class M-1, Class M-2, Class B-1, Class B-2 and Class B-3
Certificates, the representations in clause (i) or (ii) of the preceding
sentence shall be deemed to have been made to the Certificate Registrar by the
acceptance by a Certificate Owner of the beneficial interest in any such Class
of ERISA-Restricted Certificates, unless the Certificate Registrar shall have
received from the transferee an alternative representation acceptable in form
and substance to the Certificate Registrar and the Depositor. Notwithstanding
anything else to the contrary herein, any purported transfer of an
ERISA-Restricted Certificate to or on behalf of an employee benefit plan subject
to ERISA, the Code or Similar Law without the delivery to the Certificate
Registrar of an Opinion of Counsel satisfactory to the Certificate Registrar as
described above shall be void and of no effect.

         Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably appointed the Depositor or its designee as its attorney-in-fact
to negotiate the terms of any mandatory sale under clause (v) below and to
execute all instruments of transfer and to do all other things necessary in

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connection with any such sale, and the rights of each Person acquiring any
Ownership Interest in a Residual Certificate are expressly subject to the
following provisions:

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

                           (ii)     No Person shall acquire an Ownership
Interest in a Residual Certificate unless such Ownership Interest is a pro rata
undivided interest.

                           (iii)    In connection with any proposed transfer of
any Ownership Interest in a Residual Certificate, the Certificate Registrar
shall as a condition to registration of the transfer, require delivery to it, in
form and substance satisfactory to it, of each of the following:

                                    (A)      an affidavit in the form of Exhibit
K hereto from the proposed transferee to the effect that, among other things,
such transferee is a Permitted Transferee and that it is not acquiring its
Ownership Interest in the Residual Certificate that is the subject of the
proposed transfer as a nominee, trustee or agent for any Person who is not a
Permitted Transferee; and

                                    (B)      a covenant of the proposed
transferee to the effect that the proposed transferee agrees to be bound by and
to abide by the transfer restrictions applicable to the Residual Certificates.

                           (iv)     Any attempted or purported transfer of any
Ownership Interest in a Residual Certificate in violation of the provisions of
this Section shall be absolutely null and void and shall vest no rights in the
purported transferee. If any purported transferee shall, in violation of the
provisions of this Section, become a Holder of a Residual Certificate, then the
prior Holder of such Residual Certificate that is a Permitted Transferee shall,
upon discovery that the registration of transfer of such Residual Certificate
was not in fact permitted by this Section, be restored to all rights as Holder
thereof retroactive to the date of registration of transfer of such Residual
Certificate. The Certificate Registrar 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 or for making any distributions due on such Residual
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 Certificate
Registrar received the documents specified in clause (iii). The Trustee shall be
entitled to recover from any Holder of a Residual Certificate that was in fact
not a Permitted Transferee at the time such distributions were made all
distributions made on such Residual Certificate. Any such distributions so
recovered by the Trustee shall be distributed and delivered by the Trustee to
the prior Holder of such Residual Certificate that is a Permitted Transferee.

                           (v)      If any Person other than a Permitted
Transferee acquires any Ownership Interest in a Residual Certificate in
violation of the restrictions in this Section, then the Certificate Registrar
shall have the right but not the obligation, without notice to the Holder of
such Residual Certificate or any other Person having an Ownership Interest
therein, to notify the Depositor to arrange for the sale of such Residual
Certificate. The proceeds of such sale, net

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of commissions (which may include commissions payable to the Depositor or its
affiliates in connection with such sale), expenses and taxes due, if any, will
be remitted by the Trustee to the previous Holder of such Residual Certificate
that is a Permitted Transferee, except that in the event that the Trustee
determines that the Holder of such Residual Certificate may be liable for any
amount due under this Section or any other provisions of this Agreement, the
Trustee may withhold a corresponding amount from such remittance as security for
such claim. The terms and conditions of any sale under this clause (v) shall be
determined in the sole discretion of the Trustee and it shall not be liable to
any Person having an Ownership Interest in a Residual Certificate as a result of
its exercise of such discretion.

                           (vi)     If any Person other than a Permitted
Transferee acquires any Ownership Interest in a Residual Certificate in
violation of the restrictions in this Section, then the Trustee will provide to
the Internal Revenue Service, and to the persons specified in Sections
860E(e)(3) and (6) of the Code, information needed to compute the tax imposed
under Section 860E(e)(5) of the Code on transfers of residual interests to
disqualified organizations. The Trustee shall be entitled to reasonable
compensation for providing such information from the person to whom it is
provided.

The foregoing provisions of this Section shall cease to apply to transfers
occurring on or after the date on which there shall have been delivered to the
Certificate Registrar, in form and substance satisfactory to the Certificate
Registrar, (i) written notification from each Rating Agency that the removal of
the restrictions on Transfer set forth in this Section will not cause such
Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of
Counsel to the effect that such removal will not cause any REMIC hereunder to
fail to qualify as a REMIC.

                  (e)      No service charge shall be made for any registration
of transfer or exchange of Certificates of any Class, 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 transfer or
exchange of Certificates.

         All Certificates surrendered for registration of transfer or exchange
shall be cancelled by the Certificate Registrar and disposed of pursuant to its
standard procedures.

         Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

         If (i) any mutilated Certificate is surrendered to the Certificate
Registrar or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee, the Depositor 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 Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute on behalf of the Trust, and the Certificate Registrar 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 Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee 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 and the
Certificate Registrar) in connection therewith. Any duplicate Certificate issued
pursuant to this

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Section, shall constitute complete and indefeasible evidence of ownership in the
Trust, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

         Section 5.04 Persons Deemed Owners.

         The Servicer, the Depositor, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of the Servicer, the Depositor, the Certificate
Registrar, any Paying Agent or the Trustee may treat the Person, including a
Depository, in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and 4.02 and for all other purposes whatsoever, and none of the Servicer, the
Trust, the Trustee, any Paying Agent nor any agent of any of them shall be
affected by notice to the contrary.

         Section 5.05 Appointment of Paying Agent.

         The Paying Agent shall make distributions to Certificateholders from
the Distribution Account pursuant to Section 4.01 and 4.02 and shall report the
amounts of such distributions to the Trustee. The duties of the Paying Agent may
include the obligation (i) to withdraw funds from the Collection Account
pursuant to Section 3.05 and for the purpose of making the distributions
referred to above and (ii) to distribute statements and provide information to
Certificateholders as required hereunder. The Paying Agent hereunder shall at
all times be an entity duly incorporated and validly existing under the laws of
the United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authorities. The Paying Agent shall initially be the Trustee.
The Trustee may appoint a successor to act as Paying Agent, which appointment
shall be reasonably satisfactory to the Depositor and the Rating Agencies. The
Trustee as Paying Agent shall be subject to the same standards of care,
limitations on liability and rights to indemnity as the Trustee, and the
provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14, 8.15 and 8.16 shall
apply to the Paying Agent to the same extent as they apply to the Trustee. Any
Paying Agent appointed in accordance with this Section 5.05 may at any time
resign by giving at least 30 days' advance written notice of resignation to the
Trustee, the Servicer and the Depositor, such resignation to become effective
upon appointment of a successor Paying Agent.

                                   ARTICLE VI

                   THE SELLER, THE SERVICER AND THE DEPOSITOR

         Section 6.01 Liability of the Seller, the Servicer and the Depositor.

         The Seller and the Servicer shall be liable in accordance herewith only
to the extent of the obligations specifically imposed upon and undertaken by the
Seller or Servicer, as the case may be, herein. The Depositor shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Depositor.

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         Section 6.02 Merger or Consolidation of, or Assumption of the
Obligations of, the Seller, the Servicer or the Depositor.

         Any entity into which the Seller, the Servicer or the Depositor may be
merged or consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Seller, the Servicer or the Depositor shall be a
party, or any corporation succeeding to the business of the Seller, the Servicer
or the Depositor, shall be the successor of the Seller, the Servicer or the
Depositor, as the case may be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided, however, that the successor
Servicer shall satisfy all the requirements of Section 7.02 with respect to the
qualifications of a successor Servicer.

         Section 6.03 Limitation on Liability of the Servicer and Others.

         Neither the Servicer nor any of the directors or officers or employees
or agents of the Servicer shall be under any liability to the Trust or the
Certificateholders for any action taken or for refraining from the taking of any
action by the Servicer 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 liability which would otherwise be
imposed by reason of its willful misfeasance, bad faith or gross negligence in
the performance of duties of the Servicer or by reason of its reckless disregard
of its obligations and duties of the Servicer hereunder; provided, further, that
this provision shall not be construed to entitle the Servicer to indemnity in
the event that amounts advanced by the Servicer to retire any senior lien exceed
Liquidation Proceeds (in excess of related liquidation expenses) realized with
respect to the related Mortgage Loan. The Servicer and any director or officer
or employee or agent of the Servicer may rely in good faith on any document of
any kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder. The Servicer and any director or officer or
employee or agent of the Servicer shall be indemnified by the Trust and held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to this Agreement or the Certificates, other than any
loss, liability or expense incurred by reason of its willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of its
reckless disregard of obligations and duties hereunder. The Servicer may
undertake any such action which it may deem necessary or desirable in respect of
this Agreement, and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, the reasonable
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust and the Servicer shall be
entitled to pay such expenses from the proceeds of the Trust or to be reimbursed
therefor pursuant to Section 3.05 upon presentation to the Trustee of
documentation of such expenses, costs and liabilities. The Servicer's right to
indemnity or reimbursement pursuant to this Section shall survive any
resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with
respect to any losses, expenses, costs or liabilities arising prior to such
resignation or termination (or arising from events that occurred prior to such
resignation or termination). This paragraph shall apply to the Servicer solely
in its capacity as Servicer hereunder and in no other capacities.

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         Section 6.04 Servicer Not to Resign.

         Subject to the provisions of Section 7.01 and Section 6.02, the
Servicer shall not resign from the obligations and duties hereby imposed on it
except (i) upon determination that the performance of its obligations or duties
hereunder are no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities carried on by it
or its subsidiaries or Affiliates, the other activities of the Servicer so
causing such a conflict being of a type and nature carried on by the Servicer or
its subsidiaries or Affiliates at the date of this Agreement or (ii) upon
satisfaction of the following conditions: (a) the Servicer has proposed a
successor servicer to the Trustee in writing and such proposed successor
servicer is reasonably acceptable to the Trustee; and (b) each Rating Agency
shall have delivered a letter to the Trustee prior to the appointment of the
successor servicer stating that the proposed appointment of such successor
servicer as Servicer hereunder will not result in the reduction or withdrawal of
the then current rating of the Regular Certificates or the ratings that are in
effect; provided, however, that no such resignation by the Servicer shall become
effective until such successor servicer or, in the case of (i) above, the
Trustee shall have assumed the Servicer's responsibilities and obligations
hereunder or the Trustee shall have designated a successor servicer in
accordance with Section 7.02. Any such resignation shall not relieve the
Servicer of responsibility for any of the obligations specified in Sections 7.01
and 7.02 as obligations that survive the resignation or termination of the
Servicer. Any such determination permitting the resignation of the Servicer
pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. Any such determination permitting the
resignation of the Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee.

         The Trustee and the Depositor hereby specifically (i) consent to the
pledge and assignment by the Servicer of all the Servicer's right, title and
interest in, to and under this Agreement to the Servicing Rights Pledgee, for
the benefit of certain lenders, and (ii) provided that no Servicer Event of
Termination exists, agree that upon delivery to the Trustee by the Servicing
Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall
resign as Servicer under this Agreement, the Trustee shall appoint the Servicing
Rights Pledgee or its designee as successor Servicer, provided that at the time
of such appointment, the Servicing Rights Pledgee or such designee meets the
requirements of a successor Servicer pursuant to Section 7.02(a) and agrees to
be subject to the terms of this Agreement. If, pursuant to any provision hereof,
the duties of the Servicer are transferred to a successor, the entire amount of
the Servicing Fee and other compensation payable to the Servicer pursuant hereto
shall thereafter be payable to such successor.

         Section 6.05 Delegation of Duties.

                  (a)      In the ordinary course of business, the Servicer at
any time may delegate any of its duties hereunder to any Person, including any
of its Affiliates, who agrees to conduct such duties in accordance with
standards comparable to those set forth in Section 3.01. Such delegation shall
not relieve the Servicer of its liabilities and responsibilities with respect to
such duties and shall not constitute a resignation within the meaning of Section
6.04. The Servicer shall provide the Trustee and the Rating Agencies with 60
days prior written notice prior to the delegation of any of its duties to any
Person other than any of the Servicer's Affiliates or their respective
successors and assigns.

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                  (b)      The Servicer is hereby authorized to enter into a
financing or other facility (any such arrangement, an "Advance Facility"), the
documentation for which complies with Section 6.05(d) below, under which (1) the
Servicer assigns or pledges its rights under this Agreement to be reimbursed for
any or all Advances and/or Servicing Advances to (i) a special-purpose
bankruptcy-remote entity (an "SPV") (or to a Person, who simultaneously assigns
or pledges such rights to an SPV) or (ii) a lender (a "Lender"), which, in the
case of an SPV, in turn, directly or through other assignees and/or pledgees,
assigns or pledges such rights to a Person, which may include a trustee acting
on behalf of holders of debt instruments (any such Person or any such Lender, an
"Advance Financing Person"), and/or (2) an Advance Financing Person agrees to
fund all Advances and/or Servicing Advances required to be made by the Servicer
pursuant to this Agreement. No consent of the Trustee, Certificateholders or any
other party shall be required before the Servicer may enter into an Advance
Facility nor shall the Trustee or the Certificateholders be a third party
beneficiary of any obligation of an Advance Financing Person to the Servicer.
Notwithstanding the existence of any Advance Facility under which an Advance
Financing Person agrees to fund Advances and/or Servicing Advances, (A) the
Servicer (i) shall remain obligated pursuant to this Agreement to make Advances
and/or Servicing Advances pursuant to and as required by this Agreement and (ii)
shall not be relieved of such obligations by virtue of such Advance Facility and
(B) neither the Advance Financing Person nor any Servicer's Assignee (as
hereinafter defined) shall have any right to proceed against or otherwise
contact any Mortgagor for the purpose of collecting any payment that may be due
with respect to any related Mortgage Loan or enforcing the covenant of such
Mortgagor under the related Mortgage Loan documents.

                  (c)      If the Servicer enters into an Advance Facility, the
Servicer and the related Advance Financing Person shall deliver to the Trustee
at the address set forth in Section 11.05 hereof a written notice (an "Advance
Facility Notice"), stating (a) the identity of the Advance Financing Person and
(b) the identity of the Person (the "Servicer's Assignee") that will, subject to
Section 6.05(d) hereof, have the right to receive amounts available from the
Collection Account pursuant to Section 3.05 hereof to reimburse previously
unreimbursed Advances and/or Servicing Advances ("Advance Reimbursement
Amounts"). Advance Reimbursement Amounts (i) shall consist solely of amounts in
respect of Advances and/or Servicing Advances for which the Servicer would be
permitted to reimburse itself in accordance with Section 3.05 hereof, assuming
the Servicer had made the related Advance(s) and/or Servicing Advance(s) and
(ii) shall not consist of amounts payable to a successor Servicer in accordance
with Section 3.05 hereof to the extent permitted under Section 6.05(e) below.

                  (d)      Notwithstanding the existence of an Advance Facility,
the Servicer, on behalf of the Advance Facility Person and the Servicer's
Assignee, shall be entitled to receive reimbursements of Advances and/or
Servicing Advances in accordance with Section 3.11 hereof, which entitlement may
be terminated by the Advance Financing Person pursuant to a written notice to
the Trustee in the manner set forth in Section 11.05 hereof. Upon receipt of
such written notice, the Servicer shall no longer be entitled to receive
reimbursement for any Advance Reimbursement Amounts and the Servicer's Assignee
shall immediately have the right to receive from the Collection Account all
Advance Reimbursement Amounts to the same extent as the Servicer would have been
entitled to receive reimbursement. An Advance Facility may be terminated by the
joint written direction of the Servicer and the related Advance Financing
Person. Written notice of such termination shall be delivered to the Trustee in
the manner set

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<PAGE>

forth in Section 11.05 hereof. None of the Depositor or the Trustee shall, as a
result of the existence of any Advance Facility, have any additional duty or
liability with respect to the calculation or payment of any Advance
Reimbursement Amount, nor, as a result of the existence of any Advance Facility,
shall the Depositor or the Trustee have any additional responsibility to track
or monitor the administration of the Advance Facility or the payment of Advance
Reimbursement Amounts to the Servicer's Assignee. The Servicer shall indemnify
the Depositor, the Trustee, any successor Servicer and the Trust Fund resulting
from any claim by the related Advancing Financing Person, except to the extent
that such claim, loss, liability or damage resulted from or arose out of
negligence, recklessness or willful misconduct on the part of the Depositor, the
Trustee or any successor Servicer, as the case may be, or failure by the
successor Servicer or the Trustee to remit funds as required by this Agreement
or the commission of an act or omission to act by the successor Servicer or the
Trustee, as the case may be, and the passage of any applicable cure or grace
period, such that a Servicer Termination Event under this Agreement occurs or
such entity is subject to termination for cause under this Agreement. The
Servicer shall maintain and provide to any successor Servicer and, upon request,
the Trustee a detailed accounting on a loan-by-loan basis as to amounts advanced
by, pledged or assigned to, and reimbursed to any Advancing Financing Person.
The successor Servicer shall be entitled to rely on any such information
provided by the predecessor Servicer, and the successor Servicer shall not be
liable for any errors in such information.

                  (e)      As between a predecessor Servicer and its Advance
Financing Person, on the one hand, and a successor Servicer and its Advance
Financing Person, on the other hand, Advance Reimbursement Amounts with respect
to each Mortgage Loan as to which an Advance and/or Servicing Advance shall have
been made and be outstanding shall be allocated on a "first-in, first out"
basis. In the event that some or all of an Advance Reimbursement Amount related
to Advances and/or Servicing Advances that were made by a Person other than such
predecessor Servicer or its related Advance Financing Person shall have been
paid in error to the Servicer's Assignee related to such predecessor Servicer,
then such Servicer's Assignee shall be required to remit any portion of such
Advance Reimbursement Amount to each Person entitled to such portion of such
Advance Reimbursement Amount. Without limiting the generality of the foregoing,
the Servicer shall remain entitled to be reimbursed by the Advance Financing
Person for all Advances and/or Servicing Advances funded by the Servicer to the
extent the related Advance Reimbursement Amounts have not been assigned or
pledged to such Advance Financing Person or Servicer's Assignee.

                  (f)      For purposes of any certification of a Servicing
Officer of the Servicer made pursuant to Section 4.07(d), any Nonrecoverable
Advance or Nonrecoverable Servicing Advance referred to therein may have been
made by such Servicer or any predecessor Servicer. In making its determination
that any Advance or Servicing Advance theretofore made has become a
Nonrecoverable Advance or Nonrecoverable Servicing Advance, the Servicer shall
apply the same criteria in making such determination regardless of whether such
Advance or Servicing Advance shall have been made by the Servicer or any
predecessor Servicer.

                  (g)      Any amendment to this Section 6.05 or to any other
provision of this Agreement that may be necessary or appropriate to effect the
terms of an Advance Facility as described generally in this Section 6.05,
including amendments to add provisions relating to a successor servicer, may be
entered into by the Trustee, the Depositor, the Seller and the Servicer

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without the consent of any Certificateholder, provided such amendment complies
with Section 11.01 hereof. All reasonable costs and expenses (including
attorneys' fees) of each party hereto of any such amendment shall be borne
solely by the Servicer. The parties hereto hereby acknowledge and agree that:
(a) the Advances and/or Servicing Advances financed by and/or pledged to an
Advance Financing Person under any Advance Facility are obligations owed to the
Servicer payable only from the cash flows and proceeds received under this
Agreement for reimbursement of Advances and/or Servicing Advances only to the
extent provided herein, and the Trustee and the Trust are not, as a result of
the existence of any Advance Facility, obligated or liable to repay any Advances
and/or Servicing Advances financed by the Advance Financing Person; (b) the
Servicer will be responsible for remitting to the Advance Financing Person the
applicable amounts collected by it as reimbursement for Advances and/or
Servicing Advances funded by the Advance Financing Person, subject to the
provisions of this Agreement; and (c) the Trustee shall not have any
responsibility to track or monitor the administration of the financing
arrangement between the Servicer and any Advance Financing Person.

                                  ARTICLE VII

                                     DEFAULT

         Section 7.01 Servicer Events of Termination.

                  (a)      If any one of the following events (each, a "Servicer
Event of Termination") shall occur and be continuing:

                           (i)      (A) The failure by the Servicer to make any
Advance; or (B) any other failure by the Servicer to deposit in the Collection
Account or Distribution Account any deposit required to be made under the terms
of this Agreement which continues unremedied for a period of one Business Day
after the date upon which written notice of such failure shall have been given
to the Servicer by the Trustee or by any Holder of a Regular Certificate
evidencing at least 25% of the Voting Rights; or

                           (ii)     The failure by the Servicer to make any
required Servicing Advance which failure continues unremedied for a period of 30
days, or the failure by the Servicer duly to observe or perform, in any material
respect, any other covenants, obligations or agreements of the Servicer as set
forth in this Agreement, which failure continues unremedied for a period of 30
days, after the date (A) on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Servicer by the Trustee or by
any Holder of a Regular Certificate evidencing at least 25% of the Voting Rights
or (B) actual knowledge of such failure by a Servicing Officer of the Servicer;
or

                           (iii)    The entry against the Servicer of a decree
or order by a court or agency or supervisory authority having jurisdiction in
the premises for the appointment of a trustee, conservator, receiver or
liquidator in any insolvency, conservatorship, receivership, readjustment of
debt, marshalling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, and the continuance of any such decree
or order unstayed and in effect for a period of 60 days; or

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<PAGE>

                           (iv)     The Servicer shall voluntarily go into
liquidation, consent to the appointment of a conservator or receiver or
liquidator or similar person in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
the Servicer or of or relating to all or substantially all of its property; or a
decree or order of a court or agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator, receiver,
liquidator or similar person in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Servicer and such decree or order shall have remained in force undischarged,
unbonded or unstayed for a period of 60 days; or the Servicer shall admit in
writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors or voluntarily
suspend payment of its obligations; or

                           (v)      The aggregate amount of cumulative Realized
Losses incurred since the Cut-off Date through the last day of the related
Collection Period divided by the Pool Balance as of the Cut-off Date exceeds the
applicable percentages set forth below with respect to such Distribution Date:

<TABLE>
<CAPTION>
DISTRIBUTION DATE OCCURRING IN    PERCENTAGE
------------------------------    ----------
<S>                               <C>
July 2006 through June 2007         2.25%
July 2007 through June 2008         3.75%
July 2008 through June 2009         5.00%
July 2009 and thereafter            6.00%
</TABLE>

                  (b)      Then, and in each and every such case, so long as a
Servicer Event of Termination shall not have been remedied within the applicable
grace period, (x) with respect solely to clause (i)(A) above, if such Advance is
not made by 2:00 P.M., New York time, on the Business Day immediately following
the Servicer Remittance Date, the Trustee may terminate all of the rights and
obligations of the Servicer under this Agreement and the Trustee, or a successor
servicer appointed in accordance with Section 7.02, shall immediately make such
Advance and assume, pursuant to Section 7.02, the duties of a successor Servicer
and (y) in the case of (i)(B), (ii), (iii), (iv) and (v) above, the Trustee
shall, at the direction of the Holders of each Class of Regular Certificates
evidencing Percentage Interests aggregating not less than 51%, by notice then
given in writing to the Servicer (and to the Trustee if given by Holders of
Certificates), terminate all of the rights and obligations of the Servicer as
servicer under this Agreement. Any such notice to the Servicer shall also be
given to each Rating Agency, the Depositor and the Seller. On or after the
receipt by the Servicer (and by the Trustee if such notice is given by the
Holders) of such written notice, all authority and power of the Servicer under
this Agreement, whether with respect to the Certificates or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section; and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement of each Mortgage Loan and Related Documents or otherwise. The
Servicer agrees to cooperate with the Trustee (or the applicable successor
Servicer) in effecting the termination of the responsibilities and rights of the
Servicer hereunder, including, without limitation, the delivery to

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<PAGE>

the Trustee of all documents and records requested by it to enable it to assume
the Servicer's functions under this Agreement within ten Business Days
subsequent to such notice, the transfer within one Business Day subsequent to
such notice to the Trustee (or the applicable successor Servicer) for the
administration by it of all cash amounts that shall at the time be held by the
Servicer and to be deposited by it in the Collection Account, the Distribution
Account, any REO Account or any Escrow Account or that have been deposited by
the Servicer in such accounts or thereafter received by the Servicer with
respect to the Mortgage Loans or any REO Property received by the Servicer. All
reasonable costs and expenses (including attorneys' fees) incurred in connection
with transferring the servicing to the successor Servicer and amending this
Agreement to reflect such succession as Servicer pursuant to this Section shall
be paid by the predecessor Servicer (or if the predecessor Servicer is the
Trustee, the initial Servicer) upon presentation of reasonable documentation of
such costs and expenses.

         Section 7.02 Trustee to Act; Appointment of Successor.

                  (a)      Within 90 days of the time the Servicer (and the
Trustee, if notice is sent by the Holders) receives a notice of termination
pursuant to Section 7.01 or 6.04, the Trustee (or such other successor Servicer
as is approved in accordance with this Agreement) shall be the successor in all
respects to the Servicer in its capacity as servicer under this Agreement and
the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Servicer by the terms and provisions hereof arising on and after its succession.
As compensation therefor, the Trustee (or such other successor Servicer) shall
be entitled to such compensation as the Servicer would have been entitled to
hereunder if no such notice of termination had been given. Notwithstanding the
above, (i) if the Trustee is unwilling to act as successor Servicer or (ii) if
the Trustee is legally unable so to act, the Trustee shall appoint or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, bank or other mortgage loan or home equity loan servicer
having a net worth of not less than $50,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder; provided, that the appointment of any
such successor Servicer will not result in the qualification, reduction or
withdrawal of the ratings assigned to the Certificates or the ratings that are
in effect by the Rating Agencies as evidenced by a letter to such effect from
the Rating Agencies. Pending appointment of a successor to the Servicer
hereunder, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the successor shall be entitled to receive
compensation out of payments on Mortgage Loans in an amount equal to the
compensation which the Servicer would otherwise have received pursuant to
Section 3.18 (or such other compensation as the Trustee and such successor shall
agree, not to exceed the Servicing Fee). The successor servicer shall be
entitled to withdraw from the Collection Account all costs and expenses
associated with the transfer of the servicing to the successor servicer. The
appointment of a successor servicer shall not affect any liability of the
predecessor Servicer which may have arisen under this Agreement prior to its
termination as Servicer to pay any deductible under an insurance policy pursuant
to Section 3.12 or to indemnify the parties indicated in Section 3.26 pursuant
to the terms thereof, nor shall any successor Servicer be liable for any acts or
omissions of the predecessor Servicer or for any breach by such Servicer of any
of its representations or warranties contained herein or in any related document
or agreement. The Trustee and such

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<PAGE>

successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

         In the event of a Servicer Event of Termination, notwithstanding
anything to the contrary above, the Trustee and the Depositor hereby agree that
upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed
by the Servicer within ten Business Days of when notification of such event
shall have been provided to the Trustee, whereunder the Servicer shall resign as
Servicer under this Agreement, the Servicing Rights Pledgee or its designee
shall be appointed as successor Servicer (provided that at the time of such
appointment the Servicing Rights Pledgee or such designee meets the requirements
of a successor Servicer set forth above) and the Servicing Rights Pledgee agrees
to be subject to the terms of this Agreement.

                  (b)      Any successor, including the Trustee, to the Servicer
as servicer shall during the term of its service as servicer continue to service
and administer the Mortgage Loans for the benefit of Certificateholders, and
maintain in force a policy or policies of insurance covering errors and
omissions in the performance of its obligations as Servicer hereunder and a
Fidelity Bond in respect of its officers, employees and agents to the same
extent as the Servicer is so required pursuant to Section 3.12.

         Section 7.03 Waiver of Defaults.

         The Holders of Certificates entitled to at least 66 2/3% of the Voting
Rights allocated to the Class of Certificates affected by a Servicer Event of
Termination may, on behalf of all Certificateholders, waive any events
permitting removal of the Servicer as servicer pursuant to this Article VII,
provided, however, that such Holders may not waive a default in making a
required distribution on a Certificate without the consent of the Holder of such
Certificate. Upon any waiver of a past default, such default shall cease to
exist and any Servicer Event of Termination 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 thereto
except to the extent expressly so waived. Notice of any such waiver shall be
given by the Trustee to the Rating Agencies.

         Section 7.04 Notification to Certificateholders.

                  (a)      On any termination or appointment of a successor the
Servicer pursuant to this Article VII or Section 6.04, the Trustee shall give
prompt written notice thereof to the Certificateholders at their respective
addresses appearing in the Certificate Register and each Rating Agency.

                  (b)      No later than 60 days after the occurrence of any
event which constitutes or which, with notice or a lapse of time or both, would
constitute a Servicer Event of Termination for five Business Days after a
Responsible Officer of the Trustee becomes aware of the occurrence of such an
event, the Trustee shall transmit by mail to all Certificateholders notice of
such occurrence unless such default or Servicer Event of Termination shall have
been waived or cured. Such notice shall be given to the Rating Agencies promptly
after any such occurrence.

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         Section 7.05 Survivability of Servicer Liabilities.

         Notwithstanding anything herein to the contrary, upon termination of
the Servicer hereunder, any liabilities of the Servicer which accrued prior to
such termination shall survive such termination.

                                  ARTICLE VIII

                                   THE TRUSTEE

         Section 8.01 Duties of Trustee.

         The Trustee, prior to the occurrence of a Servicer Event of Termination
of which a Responsible Officer of the Trustee shall have actual knowledge and
after the curing of all Servicer Events of Termination which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If a Servicer Event of Termination has occurred (which
has not been cured) of which a Responsible Officer has actual knowledge, 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.

         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
conform to the requirements of this Agreement; provided, however, that that the
Trustee shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Servicer, the Seller or the Depositor hereunder. If any such
instrument is found not to conform in any material respect to the requirements
of this Agreement, the Trustee shall notify the Certificateholders of such
instrument in the event that the Trustee, after so requesting, does not receive
a satisfactorily corrected instrument.

         No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own misconduct; provided, however, that:

                           (i)      prior to the occurrence of a Servicer Event
of Termination, and after the curing of all such Servicer Events of Termination
which may have occurred, the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Agreement, the Trustee shall
not be liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or obligations
shall be read into this Agreement against the Trustee and, in the absence of bad
faith on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming to the
requirements of this Agreement;

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                           (ii)     the Trustee shall not be personally liable
for an error of judgment made in good faith by a Responsible Officer of the
Trustee unless it shall be proved that the Trustee was negligent in ascertaining
or investigating the facts related thereto;

                           (iii)    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 Majority Certificateholders
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising or omitting to exercise any trust
or power conferred upon the Trustee under this Agreement; and

                           (iv)     the Trustee shall not be charged with
knowledge of any failure by the Servicer to comply with the obligations of the
Servicer referred to in clauses (i) and (ii) of Section 7.01(a) or any Servicer
Event of Termination unless a Responsible Officer of the Trustee at the
applicable Corporate Trust Office obtains actual knowledge of such failure or
the Trustee receives written notice of such failure from the Servicer or the
Majority Certificateholders. In the absence of such receipt of such notice, the
Trustee may conclusively assume that there is no Servicer Event of Termination.

         The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that 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.

         The Trustee shall not have any duty (A) to see 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 rerecording, refiling or redepositing of any thereof, (B) to see to any
insurance or (C) to see to the payment or discharge of any tax, assessment, or
other governmental charge or any lien or encumbrance of any kind owing with
respect to, assessed or levied against, any part of the Trust Fund other than
from funds available in the Distribution Account.

         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 Trustee at
its Corporate Trust Office; (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 to
is a Mortgaged Property.

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         Section 8.02 Certain Matters Affecting the Trustee.

                  (a)      Except as otherwise provided in Section 8.01:

                           (i)      the Trustee may request and rely upon, 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,
appraisal, bond or other paper or document reasonably 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 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 under any
obligation to exercise any of the rights or powers vested in it by this
Agreement, or to institute, conduct or defend any litigation hereunder or in
relation hereto, at the request, order or direction 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; 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 any such act;

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

                           (v)      prior to the occurrence of a Servicer Event
of Termination and after the curing of all Servicer Events of Termination which
may have occurred, 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 documents, unless requested in writing to do so by the Majority
Certificateholder; 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 cost,
expense or liability as a condition to such proceeding. The reasonable expense
of every such examination shall be paid by the Servicer or, if paid by the
Trustee shall be reimbursed by the Servicer upon demand. Nothing in this clause
(v) shall derogate from the obligation of the Servicer to observe any applicable
law prohibiting disclosure of information regarding the Mortgagors;

                           (vi)     the Trustee shall not be accountable, shall
have any liability or make any representation as to any acts or omissions
hereunder of the Servicer until such time as the Trustee may be required to act
as Servicer pursuant to Section 7.02;

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                           (vii)    the Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys or a custodian and the Trustee shall not be
responsible for any misconduct or negligence on the part of any such agent,
attorney or custodian appointed by it with due care; and

                           (viii)   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.

         Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.

         The recitals contained herein and in the Certificates (other than the
authentication of the Trustee on the Certificates) shall be taken as the
statements of the Seller, and the Trustee does not assumes any responsibility
for the correctness of the same. The Trustee makes no representations as to the
validity or sufficiency of this Agreement or of the Certificates (other than the
signature and authentication of the Trustee on the Certificates) or of any
Mortgage Loan or Related Document. The Trustee shall not be accountable for the
use or application by the Servicer, or for the use or application of any funds
paid to the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Servicer. The Trustee shall not at
any time have any responsibility or liability for or with respect to the
legality, validity and enforceability of any Mortgage or any Mortgage Loan, or
the perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
or its ability to generate the payments to be distributed to Certificateholders
under this Agreement, including, without limitation: the existence, condition
and ownership of any Mortgaged Property; the existence and enforceability of any
hazard insurance thereon (other than if the Trustee shall assume the duties of
the Servicer pursuant to Section 7.02); the validity of the assignment of any
Mortgage Loan to the Trustee or of any intervening assignment; the completeness
of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
7.02); the compliance by the Depositor, the Seller or the Servicer with any
warranty or representation made under this Agreement or in any related document
or the accuracy of any such warranty or representation prior to the Trustee's
receipt of notice or other discovery of any non-compliance therewith or any
breach thereof; any investment of monies by or at the direction of the Servicer
or any loss resulting therefrom, it being understood that the Trustee shall
remain responsible for any Trust property that it may hold in its individual
capacity; the acts or omissions of any of the Servicer (other than if the
Trustee shall assume the duties of the Servicer pursuant to Section 7.02), or
any Mortgagor; any action of the Servicer (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 7.02), taken in the name
of the Trustee; the failure of the Servicer to act or perform any duties
required of it as agent of the Trustee hereunder; or any action by the Trustee
taken at the instruction of the Servicer (other than if the Trustee shall assume
the duties of the Servicer pursuant to Section 7.02); provided, however, that
the foregoing shall not relieve the Trustee of its obligation to perform its
duties under this Agreement. The Trustee shall not have any 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.

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         Section 8.04 Trustee May Own Certificates.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights as it would have if it
were not Trustee and may transact any banking and trust business with the
Seller, the Servicer, the Depositor or their Affiliates.

         Section 8.05 Seller to Pay Trustee Fees and Expenses.

         The Trustee shall withdraw from the Distribution Account on each
Distribution Date and pay to itself the Trustee Fee pursuant to Section 4.01(i)
and, to the extent the Interest Remittance Amount is at any time insufficient
for such purpose, the Seller shall pay such fees as reasonable compensation
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and the
Seller will pay or reimburse the Trustee upon their request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from such party's negligence or bad faith or which is
the responsibility of Certificateholders, the Trustee hereunder. Notwithstanding
any other provision of this Agreement, including Section 2.03(a) and Section
2.04, to the contrary, the Seller covenants and agrees to indemnify the Trustee
and its officers, directors, employees and agents from, and hold each of them
harmless against, any and all losses, liabilities, damages, claims or expenses
incurred in connection with any legal action relating to this Agreement, the
Certificates or incurred in connection with the administration of the Trust,
other than with respect to a party, any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence of such party in the
performance of its duties hereunder or by reason of such party's reckless
disregard of obligations and duties hereunder. Anything in this Agreement to the
contrary notwithstanding, in no event shall the Trustee be liable for special,
indirect or consequential loss or damage 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. The
Trustee and any director, officer, employee or agent of the Trustee shall be
indemnified, to the extent not paid by the Seller pursuant to this Section, by
the Trust Fund and held harmless against any loss, liability or expense (not
including expenses, disbursements and advances incurred or made by the Trustee,
in the ordinary course of the Trustee's performance in accordance with the
provisions of this Agreement) incurred by the Trustee or such party arising out
of or in connection with the acceptance or administration of its duties under
this Agreement, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance by the Trustee
of its duties under this Agreement or by reason of the reckless disregard of the
Trustee's obligations and duties under this Agreement. This section shall
survive termination of this Agreement or the resignation or removal of any
Trustee hereunder.

         Section 8.06 Eligibility Requirements for Trustee.

         The Trustee hereunder shall at all times be a Department of Housing and
Urban Development and Federal Housing Administration approved mortgagee, an
entity duly organized

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and validly existing 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 at least $50,000,000 and a minimum long-term
debt rating of BBB by Fitch and S&P and a long term debt rating of at least A1
or better by Moody's, and subject to supervision or examination by federal or
state authority. If such entity publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 8.06, the combined
capital and surplus of such entity shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published.
The principal office of the Trustee (other than the initial Trustee) shall be in
a state with respect to which an Opinion of Counsel has been delivered to such
Trustee at the time such Trustee is appointed Trustee to the effect that the
Trust will not be a taxable entity under the laws of such state. In case at any
time the Trustee shall cease to be eligible in accordance with the provisions of
this Section 8.06, the Trustee shall resign immediately in the manner and with
the effect specified in Section 8.07.

         Section 8.07 Resignation or Removal of Trustee.

         The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Servicer
and each Rating Agency. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor Trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor Trustee. If no successor Trustee shall have been so
appointed and having 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.

         If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Trustee shall be
legally unable to act, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee. If the Depositor or the Servicer removes the
Trustee under the authority of the immediately preceding sentence, the Depositor
shall promptly appoint a successor Trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the Trustee so removed and
one copy to the successor Trustee.

         The Majority Certificateholders may at any time remove the Trustee by
written instrument or instruments delivered to the Servicer, the Depositor and
the Trustee; the Depositor shall thereupon use its best efforts to appoint a
successor Trustee in accordance with this Section.

         Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

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         Section 8.08 Successor Trustee.

         Any successor Trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Rating Agencies, the
Servicer 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 Depositor, the Servicer and the predecessor
Trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for fully and certainly vesting and confirming in the
successor Trustee all such rights, powers, duties and obligations.

         No successor Trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of Section 8.06 and the appointment of such
successor Trustee shall not result in a downgrading of the Regular Certificates
by either Rating Agency, as evidenced by a letter from each Rating Agency.

         Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, the successor Trustee shall mail notice of the appointment of
a successor Trustee hereunder to all Holders of Certificates at their addresses
as shown in the Certificate Register and to each Rating Agency.

         Section 8.09 Merger or Consolidation of Trustee.

         Any entity into which the Trustee may be merged or converted or with
which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder, provided such entity shall be eligible under the provisions of
Section 8.06 and 8.08, 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.

         Section 8.10 Appointment of Co-Trustee or Separate Trustee.

         Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust or any Mortgaged Property may at the time be located, the
Depositor and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Servicer and the Trustee may consider necessary or
desirable. Any such co-trustee or separate trustee shall be subject to the
written approval of the Servicer. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
the case a Servicer Event of Termination shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or

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separate trustee hereunder shall be required to meet the terms of eligibility as
a successor Trustee under Section 8.06, and no notice to Certificateholders of
the appointment of any co-trustee or separate trustee shall be required under
Section 8.08. The Servicer shall be responsible for the fees of any co-trustee
or separate trustee appointed hereunder.

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

                           (i)      all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), except to
the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed (whether as Trustee hereunder or as successor to the
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee
or co-trustee, but solely at the direction of the Trustee;

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

                           (iii)    the Servicer and the Trustee, acting jointly
may at any time accept the resignation of or remove any separate trustee or
co-trustee except that following the occurrence of a Servicer Event of
Termination, the Trustee acting alone may accept the resignation or remove any
separate trustee or co-trustee.

         Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Depositor, the Rating Agencies and the Servicer.

         Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor Trustee.

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         Section 8.11 Limitation of Liability.

         The Certificates are executed by the Trustee, not in its individual
capacity but solely as Trustee of the Trust, in the exercise of the powers and
authority conferred and vested in it by this Agreement. Each of the undertakings
and agreements made on the part of the Trustee in the Certificates is made and
intended not as a personal undertaking or agreement by the Trustee but is made
and intended for the purpose of binding only the Trust.

         Section 8.12 Trustee May Enforce Claims Without Possession of
Certificates.

                  (a)      All rights of action and claims under this Agreement
or the Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such proceeding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee for the benefit of all
Holders of such Certificates, subject to the provisions of this Agreement. Any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursement and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Certificateholders in respect of
which such judgment has been recovered.

                  (b)      The Trustee shall afford the Seller, the Depositor,
the Servicer and each Certificateholder upon reasonable notice during normal
business hours, access to all records maintained by the Trustee in respect of
its duties hereunder and access to officers of the Trustee responsible for
performing such duties. The Trustee shall cooperate fully with the Seller, the
Servicer, the Depositor and such Certificateholder and shall make available to
the Seller, the Servicer, the Depositor and such Certificateholder for review
and copying at the expense of the party requesting such copies, such books,
documents or records as may be requested with respect to the Trustee's duties
hereunder. The Seller, the Depositor, the Servicer and the Certificateholders
shall not have any responsibility or liability for any action or failure to act
by the Trustee and are not obligated to supervise the performance of the Trustee
under this Agreement or otherwise.

         Section 8.13 Suits for Enforcement.

         In case a Servicer Event of Termination or other default by the
Servicer or the Seller hereunder shall occur and be continuing, the Trustee may
proceed to protect and enforce its rights and the rights of the
Certificateholders under this Agreement by a suit, action or proceeding in
equity or at law or otherwise, whether for the specific performance of any
covenant or agreement contained in this Agreement or in aid of the execution of
any power granted in this Agreement or for the enforcement of any other legal,
equitable or other remedy, as the Trustee, being advised by counsel, and subject
to the foregoing, shall deem most effectual to protect and enforce any of the
rights of the Trustee and the Certificateholders.

         Section 8.14 Waiver of Bond Requirement.

         The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee post a bond or other surety with any
court, agency or body whatsoever.

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         Section 8.15 Waiver of Inventory, Accounting and Appraisal Requirement.

         The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.

         Section 8.16 Compliance with National Housing Act of 1934.

         In performing its duties hereunder with respect to FHA Loans, the
Trustee shall comply with all requirements of the National Housing Act of 1934,
as amended.

                                   ARTICLE IX

                     REMIC AND GRANTOR TRUST ADMINISTRATION

         Section 9.01 REMIC Administration.

                  (a)      The Trustee shall make or cause to be made REMIC
elections for each of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6,
REMIC 7 and REMIC 8 as set forth in the Preliminary Statement 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.

                  (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.

                  (c)      The Servicer 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 Servicer in fulfilling its duties
hereunder. The Servicer shall be entitled to reimbursement of expenses to the
extent provided in clause (i) above from the Collection Account.

                  (d)      The Trustee shall prepare or cause to be prepared,
sign and file or cause to be filed, each REMIC's federal and 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 Holder of the Residual Certificates with respect
to each REMIC holding the largest Percentage Interest shall be the "tax matters
person" as defined in the REMIC Provisions (the "Tax Matters Person") with
respect to the applicable REMIC or REMICs, and the Trustee is irrevocably
designated as and shall act as attorney-in-fact and agent for such Tax Matters
Person for each REMIC. The Trustee, as agent for the Tax Matters Person, shall
perform, on behalf of each REMIC, all reporting and other tax compliance duties
that are the

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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, as agent for the Tax Matters
Person, shall provide (i) 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
and (ii) to the Certificateholders such information or reports as are required
by the Code or REMIC Provisions.

                  (f)      The Trustee, the Servicer, 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 such REMIC as a REMIC under the
REMIC Provisions and shall assist each other as necessary to create or maintain
such status. Neither the Trustee, the Servicer, nor the Holder of any Residual
Certificate shall take any action or 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 such REMIC as a REMIC or (ii) result in the imposition of a tax upon
such 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 such action or failure to take such action is expressly permitted
under the terms of this Agreement or the Trustee and the Servicer have 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 such 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 and the
Servicer, or their respective designees, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to such
REMIC, and no such Person shall take any such action or cause such REMIC to take
any such action as to which the Trustee or the Servicer has advised it in
writing that an Adverse REMIC Event could occur.

                  (g)      Each Holder of a Residual Certificate shall pay when
due its pro rata share of any and all taxes imposed on any REMIC by federal or
state governmental authorities. To the extent that such REMIC taxes are not paid
by Residual Certificateholders, the Trustee shall pay any remaining REMIC taxes
out of current or future amounts otherwise distributable to the Holder of the
Residual Certificate in each REMIC or, if no such amounts are available, out of
other amounts held in the Collection Account, and shall reduce amounts otherwise
payable to Holders of the REMIC Regular Interests or the Certificates, as the
case may be.

                  (h)      The Trustee, shall, for federal income tax purposes,
maintain or cause to be maintained 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 with respect to
Eligible Substitute Mortgage Loans.

                  (j)      Neither the Trustee nor the Servicer shall enter into
any arrangement by which any REMIC will receive a fee or other compensation for
services.

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                  (k)      On or before April 15 of each calendar year beginning
in 2004, the Servicer shall deliver to the Trustee and each Rating Agency an
Officer's Certificate stating the Servicer's compliance with the provisions of
this Section 9.01.

                  (l)      The Trustee shall treat the rights of the Cap
Carryover Certificates to receive Carryover Amounts as a right in interest rate
cap contracts written by the Class X and Class N Certificateholders, as
beneficial owners of the REMIC 5 X/N Interest, in favor of the Holders of the
Cap Carryover Certificates, and the Trustee shall account for such as property
held separate and apart from the regular interests it holds in each of the
REMICs created hereunder. This provision is intended to satisfy the requirements
of Treasury Regulations Section 1.860G-2(i) for the treatment of property rights
coupled with regular interests to be separately respected and shall be
interpreted consistent with such regulation. On each Distribution Date, to the
extent the Carryover Certificates receive payments in respect of Carryover
Amounts, such interest will be treated as distributed to the REMIC 4 X/N
Interest, then on the REMIC 5 X/N Interest and then paid to the respective Class
of Cap Carryover Certificates pursuant to the related interest rate cap
agreement.

                  (m)      [RESERVED]

                  (n)      In the event that the beneficial ownership of the
Class N Certificates and the Class X Certificates is held by a single Person for
federal income tax purposes, such Person shall be treated as the beneficial
owner of the Class X/N Interest and the REMIC 5 Regular Interest represented
thereby. In the event that beneficial ownership of the Class N and the Class X
Certificates is held by two or more Persons for tax purposes, the Trustee shall
treat the Class N Certificateholders and the Class X Certificateholders as
partners in a partnership that owns the Class X/N Interest for federal income
tax purposes and shall not treat the Class N and Class X Certificates as an
interest in any REMIC created hereunder. By acquiring the Class N Certificates
and the Class X Certificates, the respective Holders will agree to treat the
Class N Certificates and the Class X Certificates in the manner described in the
preceding sentence for federal income tax purposes in the event that the
beneficial ownership of the Class N Certificates and the Class X Certificates is
separated. In such event, (i) a separate capital account shall be established
and maintained for each Holder of a Class N or Class X Certificate in accordance
with Treasury Regulations Section 1.704-1(b)(2)(iv), which shall be credited
with income or gain and debited by any expenses or losses and distributions
allocable to such Certificates, (ii) the Class N Certificates shall be allocated
income in an amount equal to interest at the Pass-Through Rate thereon and any
original issue discount that would be reportable thereon if the Class N
Certificate were a debt instrument issued on the date ownership of the Class N
and Class X Certificates is separated, with a principal balance equal to its
Notional Amount, (iii) the Class X and Class N Certificates shall be allocated
income with respect to all prepayment penalties (including amounts in connection
with the full or partial waiver of such prepayment penalties or premiums
pursuant to Section 3.01) in accordance with the allocation of such amounts
pursuant to Section 4.02(c), to the extent not allocated pursuant to Section
9.01(n)(ii) above, (iv) the Class X and Class N Certificates shall be allocated
accruals (under any reasonable method) of any "cap premiums" deemed received on
the date ownership of the Class X and Class N Certificates is separated in
respect of the obligation of the Class X/N Interest to pay Carryover Amounts,
and shall be allocated expense in respect of any actual payment of such
Carryover Amounts based on which one of such Classes economically bears such
expense, (v) the Class X Certificates shall be

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allocated all remaining income and any expenses and Realized Losses with respect
to the Class X/N Interest, until the capital account of the Class X Certificates
is reduced to zero, and any remaining expenses or losses shall be allocated to
the Class N Certificates, (vi) neither the Class N Certificates nor the Class X
Certificates shall be responsible for restoring any deficit to its capital
account, (vii) upon termination of the Trust Fund pursuant to Article X, all
amounts available for distribution to Holders of the Class N and Class X
Certificates shall be distributed in accordance with their positive capital
account balances, first to the Class N Certificates until their Notional Amount
and any accrued but unpaid interest thereon are reduced to zero, and then to the
Class X Certificates, and (viii) the Trustee shall maintain books and records
with respect to the partnership on a calendar year basis (unless a different
taxable year shall be required by the Code) and shall prepare or cause to be
prepared, and cause the Holder of the largest Percentage Interest of the Class X
Certificates to sign and file or cause to be filed all federal and state tax and
information returns for the partnership, and shall furnish or cause to be
furnished Schedule K-1 to the Holders of the Class N and Class X Certificates at
the time required by the Code. Unless otherwise directed by a majority of the
Percentage Interests of the Class X and Class N Certificates, the Trustee shall
not make an election under Section 754 of the Code. The Holder of the largest
Percentage Interest of the Class X Certificates, by acceptance of its Class X
Certificate, agrees to act as "tax matters partner" (within the meaning of
Section 6231(a)(7) of the Code) and to sign and timely file all federal and
state partnership tax and information returns prepared by the Trustee pursuant
to this Section 9.01(n).

         Section 9.02 Prohibited Transactions and Activities.

         Neither the Seller, the Depositor, the Servicer 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 any REMIC pursuant to
Article X 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 constituting part of the Trust
Fund, nor sell or dispose of any investments in the Distribution Account for
gain, nor accept any contributions to any REMIC constituting part of the Trust
Fund 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 such REMIC as a REMIC or of the interests therein other
than the Residual Certificates 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 such REMIC to be
subject to a tax on prohibited transactions or prohibited contributions pursuant
to the REMIC Provisions.

         Section 9.03 Indemnification with Respect to Certain Taxes and Loss of
REMIC Status.

         In the event that any REMIC formed hereunder fails to qualify as a
REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Servicer of its duties and
obligations set forth herein, the Servicer shall indemnify the Holder of the
related Residual Certificate against any and all losses, claims, damages,
liabilities or expenses ("Losses") resulting from such negligence; provided,
however, that the Servicer shall

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not be liable for any such Losses attributable to the action or inaction of the
Trustee, the Depositor or the Holder of such Residual Certificate, as
applicable, nor for any such Losses resulting from misinformation provided by
the Holder of such Residual Certificate on which the Servicer has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holder of such Residual Certificate now or hereafter existing at law or in
equity. Notwithstanding the foregoing, however, in no event shall the Servicer
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Servicer of its duties and obligations set
forth herein, and (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates).

         Section 9.04 REO Property.

                  (a)      Subject to compliance with applicable laws and
regulations as shall at any time be in force, and notwithstanding any other
provision of this Agreement, the Servicer, acting on behalf of the Trust
hereunder, shall not rent, lease, or otherwise earn income on behalf of any
REMIC constituting part of the Trust Fund 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 constituting part of the Trust Fund 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 advised, or has caused the applicable Servicer to
advise, the Trustee in writing to the effect that, under the REMIC Provisions,
such action would not adversely affect the status of any REMIC constituting part
of the Trust Fund as a REMIC and any income generated for such REMIC by the REO
Property would not result in the imposition of a tax upon such REMIC.

                  (b)      The Servicer shall make reasonable efforts to sell
any REO Property for its fair market value. In any event, however, the Servicer
shall dispose of any REO Property before the close of the third calendar year
beginning after the year of its acquisition by the Trust Fund unless the
Servicer 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, any REMIC constituting part of the
Trust Fund may hold REO Property for a longer period without adversely affecting
its REMIC status or causing the imposition of a Federal or state tax upon any
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 as
determined in good faith by the Servicer for such longer period 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 33
months 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 applicable period, (i) purchase such REO
Property at a price equal to the REO Property's fair market value as determined
in good faith by the Servicer 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 applicable period.

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         Section 9.05 Grantor Trust Administration.

         The parties intend that the portions of the Trust Fund consisting of
the REMIC 5 X/N Interest, the right of the Cap Carryover Certificates to receive
Carryover Amounts and the obligation of the Class X/N Interest to pay such
Carryover Amounts, shall be treated as a "grantor trust" under the Code, and the
provisions hereof shall be interpreted consistently with this intention. In
furtherance of such intention, the Trustee shall furnish or cause to be
furnished (i) to the Holders of the Cap Carryover Certificates and (ii) to the
Holder of the Class X and Class N Certificates (if there is a single beneficial
owner thereof) or to itself on behalf of the partnership comprised of the
Holders of the Class X and Class N Certificates (if there are two or more
beneficial owners thereof), and shall file or cause to be filed with the
Internal Revenue Service together with Form 1041 or such other form as may be
applicable, their allocable shares of income with respect to the property held
by the Grantor Trust, at the time or times and in the manner required by the
Code.

                                   ARTICLE X

                                   TERMINATION

         Section 10.01 Termination.

                  (a)      The respective obligations and responsibilities of
the Seller, the Servicer, the Depositor, the Trustee and the Certificate
Registrar created hereby (other than the obligation of the Trustee to make
certain payments to Certificateholders after the final Distribution Date and the
obligation of the Servicer to send certain notices as hereinafter set forth)
shall terminate upon notice to the Trustee upon the earliest of (i) the
Distribution Date on which the Certificate Principal Balance of each Class of
Certificates has been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, and (iii) the optional
purchase by the Servicer of the Mortgage Loans as described below.
Notwithstanding the foregoing, in no event shall the trust 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, living on the date hereof.

         The Servicer may, at its option, terminate the Mortgage Loans in the
Trust Fund and retire the Certificates on the next succeeding Distribution Date
upon which the aggregate current Pool Balance is less than 10% of the aggregate
Pool Balance of the Mortgage Loans as of the Cut-off Date by purchasing all of
the outstanding (i) Mortgage Loans in the Trust Fund at a price equal to the sum
of the outstanding Principal Balance of the Mortgage Loans and except to the
extent previously advanced by the Servicer, accrued and unpaid interest thereon
at the weighted average of the Mortgage Interest Rates through the end of the
Collection Period preceding the final Distribution Date plus unreimbursed
Servicing Advances, Advances and any unpaid Servicing Fees allocable to such
Mortgage Loans plus any costs or damages incurred by the Trust Fund in
connection with any violation by such Mortgage Loan of any predatory or abusive
lending laws and (ii) REO Properties in the Trust Fund at a price equal to their
fair market value as determined in good faith by the Servicer (the "Termination
Price"). Notwithstanding the foregoing, the Servicer may not exercise its
optional purchase right unless any Reimbursement Amount owed to the Trust
pursuant to Section 2.03 hereof has been paid.

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         In connection with any such purchase pursuant to the preceding
paragraph, the Servicer shall deliver to the Trustee for deposit in the
Distribution Account all amounts then on deposit in the Collection Account (less
amounts permitted to be withdrawn by the Servicer pursuant to Section 3.07),
which deposit shall be deemed to have occurred immediately following such
purchase.

         Any such purchase shall be accomplished by delivery to the Trustee for
deposit into the Distribution Account as part of Available Funds on the
Determination Date before such Distribution Date of the Termination Price.

                  (b)      Notice of any termination, specifying the
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee for payment of the final distribution and cancellation, shall be given
promptly by the Trustee upon the Trustee receiving notice of such date from the
Servicer, by letter to the Certificateholders mailed not earlier than the 15th
day of the month preceding the month of such final distribution and not later
than the 15th day of the month of such final distribution specifying (1) the
Distribution Date upon which final distribution of the Certificates will be made
upon presentation and surrender of such Certificates at the office or agency of
the Trustee therein designated, (2) the amount of any such final distribution
and (3) that the Record Date otherwise applicable to such Distribution Date is
not applicable, distributions being made only upon presentation and surrender of
the Certificates at the office or agency of the Trustee therein specified. Not
less than five (5) Business Days prior to such Determination Date relating to
such Distribution Date, the Trustee shall notify the Seller of the amount of any
unpaid Reimbursement Amount owed to the Trust.

                  (c)      Upon presentation and surrender of the Certificates,
the Trustee shall cause to be distributed to the Holders of the Certificates on
the Distribution Date for such final distribution, in proportion to the
Percentage Interests of their respective Class and to the extent that funds are
available for such purpose, an amount equal to the amount required to be
distributed to such Holders in accordance with the provisions of Sections 4.01
and 4.02 for such Distribution Date.

                  (d)      In the event that all Certificateholders shall not
surrender their Certificates for final payment and cancellation on or before
such final Distribution Date, the Trustee shall promptly following such date
cause all funds in the Distribution Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Servicer (if the
Servicer has exercised its right to purchase the Mortgage Loans) or the Trustee
(in any other case) 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 nine months after the
second notice all the Certificates shall not have been surrendered for
cancellation, the Class R Certificateholders shall be entitled to all unclaimed
funds and other assets which remain subject hereto and the Trustee upon transfer
of such funds shall be discharged of any responsibility for such funds, and such
Certificateholders shall look to the Class R Certificateholders for payment.

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         Section 10.02 Additional Termination Requirements.

                  (a)      In the event that the Servicer exercises its purchase
option as provided in Section 10.01, the Trust shall be terminated in accordance
with the following additional requirements, unless the Trustee shall have been
furnished with an Opinion of Counsel to the effect that the failure of the Trust
to comply with the requirements of this Section will not (i) result in the
imposition of taxes on "prohibited transactions" of the Trust as defined in
Section 860F of the Code or (ii) cause any REMIC constituting part of the Trust
Fund to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

                           (i)      The Trustee shall designate a date within 90
days prior to the final Distribution Date as the date of adoption of plans of
complete liquidation of each of the remaining REMICs included in the Trust Fund
and shall specify such date in the final federal income tax return of each
REMIC;

                           (ii)     After the date of adoption of such plans of
complete liquidation and at or prior to the final Distribution Date, the Trustee
shall sell all of the assets of the Trust to the Servicer for cash; and

                           (iii)    At the time of the making of the final
payment on the Certificates, the Trustee shall distribute or credit, or cause to
be distributed or credited in the following order of priority (A) (i) to the
Holders of each of the Class AF-1 and Class AV-1 Certificates, pro rata and (ii)
to the Class M-1, Class M-2, Class B-1, Class B-2 and Class B-3 Certificates,
the related Certificate Principal Balance, as applicable, plus one month's
interest thereon at the applicable Pass-Through Rate, (B) (i) to the Class R
Certificates, .01% of any remaining Monthly Excess Interest and (ii) to the
Class N and Class X Certificates in respect of the Class X/N Interest, the
amount of any remaining Monthly Excess Cash Flow Amounts not previously
distributed thereon and not distributed to the Class R Certificates, (C) to the
remaining REMIC Regular Interests the amounts allocable thereto pursuant to
Section 4.08 and (D) to the Class R Certificateholders, all cash on hand in
respect of the related REMIC or REMICs after such payment (other than cash
retained to meet claims) and the Trust shall terminate at such time.

                  (b)      By their acceptance of Certificates, the Holders
thereof hereby agree to appoint the Trustee as their attorney in fact to: (i)
designate such date of adoption of plans of complete liquidation and (ii) to
take such other action in connection therewith as may be reasonably required to
carry out such plans of complete liquidation all in accordance with the terms
hereof..

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         Section 11.01 Amendment.

         This Agreement may be amended from time to time by the Seller, the
Depositor, the Servicer and the Trustee; and without the consent of the
Certificateholders, (i) to cure any ambiguity, (ii) to correct or supplement any
provisions herein which may be defective or inconsistent with any other
provisions herein, (iii) to make any other provisions with respect to

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matters or questions arising under this Agreement, which shall not be
inconsistent with the provisions of this Agreement or (iv) to comply with any
requirements imposed by the Code; provided, however, that any such action listed
in clause (i) through (iv) above shall not adversely affect in any respect the
interests of any Certificateholder, as evidenced by (i) notice in writing to the
Depositor, the Servicer and the Trustee from the Rating Agencies that such
action will not result in the reduction or withdrawal of the rating of any
outstanding Class of Certificates with respect to which it is a Rating Agency,
or (ii) an Opinion of Counsel delivered to the Servicer and the Trustee.

         In addition, this Agreement may be amended from time to time by Seller,
the Depositor, the Servicer and the Trustee, with the consent of the Majority
Certificateholders for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Holders of Certificates; provided,
however, that no such amendment or waiver shall (x) reduce in any manner the
amount of, or delay the timing of, payments on the Certificates which are
required to be made on any Certificate without the consent of the Holder of such
Certificate, (y) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in
clause (x) above, without the consent of the Holders of Certificates of such
Class evidencing at least a 66 2/3% Percentage Interest in such Class, or (z)
reduce the percentage of Voting Rights required by clause (y) above without the
consent of the Holders of all Certificates of such Class then outstanding. Upon
approval of an amendment, a copy of such amendment shall be sent to the Rating
Agencies. Prior to the execution of any amendment to this Agreement, the Trustee
shall be entitled to receive and rely upon an Opinion of Counsel (at the expense
of the Person seeking such amendment) stating that the execution of such
amendment is authorized or permitted by this Agreement. The Trustee may, but
shall not be obligated to, enter into any such amendment which affects the
Trustee's own rights, duties or immunities under this Agreement.

         Notwithstanding any provision of this Agreement to the contrary, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel, delivered by (and at the expense of)
the Person seeking such Amendment, to the effect that such amendment will not
result in the imposition of a tax on any REMIC constituting part of the Trust
Fund pursuant to the REMIC Provisions or cause any REMIC constituting part of
the Trust to fail to qualify as a REMIC at any time that any Certificates are
outstanding and that the amendment is being made in accordance with the terms
hereof.

         Promptly after the execution of any such amendment the Trustee shall
furnish, at the expense of the Person that requested the amendment if such
Person is the Seller or the Servicer (but in no event at the expense of the
Trustee), otherwise at the expense of the Trust, a copy of such amendment and
the Opinion of Counsel referred to in the immediately preceding paragraph to the
Servicer and each Rating Agency.

         It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment;
instead it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

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         Section 11.02 Recordation of Agreement; Counterparts.

         To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer at the expense of the Trust, but only upon direction of
Certificateholders, accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.

         For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall together constitute but
one and the same instrument.

         Section 11.03 Limitation on Rights of Certificateholders.

         The death or incapacity of any Certificateholder shall not (i) operate
to terminate this Agreement or the Trust, (ii) entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

         Except as expressly provided for herein, no Certificateholder shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust, 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.

         No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement, unless such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as herein provided, and unless also the Holders of
Certificates entitled to at least 25% of the Voting Rights 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 costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 15 days after
its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding. It is understood
and intended, and 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 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, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common

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benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03 each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

         Section 11.04 Governing Law; Jurisdiction.

         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. With respect to any
claim arising out of this Agreement, each party irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in The City of New
York, and each party irrevocably waives any objection which it may have at any
time to the laying of venue of any suit, action or proceeding arising out of or
relating hereto brought in any such courts, irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought
in any inconvenient forum and further irrevocably waives the right to object,
with respect to such claim, suit, action or proceeding brought in any such
court, that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.

         Section 11.05 Notices.

All directions, demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by first
class mail, postage prepaid, or by express delivery service, to (a) in the case
of the Seller, Credit-Based Asset Servicing and Securitization LLC, 335 Madison
Avenue, 19th Floor, New York, New York 10017, Attention: Director - Mortgage
Finance (telecopy number (212) 850-7760), or such other address or telecopy
number as may hereafter be furnished to the Depositor and the Trustee in writing
by the Seller, (b) in the case of the Trustee, U.S. Bank National Association,
U.S. Bank National Association, 180 East Fifth Street, EP-MN-T2CT, St. Paul,
Minnesota 55101, Attention: Structured Finance - C-BASS 2003-CB3, or such other
address as may hereafter be furnished to the Depositor, the Seller and the
Servicer in writing by the Trustee, (c) in the case of the Depositor, Merrill
Lynch Mortgage Investors, Inc., 250 Vesey Street, 4 World Financial Center, 10th
Floor, New York, New York 10080, Attention: Asset-Backed Finance, or such other
address as may be furnished to the Seller, the Servicer and the Trustee in
writing by the Depositor, and (d) in the case of the Servicer, Litton Loan
Servicing LP, 4828 Loop Central Drive, Houston, Texas 77081, Attention: Janice
McClure, or such other address as may be furnished to the Seller, the Depositor
and the Trustee in writing by the Servicer. Any notice required or permitted to
be mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register.
Notice of any Servicer Event of Termination shall be given by telecopy and by
certified mail. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have duly been given when mailed,
whether or not the Certificateholder receives such notice. A copy of any notice
required to be telecopied hereunder shall also be mailed to the appropriate
party in the manner set forth above.

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         Section 11.06 Severability of Provisions.

         If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall for any reason whatsoever be 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 11.07 Article and Section References.

         All article and section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.

         Section 11.08 Notice to the Rating Agencies.

                  (a)      Each of the Trustee and the Servicer shall be
obligated to use its best reasonable efforts promptly to provide notice to the
Rating Agencies with respect to each of the following of which a Responsible
Officer of the Trustee or the Servicer, as the case may be, has actual
knowledge:

                           (i)      any material change or amendment to this
Agreement;

                           (ii)     the occurrence of any Servicer Event of
Termination that has not been cured or waived;

                           (iii)    the resignation or termination of the
Servicer or the Trustee;

                           (iv)     the final payment to Holders of the
Certificates of any Class;

                           (v)      any change in the location of any Account;
and

                           (vi)     if the Trustee is acting as successor
Servicer pursuant to Section 7.02 hereof, any event that would result in the
inability of the Trustee to make Advances.

                           (vii)    In addition, the Servicer shall promptly
furnish to each Rating Agency copies of the following:

                                             (A)      each annual statement as
to compliance described in Section 3.19 hereof;

                                             (B)      each annual independent
public accountants' servicing report described in Section 3.20 hereof; and

                                             (C)      each notice delivered
pursuant to Section 7.01(a) hereof which relates to the fact that the Servicer
has not made an Advance.

         Any such notice pursuant to this Section 11.08 shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by
first class mail, postage prepaid, or by express delivery service to Moody's
Investors Service, Inc., 99 Church Street, New York, New

                                      141

<PAGE>

York 10007, Attention: Managing Director, Residential Mortgage-Backed
Securities; Fitch Ratings, One State Street Plaza, New York, New York 10004,
Attention: Managing Director, Residential Mortgage-Backed Securities; and
Standard & Poor's, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, New York, New York 10041, Attention: Mortgage Surveillance Group.

         Section 11.09 Further Assurances.

         Notwithstanding any other provision of this Agreement, neither the
Regular Certificateholders, nor the Trustee shall have any obligation to consent
to any amendment or modification of this Agreement unless they have been
provided reasonable security or indemnity against their out-of-pocket expenses
(including reasonable attorneys' fees) to be incurred in connection therewith.

         Section 11.10 Section 11.10 Benefits of Agreement.

         Nothing in this Agreement or in the Certificates, expressed or implied,
shall give to any Person, other than the Certificateholders and the parties
hereto and their successors hereunder, any benefit or any legal or equitable
right, remedy or claim under this Agreement.

         Section 11.11 Acts of Certificateholders.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Agreement to be given
or taken by the Certificateholders may be embodied in and evidenced by one or
more instruments of substantially similar tenor signed by such
Certificateholders in person or by agent duly appointed in writing; and such
action shall become effective when such instrument or instruments are delivered
to the Trustee, the Seller and the Servicer. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "act" of the Certificateholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Agreement
and conclusive in favor of the Trustee and the Trust, if made in the manner
provided in this Section 11.11.

                  (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 a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Whenever such execution is by a signer acting in a capacity other than
his or her individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority.

                  (c)      Any request, demand, authorization, direction,
notice, consent, waiver or other action by any Certificateholder shall bind
every future Holder of such 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 or the Trust in reliance thereon, whether or not notation of such action
is made upon such Certificate.

                                      142

<PAGE>

                      [SIGNATURE PAGE IMMEDIATELY FOLLOWS]

                                      143

<PAGE>

         IN WITNESS WHEREOF, the Seller, the Depositor, the Servicer and the
Trustee have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the day and year first above written.

                              MERRILL LYNCH MORTGAGE INVESTORS, INC.,
                                     as Depositor

                              By:______________________________
                              Name:    Matthew Whalen
                              Title:   President

                              CREDIT-BASED ASSET SERVICING AND
                                   SECURITIZATION LLC, as Seller

                              By:______________________________
                              Name:    Stephanie Sparvero
                              Title:   Vice President

                              LITTON LOAN SERVICING LP, as Servicer

                              By:______________________________
                              Name:    Janice McClure
                              Title:   Senior Vice President

                              U.S. BANK NATIONAL ASSOCIATION, not in
                              its individual
                                     capacity but solely as Trustee for the
                                     2003-CB3 Trust, C-BASS Mortgage Loan
                                     Asset-Backed Certificates, Series 2003-CB3

                              By:______________________________
                              Name:    Sheryl Christopherson
                              Title:   Vice President

                                     A-1-1

<PAGE>

                                   EXHIBIT A-1

                      [FORM OF THE CLASS AF-1 CERTIFICATE]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
         CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
         IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
         INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

         FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         REPRESENTS BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A
         "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
         DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2003-CB3, CLASS AF-1

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first and second lien mortgage loans formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<S>                                 <C>
Series 2003-CB3, Class AF-1         Original Class Certificate Principal Balance
                                    of the Class AF-1 Certificates as of the
                                    Closing Date: $194,034,000.00

Pass-Through Rate:  2.879%

Date of Pooling and Servicing
Agreement and                       Initial Certificate Principal Balance:
Cut-off Date:June 1, 2003           $194,034,000.00
First Distribution Date:            Servicer:  Litton Loan Servicing LP
July 25, 2003

No.                                 Trustee:  U.S. Bank National Association

CUSIP: 12489W GJ 7                  Closing Date:  June 27, 2003

ISIN: US12489WGJ71
</TABLE>

                                     A-1-2

<PAGE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN MERRILL LYNCH MORTGAGE INVESTORS, INC., THE
         SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
         CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
AF-1 Certificates) in that certain beneficial ownership interest evidenced by
all the Class AF-1 Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
Merrill Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), Credit-Based
Asset Servicing and Securitization LLC (the "Seller"), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
AF-1 Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class AF-1 Certificate becomes a Definitive Certificate,
the Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and is the registered owner of Class AF-1 Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Certificate Registrar may deduct a reasonable wire
transfer fee from any payment made by wire transfer. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the
Trustee of the

                                A-1-3

<PAGE>

pendency of such distribution and only upon presentation and surrender
of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.

         The Class AF-1 Pass-Through Rate on each Distribution Date will the per
annum rate specified above, subject to increase as provided in the Agreement.
Interest will accrue on the Class AF-1 Certificates during each Interest Accrual
Period at a rate equal to the lesser of (i) the Class AF-1 Pass-Through Rate and
(ii) the Group I Cap for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class AF-1 Certificates.

         The Class AF-1 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                                A-1-4

<PAGE>

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying
Agent nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                A-1-5

<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  June 27, 2003

                                            U.S. BANK NATIONAL ASSOCIATION, as
                                            Trustee

                                            By:_________________________________
                                                        Authorized Officer

                     CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                            U.S. BANK NATIONAL ASSOCIATION,
                                                  as Certificate Registrar

                                            By:_________________________________
                                                        Authorized Signatory
Date of authentication: June 27, 2003

                                A-1-6

<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>           <C>                               <C>                     <C>
TEN COM  -    as tenants in common              UNIF GIFT MIN ACT  -    Custodian
                                                                        (Cust) (Minor)
TEN ENT  -    as tenants by the entireties                              under Uniform
                                                                        Gifts to Minors
                                                                        Act
JT TEN   -    as joint tenants with right of                            ________________
              survivorship and not as tenants                                (State)
              in common
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                     A-1-7

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

________________________________________________________________________________

Dated:
                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
________________________________________________________________________________
for the account of ___________________________________________________, account
number________________________________________________ , or, if mailed by check,
to_____________________________________________________________________________.
Applicable statements should be mailed to _____________________________________
This information is provided by___________________________,the assignee named
above, or_______________________________________________________,as its agent.

                                     A-1-8

<PAGE>

                                   EXHIBIT A-2

                      [FORM OF THE CLASS AV-1 CERTIFICATE]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
         CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
         IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
         INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

         FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         REPRESENTS BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A
         "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
         DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND
         CERTAIN OTHER PROPERTY.

                 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2003-CB3, CLASS AV-1

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first and second lien mortgage loans formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<S>                              <C>
Series 2003-CB3, Class AV-1      Original Class Certificate Principal Balance
                                 of the Class AV-1 Certificates as of the
                                 Closing Date: $55,882,000.00

Pass-Through Rate:  Variable

Date of Pooling and Servicing
Agreement                        Initial Certificate Principal Balance:
and Cut-off Date: June 1, 2003   $55,882,000.00
First Distribution Date:
July 25, 2003                    Servicer:  Litton Loan Servicing LP

No.                              Trustee:  U.S. Bank National Association

CUSIP: 12489W GK 4               Closing Date:  June 27, 2003

ISIN: US12489WGK45
</TABLE>

                                     A-2-1

<PAGE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN MERRILL LYNCH MORTGAGE INVESTORS, INC., THE
         SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
         CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class
AV-1 Certificates) in that certain beneficial ownership interest evidenced by
all the Class AV-1 Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among
Merrill Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), Credit-Based
Asset Servicing and Securitization LLC (the "Seller"), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
AV-1 Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class AV-1 Certificate becomes a Definitive Certificate,
the Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and is the registered owner of Class AV-1 Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Certificate Registrar may deduct a reasonable wire
transfer fee from any payment made by wire transfer. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the
Trustee of the

                                     A-2-2

<PAGE>

pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for that purpose as
provided in the Agreement.

         The Class AV-1 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the sum of one month LIBOR plus the Class AV-1
Certificate Margin. Interest will accrue on the Class AV-1 Certificates during
each Interest Accrual Period at a rate equal to the lesser of (i) the Class AV-1
Pass-Through Rate and (ii) the Group II Cap for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class AV-1 Certificates.

         The Class AV-1 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                                     A-2-3

<PAGE>

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying
Agent nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                     A-2-4

<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  June 27, 2003

                                              U.S. BANK NATIONAL ASSOCIATION, as
                                              Trustee

                                              By:_______________________________
                                                        Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                              U.S. BANK NATIONAL ASSOCIATION,
                                                        as Certificate Registrar

                                              By:_______________________________
                                                        Authorized Signatory

Date of authentication: June 27, 2003

                                     A-2-5

<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>           <C>                               <C>                     <C>
TEN COM  -    as tenants in common              UNIF GIFT MIN ACT  -    Custodian
                                                                        (Cust) (Minor)
TEN ENT  -    as tenants by the entireties                              under Uniform
                                                                        Gifts to Minors Act

JT TEN   -    as joint tenants with right of                            __________________
              survivorship and not as tenants                               (State)
              in common
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                     A-2-6

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

________________________________________________________________________________

Dated:
                                           ____________________________________
                                           Signature by or on behalf of assignor

                                           ____________________________________
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
________________________________________________________________________________
for the account of_____________________________________________________________,
account number_________________________________________________________________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________ This information is provided by
_______________________________________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.

                                     A-2-7

<PAGE>

                                   EXHIBIT A-3

                        [FORM OF CLASS A-IO CERTIFICATE]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
         CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
         IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
         INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

         FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         REPRESENTS BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A
         "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
         DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

                 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2003-CB3, CLASS A-IO

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first and second lien mortgage loans formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<S>                             <C>
Series 2003-CB3, Class A-IO     Original Class Certificate Principal Balance of
                                the Class A-IO Certificates as of the Closing
                                Date: $296,689,000.00

Pass-Through Rate: 3.00%

Date of Pooling and Servicing
Agreement and                   Initial Notional Balance: $296,689,000.00
Cut-off Date: June 1, 2003
First Distribution Date:
July 25, 2003                   Servicer:  Litton Loan Servicing LP

No.                             Trustee:  U.S. Bank National Association

CUSIP: 12489W GL 2              Closing Date:  June 27, 2003

ISIN: US12489WGL28
</TABLE>

                                     A-3-1

<PAGE>

         THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN
         THE MANNER DESCRIBED IN THE AGREEMENT. ACCORDINGLY, THE
         OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME
         MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT REPRESENTED
         HEREBY.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN MERRILL LYNCH MORTGAGE INVESTORS, INC., THE
         SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
         CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Notional Amount of this Certificate
by the Original Class A-IO Notional Amount) in that certain beneficial ownership
interest evidenced by all the Class A-IO Certificates in the Trust Fund created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Merrill Lynch Mortgage Investors, Inc. (hereinafter called
the "Depositor," which term includes any successor entity under the Agreement),
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the Servicer
and the Trustee a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-IO Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and is the registered owner of Class A-IO Certificates
the aggregate Initial Notional Amount of which is in excess of $5,000,000, or by
check mailed by first class mail to the address of the Person entitled thereto,
as such name and address shall appear on the Certificate Register, provided that
the Certificate Registrar may deduct a reasonable wire transfer fee from any
payment made by wire transfer. Notwithstanding the above, the final distribution
on this Certificate will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for that purpose as
provided in the Agreement.

                                A-3-2

<PAGE>

         The Notional Amount of the Class A-IO Certificates is comprised of two
components, the Component A-IO-1 and the Component A-IO-2. The Pass-Through Rate
on each of those components on each Distribution Date will be (i) for
Distribution Dates on or prior to the Distribution Date in October 2004, 3.00%;
provided that the Pass-Through Rate on Component A-IO-2 will be subject to a cap
equal to the Group II Net Rate.

         This Certificate is not entitled to distributions of principal.

         This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class A-IO Certificates.

         The Class A-IO Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                                A-3-3

<PAGE>

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying
Agent nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                A-3-4

<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  June 27, 2003

                                              U.S. BANK NATIONAL ASSOCIATION, as
                                              Trustee

                                              By:_______________________________
                                                        Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                              U.S. BANK NATIONAL ASSOCIATION,
                                                        as Certificate Registrar

                                              By:_______________________________
                                                        Authorized Signatory
Date of authentication:  June 27, 2003

                                     A-3-5

<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>           <C>                               <C>                     <C>
TEN COM  -    as tenants in common              UNIF GIFT MIN ACT  -    Custodian
                                                                        (Cust) (Minor)
TEN ENT  -    as tenants by the entireties                              under Uniform
                                                                        Gifts to Minors
                                                                        Act
JT TEN   -    as joint tenants with right of                            _______________
              survivorship and not as tenants                               (State)
              in common
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                     A-3-6

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

________________________________________________________________________________

Dated:
                                           ____________________________________
                                           Signature by or on behalf of assignor

                                           ____________________________________
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
________________________________________________________________________________
for the account of_____________________________________________________________,
account number_________________________________________________________________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________ This information is provided by
_______________________________________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.

                                     A-3-7

<PAGE>

                                   EXHIBIT B-1

                         [FORM OF CLASS B-1 CERTIFICATE]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A,
         CLASS M-1 AND CLASS M-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT
         REFERRED TO HEREIN.

         EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO
         HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
         PERSON THAT HAS NOT DELIVERED A REPRESENTATION LETTER STATING EITHER
         (A) THAT THE TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
         INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
         THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
         PROVISIONS OF OTHER FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
         EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
         (COLLECTIVELY, A "PLAN"), AND IS NOT ACTING ON BEHALF OF OR INVESTING
         THE ASSETS OF A PLAN OR (B) THE TRANSFEREE IS AN INSURANCE COMPANY AND
         THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE
         COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION V(E) OF
         PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60")) AND THAT
         THE PURCHASE AND HOLDING OF THE CERTIFICATE ARE COVERED UNDER SECTIONS
         I AND III OF PTCE 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE OR
         ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
         REQUIRED BY THE REPRESENTATION LETTER REFERRED TO IN THE PRECEDING
         SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION

                                     B-1-1

<PAGE>

         LETTER REFERRED TO IN THE PRECEDING SENTENCE TO THE CERTIFICATE
         REGISTRAR. THE AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED
         TRANSFER IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
         VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.

         FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
         BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
         INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE") AND CERTAIN OTHER PROPERTY.

                                     B-1-2

<PAGE>

                 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2003-CB3, CLASS B-1

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first and second lien mortgage loans formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<S>                             <C>
Series 2003-CB3, Class B-1      Original Class Certificate Principal Balance
                                of the Class B-1 Certificates as of the
                                Closing Date: $7,425,000.00

Pass-Through Rate: 5.553%

Date of Pooling and Servicing
Agreement and                   Initial Certificate Principal Balance:
Cut-off Date: June 1, 2003      $7,425,000.00
First Distribution Date:
July 25, 2003                   Servicer:  Litton Loan Servicing LP

No.                             Trustee:  U.S. Bank National Association

CUSIP: 12489W GP 3              Closing Date:  June 27, 2003

ISIN: US12489WGP32
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN MERRILL LYNCH MORTGAGE INVESTORS, INC., THE
         SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
         CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class B-1
Certificates) in that certain beneficial ownership interest evidenced by all the
Class B-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                                     B-1-3

<PAGE>

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
B-1 Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class B-1 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and is the registered owner of Class B-1 Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Certificate Registrar may deduct a reasonable wire
transfer fee from any payment made by wire transfer. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.

         The Class B-1 Pass-Through Rate on each Distribution Date will be the
per annum rate specified above, subject to increase as provided in the
Agreement. Interest will accrue on the Class B-1 Certificates during each
Interest Accrual Period at a rate equal to the lesser of (i) the Class B-1
Pass-Through Rate and (ii) the Subordinate Net WAC for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class B-1 Certificates.

         The Class B-1 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

         This Certificate is subordinated in right of payment to the Class A,
Class M-1 and Class M-2 Certificates as described in the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to

                                     B-1-4

<PAGE>

the Voting Rights identified in the agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying
Agent nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.

                                     B-1-5

<PAGE>

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                     B-1-6

<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  June 27, 2003

                                              U.S. BANK NATIONAL ASSOCIATION, as
                                              Trustee

                                              By:_______________________________
                                                        Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                              U.S. BANK NATIONAL ASSOCIATION,
                                                        as Certificate Registrar

                                              By:_______________________________
                                                        Authorized Signatory
Date of authentication: June 27, 2003

                                     B-1-7
<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>           <C>                               <C>                     <C>
TEN COM  -    as tenants in common              UNIF GIFT MIN ACT  -    Custodian
                                                                        (Cust) (Minor)
TEN ENT  -    as tenants by the entireties                              under Uniform
                                                                        Gifts to Minors
                                                                        Act
JT TEN   -    as joint tenants with right of                            _______________
              survivorship and not as tenants                               (State)
              in common
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                     B-1-8

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

________________________________________________________________________________

Dated:
                                           ____________________________________
                                           Signature by or on behalf of assignor

                                           ____________________________________
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________________________________________________________
for the account of_____________________________________________________________,
account number_________________________________________________________________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________ This information is provided by
_______________________________________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.

                                     B-1-9

<PAGE>

                                   EXHIBIT B-2

                         [FORM OF CLASS B-2 CERTIFICATE]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
         CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
         IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
         INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
         CLASS A, CLASS M-1, CLASS M-2 AND CLASS B-1 CERTIFICATES AS
         DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
         LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION
         OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION MAY BE MADE
         ONLY IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION
         AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
         AGREEMENT REFERRED TO HEREIN.

         EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT EXCEPT
         AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO
         HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR
         TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A
         REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE
         IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
         ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
         INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
         4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
         "CODE"), OR PROVISIONS OF OTHER FEDERAL, STATE OR LOCAL LAW
         WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
         PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND
         IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN
         OR (B) THE TRANSFEREE IS AN INSURANCE COMPANY

                                     B-2-1

<PAGE>

         AND THE SOURCE OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS
         AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS
         DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
         EXEMPTION 95-60 ("PTCE 95-60")) AND THAT THE PURCHASE AND
         HOLDING OF THE CERTIFICATE ARE COVERED UNDER SECTIONS I AND
         III OF PTCE 95-60. EACH PERSON WHO ACQUIRES THIS CERTIFICATE
         OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE MADE THE
         REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER
         REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON
         SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER REFERRED TO IN
         THE PRECEDING SENTENCE TO THE CERTIFICATE REGISTRAR. THE
         AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER
         IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND
         VOID AND WILL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.

         FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         REPRESENTS BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A
         "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
         DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND
         CERTAIN OTHER PROPERTY.

                                     B-2-2

<PAGE>

                 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2003-CB3, CLASS B-2

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first and second lien mortgage loans formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<S>                                 <C>
Series 2003-CB3, Class B-2          Original Class Certificate Principal Balance
                                    of the Class B-2 Certificates as of the
                                    Closing Date:
                                    $3,712,500.00

Pass-Through Rate:  6.385%

Date of Pooling and Servicing
Agreement and                       Initial Certificate Principal Balance:
Cut-off Date: June 1, 2003          $3,712,500.00
First Distribution Date:
July 25, 2003                       Servicer:  Litton Loan Servicing LP

No.                                 Trustee:  U.S. Bank National Association

CUSIP: 12489W GQ 1                  Closing Date:  June 27, 2003

ISIN: US12489WGQ15
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN MERRILL LYNCH MORTGAGE INVESTORS, INC., THE
         SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
         CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class B-2
Certificates) in that certain beneficial ownership interest evidenced by all the
Class B-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                                B-2-3

<PAGE>

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
B-2 Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class B-2 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and is the registered owner of Class B-2 Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Certificate Registrar may deduct a reasonable wire
transfer fee from any payment made by wire transfer. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.

         The Class B-2 Pass-Through Rate on each Distribution Date will be the
per annum rate specified above, subject to increase as provided in the
Agreement. Interest will accrue on the Class B-2 Certificates during each
Interest Accrual Period at a rate equal to the lesser of (i) the Class B-2
Pass-Through Rate and (ii) the Subordinate Net WAC for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class B-2 Certificates.

         The Class B-2 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

         This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2 and Class B-1 Certificates as described in the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to

                                B-2-4

<PAGE>

the Voting Rights identified in the agreement. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such
Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent is made upon
this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of
any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory to
them that such transfer may be made without such registration or qualification,
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee
or the Certificate Registrar, in their respective capacities as such. None of
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws. Each Person who acquires this Certificate or an
interest therein shall be deemed to have made the representations required by
the representation letter referred to in this paragraph, unless such Person
shall have provided such representation letter referred to in this paragraph to
the Certificate Registrar.

                                B-2-5

<PAGE>

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying
Agent nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                B-2-6

<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  June 27, 2003

                                              U.S. BANK NATIONAL ASSOCIATION, as
                                              Trustee

                                              By:_______________________________
                                                        Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                              U.S. BANK NATIONAL ASSOCIATION,
                                                        as Certificate Registrar

                                              By:_______________________________
                                                        Authorized Signatory

Date of authentication: June 27, 2003

                                     B-2-7

<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>           <C>                               <C>                     <C>
TEN COM  -    as tenants in common              UNIF GIFT MIN ACT  -    Custodian
                                                                        (Cust) (Minor)
TEN ENT  -    as tenants by the entireties                              under Uniform
                                                                        Gifts to Minors
                                                                        Act
JT TEN   -    as joint tenants with right of                            _______________
              survivorship and not as tenants                               (State)
              in common
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                     B-2-8

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

________________________________________________________________________________

Dated:
                                           ____________________________________
                                           Signature by or on behalf of assignor

                                           ____________________________________
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_____________________________________________________________
for the account of_____________________________________________________________,
account number_________________________________________________________________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________ This information is provided by
_______________________________________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.

                                     B-2-9

<PAGE>

                                   EXHIBIT B-3

                         [FORM OF CLASS B-3 CERTIFICATE]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
         CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
         IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
         INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
         CLASS A, CLASS M-1, CLASS M-2, CLASS B-1 AND CLASS B-2
         CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO
         HEREIN.

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
         LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION
         OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION MAY BE MADE
         ONLY IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION
         AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
         AGREEMENT REFERRED TO HEREIN.

         EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT
         REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY
         OR TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A
         REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE
         IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
         ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
         INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
         4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
         "CODE"), OR PROVISIONS OF OTHER FEDERAL, STATE OR LOCAL LAW
         WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
         PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND
         IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN
         OR (B) THE TRANSFEREE IS AN INSURANCE COMPANY AND THE SOURCE
         OF FUNDS USED TO PURCHASE THIS

                                B-3-1

<PAGE>

         CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS
         SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED
         TRANSACTION CLASS EXEMPTION 95-60 ("PTCE 95-60")) AND THAT
         THE PURCHASE AND HOLDING OF THE CERTIFICATE ARE COVERED UNDER
         SECTIONS I AND III OF PTCE 95-60. EACH PERSON WHO ACQUIRES
         THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO
         HAVE MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION
         LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH
         PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER
         REFERRED TO IN THE PRECEDING SENTENCE TO THE CERTIFICATE
         REGISTRAR. THE AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
         PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER
         RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN
         ANY PURPORTED TRANSFEREE.

         FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         REPRESENTS BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A
         "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
         DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND
         CERTAIN OTHER PROPERTY.

                                B-3-2

<PAGE>

                 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2003-CB3, CLASS B-3

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first and second lien mortgage loans formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<S>                                 <C>
Series 2003-CB3, Class B-3          Original Class Certificate Principal Balance
                                    of the Class B-3 Certificates as of the
                                    Closing Date: $2,970,000.00

Pass-Through Rate:  Variable

Date of Pooling and Servicing
Agreement and                       Initial Certificate Principal Balance:
Cut-off Date: June 1, 2003          $2,970,000.00
First Distribution Date:
July 25, 2003                       Servicer:  Litton Loan Servicing LP

No.                                 Trustee: U.S. Bank National Association

CUSIP: 12489W GR 9                  Closing Date:  June 27, 2003, 2003

ISIN: US12489WGR97
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN MERRILL LYNCH MORTGAGE INVESTORS, INC., THE
         SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
         CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class B-3
Certificates) in that certain beneficial ownership interest evidenced by all the
Class B-3 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                                B-3-3

<PAGE>

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
B-3 Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class B-3 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and is the registered owner of Class B-3 Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Certificate Registrar may deduct a reasonable wire
transfer fee from any payment made by wire transfer. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.

         The Class B-3 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the sum of one month LIBOR plus the Class B-3
Certificate Margin. Interest will accrue on the Class B-3 Certificates during
each Interest Accrual Period at a rate equal to the lesser of (i) the Class B-3
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class B-3 Certificates.

         The Class B-3 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

         This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class B-1 and Class B-2 Certificates as described in the
Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to

                                B-3-4

<PAGE>

the Voting Rights identified in the agreement. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such
Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent is made upon
this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of
any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory to
them that such transfer may be made without such registration or qualification,
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee
or the Certificate Registrar, in their respective capacities as such. None of
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws. Each Person who acquires this Certificate or an
interest therein shall be deemed to have made the representations required by
the representation letter referred to in this paragraph, unless such Person
shall have provided such representation letter referred to in this paragraph to
the Certificate Registrar.

                                B-3-5

<PAGE>

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying
Agent nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                B-3-6

<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  June 27, 2003

                                              U.S. BANK NATIONAL ASSOCIATION, as
                                              Trustee

                                              By:_______________________________
                                                        Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                              U.S. BANK NATIONAL ASSOCIATION,
                                                        as Certificate Registrar

                                              By:_______________________________
                                                        Authorized Signatory

Date of authentication: June 27, 2003

                                     B-3-7

<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>           <C>                               <C>                     <C>
TEN COM  -    as tenants in common              UNIF GIFT MIN ACT  -    Custodian
                                                                        (Cust) (Minor)
TEN ENT  -    as tenants by the entireties                              under Uniform
                                                                        Gifts to Minors
                                                                        Act
JT TEN   -    as joint tenants with right of                            _______________
              survivorship and not as tenants                               (State)
              in common
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                     B-3-8

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

________________________________________________________________________________

Dated:
                                           ____________________________________
                                           Signature by or on behalf of assignor

                                           ____________________________________
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
________________________________________________________________________________
for the account of_____________________________________________________________,
account number_________________________________________________________________,
or, if mailed by check, to_____________________________________________________.
Applicable statements should be mailed to_______________________________________
_______________________________________________ This information is provided by
_______________________________________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.

                                     B-3-9
<PAGE>

                                  EXHIBIT C-1-1

                          [FORM OF CLASS R CERTIFICATE]

         THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED
         STATES PERSON.

         FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         REPRESENTS THE "RESIDUAL INTEREST" IN FOUR SEPARATE "REAL
         ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE
         DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE OFFERED
         CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED HEREIN
         AND IN THE AGREEMENT REFERRED TO HEREIN.

         THIS CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS
         UNTIL SUCH TIME AS DESCRIBED IN THE AGREEMENT REFERRED TO
         HEREIN.

         THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
         ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
         TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
         SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
         TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR
         QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF
         SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

         THIS CLASS R CERTIFICATE MAY NOT BE PURCHASED BY OR
         TRANSFERRED TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
         ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
         INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
         4975 OF THE CODE OR PROVISIONS OF OTHER FEDERAL, STATE OR
         LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
         FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
         "PLAN"), OR A PERSON ACTING ON BEHALF OF OR INVESTING THE
         ASSETS OF A PLAN.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R
         CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE
         PROVIDES (1) AN AFFIDAVIT TO THE CERTIFICATE REGISTRAR THAT
         SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
         POLITICAL SUBDIVISION THEREOF, ANY

                                    C-1-1-1

<PAGE>

         FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
         INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER
         THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
         EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
         ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
         (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE
         (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C)
         BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D)
         AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH
         TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (3) SUCH
         TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
         FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
         REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
         DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION
         OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE
         DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
         SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
         HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
         ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R CERTIFICATE BY ACCEPTANCE
         OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS
         OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
         AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED
         ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
         CLASS R CERTIFICATE.

                                     C-1-1-2

<PAGE>

                 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                            SERIES 2003-CB3, CLASS R

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first and second lien mortgage loans formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
<TABLE>
<S>                                          <C>
Series 2003-CB3, Class R                     Servicer:  Litton Loan Servicing LP

Date of Pooling and  Servicing Agreement     Trustee:  U.S. Bank National Association
and Cut-off Date: June 1, 2003
First Distribution Date:  July 25, 2003      Closing Date:  June 27, 2003

No.

Percentage Interest:  100%
</TABLE>

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN MERRILL LYNCH MORTGAGE INVESTORS, INC., THE
         SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
         CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Residual Interest Investments, L.P. is the
registered owner of a Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class R Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Merrill Lynch Mortgage Investors, Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), Credit-Based Asset Servicing and Securitization LLC (the
"Seller"), the Servicer and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate

                                     C-1-1-3

<PAGE>

Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of Class
R Certificates the aggregate Percentage Interest of which is in excess of a 66%
Percentage Interest of the Class R Certificates, or by check mailed by first
class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, provided that the Certificate
Registrar may deduct a reasonable wire transfer fee from any payment made by
wire transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified on the face hereof.

         The Class R Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                                     C-1-1-4

<PAGE>

         No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory to
them that such transfer may be made without such registration or qualification,
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee
or the Certificate Registrar, in their respective capacities as such. None of
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

         No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code ("Plans") or any person who is
directly or indirectly purchasing the Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of
the Agreement and to any amendment of the Agreement deemed necessary by counsel
of the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause any REMIC
provided for in the Trust Agreement to cease to qualify as a REMIC or cause the
imposition of a tax upon the Trust.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying
Agent nor any such agent shall be affected by notice to the contrary.

                                     C-1-1-5

<PAGE>

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                     C-1-1-6

<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  June 27, 2003

                                        U.S. BANK NATIONAL ASSOCIATION, as
                                        Trustee

                                        By:_________________________________
                                                 Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                        U.S. BANK NATIONAL ASSOCIATION,
                                            as Certificate Registrar

                                        By:_________________________________
                                               Authorized Signatory

Date of authentication: June 27, 2003

                                     C-1-1-7

<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>             <C>                                  <C>                      <C>
TEN COM         -  as tenants in common              UNIF GIFT MIN ACT        -  Custodian
                                                                                 (Cust) (Minor)
TEN ENT         -  as tenants by the entireties                                  under Uniform
                                                                                 Gifts to Minors
JT TEN          -  as joint tenants  with right of                               Act
                   survivorship and not as tenants                                 ________________
                   in common                                                          (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                     C-1-1-8

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto- ______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

________________________________________________________________________________

Dated:

                                        _______________________________________
                                        Signature by or on behalf of assignor

                                        _______________________________________
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________
_______________________________________________________________________________
for the account of ________________________, account number ___________________,
or, if mailed by check, to______________________ Applicable statements should be
mailed to ______________________________________ This information is provided
by_________________________________________________________, the assignee named
above, or______________________________, as its agent.

                                     C-1-1-9

<PAGE>

                                  EXHIBIT C-1-2

                         [FORM OF CLASS R-X CERTIFICATE]

         THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED
         STATES PERSON.

         FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         REPRESENTS THE "RESIDUAL INTEREST" IN FOUR SEPARATE "REAL
         ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE TERMS ARE
         DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CLASS R-X CERTIFICATE IS SUBORDINATE TO THE OFFERED
         CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED HEREIN
         AND IN THE AGREEMENT REFERRED TO HEREIN.

         THIS CLASS R-X CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS
         UNTIL SUCH TIME AS DESCRIBED IN THE AGREEMENT REFERRED TO
         HEREIN.

         THIS CLASS R-X CERTIFICATE HAS NOT BEEN REGISTERED OR
         QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
         TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
         SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
         TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR
         QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF
         SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

         THIS CLASS R-X CERTIFICATE MAY NOT BE PURCHASED BY OR
         TRANSFERRED TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
         ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
         INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
         4975 OF THE CODE OR PROVISIONS OF OTHER FEDERAL, STATE OR
         LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
         FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
         "PLAN"), OR A PERSON ACTING ON BEHALF OF OR INVESTING THE
         ASSETS OF A PLAN.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-X
         CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE
         PROVIDES (1) AN AFFIDAVIT TO THE CERTIFICATE REGISTRAR THAT
         SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
         POLITICAL SUBDIVISION THEREOF, ANY

                                     C-1-2-1

<PAGE>

         FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY
         AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
         ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
         521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY
         CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO
         THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
         ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE
         (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B)
         OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
         ORGANIZATION"), OR (D) AN AGENT OF A DISQUALIFIED
         ORGANIZATION AND (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
         THE ASSESSMENT OR COLLECTION OF TAX, AND (3) SUCH TRANSFEREE
         SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
         FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
         NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER
         OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R-X
         CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
         DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED
         TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
         SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
         HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
         DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-X
         CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED
         TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE
         PROVISIONS OF SECTION 5.02(D) OF THE AGREEMENT REFERRED TO
         HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS
         PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CLASS
         R-X CERTIFICATE.

                                     C-1-2-2

<PAGE>

                 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2003-CB3, CLASS R-X

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first and second lien mortgage loans formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<S>                                                          <C>
Series 2003-CB3, Class R-X                                   Servicer:  Litton Loan Servicing LP

Date of Pooling and Servicing  Agreement and                 Trustee:  U.S. Bank National Association
Cut-off Date: June 1, 2003
First Distribution Date:  July 25, 2003                      Closing Date:  June 27, 2003

No.

Percentage Interest:  100%
</TABLE>

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         MERRILL LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR
         ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY
         AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Residual Interest Investments, L.P. is the
registered owner of a Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class R-X Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Merrill Lynch Mortgage Investors, Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), Credit-Based Asset Servicing and Securitization LLC (the
"Seller"), the Servicer and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R-X Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate

                                     C-1-2-3

<PAGE>

Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of Class
R-X Certificates the aggregate Percentage Interest of which is in excess of a
66% Percentage Interest of the Class R-X Certificates, or by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, provided that the Certificate
Registrar may deduct a reasonable wire transfer fee from any payment made by
wire transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified on the face hereof.

         The Class R-X Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for

                                     C-1-2-4

<PAGE>

new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.

         No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory to
them that such transfer may be made without such registration or qualification,
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee
or the Certificate Registrar, in their respective capacities as such. None of
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

         No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code ("Plans") or any person who is
directly or indirectly purchasing the Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of
the Agreement and to any amendment of the Agreement deemed necessary by counsel
of the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause any REMIC
provided for in the Trust Agreement to cease to qualify as a REMIC or cause the
imposition of a tax upon the Trust.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof

                                     C-1-2-5

<PAGE>

for all purposes, and none of the Depositor, the Servicer, the Trustee, the
Certificate Registrar, any Paying Agent nor any such agent shall be affected by
notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                     C-1-2-6

<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  June 27, 2003

                                        U.S. BANK NATIONAL ASSOCIATION, as
                                        Trustee

                                        By:____________________________________
                                                    Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                        U.S. BANK NATIONAL ASSOCIATION,
                                          as Certificate Registrar

                                        By:____________________________________
                                                    Authorized Signatory

Date of authentication: June 27, 2003

                                     C-1-2-7

<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>             <C>                                  <C>                      <C>
TEN COM         -  as tenants in common              UNIF GIFT MIN ACT        -  Custodian
                                                                                 (Cust) (Minor)
TEN ENT         -  as tenants by the entireties                                  under Uniform
                                                                                 Gifts to Minors Act

JT TEN          -  as joint tenants  with right of                               ___________________
                   survivorship and not as tenants                                     (State)
                   in common
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                     C-1-2-8

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

________________________________________________________________________________

Dated:

                                        _______________________________________
                                        Signature by or on behalf of assignor

                                        _______________________________________
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________
_______________________________________________________________________________
for the account of ________________________, account number ___________________,
or, if mailed by check, to______________________ Applicable statements should be
mailed to ______________________________________ This information is provided
by_________________________________________________________, the assignee named
above, or______________________________, as its agent.

                                     C-1-2-9

<PAGE>

                                   EXHIBIT C-2

                         [FORM OF CLASS M-1 CERTIFICATE]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
         CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
         IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
         INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
         CLASS A CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED
         TO HEREIN.

         EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT
         REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY
         OR TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A
         REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE
         IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
         ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
         INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
         4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
         "CODE"), OR PROVISIONS OF OTHER FEDERAL, STATE OR LOCAL LAW
         WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
         PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND
         IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN
         OR (B) THE TRANSFEREE IS AN INSURANCE COMPANY AND THE SOURCE
         OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE
         COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION
         V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE
         95-60")) AND THAT THE PURCHASE AND HOLDING OF THE CERTIFICATE
         ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60. EACH
         PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
         SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY
         THE REPRESENTATION

                                      C-2-1

<PAGE>

         LETTER REFERRED TO IN THE PRECEDING SENTENCE, UNLESS SUCH
         PERSON SHALL HAVE PROVIDED SUCH REPRESENTATION LETTER
         REFERRED TO IN THE PRECEDING SENTENCE TO THE CERTIFICATE
         REGISTRAR. THE AGREEMENT PROVIDES THAT ANY ATTEMPTED OR
         PURPORTED TRANSFER IN VIOLATION OF THESE TRANSFER
         RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO RIGHTS IN
         ANY PURPORTED TRANSFEREE.

         FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
         BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
         INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE") AND CERTAIN OTHER PROPERTY.

                                      C-2-2

<PAGE>

                 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2003-CB3, CLASS M-1

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first and second lien mortgage loans formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<S>                                               <C>
Series 2003-CB3, Class M-1                        Original Class Certificate Principal Balance
                                                  of the Class M-1 Certificates as of
                                                  the Closing Date: $14,850,000.00

Pass-Through Rate:  4.271%

Date of Pooling and Servicing  Agreement and      Initial Certificate Principal Balance:
Cut-off Date:  June 1, 2003                       $14,850,000.00
First Distribution Date:  July 25, 2003           Servicer:  Litton Loan Servicing LP

No.                                               Trustee:  U.S. Bank National Association

CUSIP: 12489W GM 0                                Closing Date:  June 27, 2003

ISIN: US12489WGM01
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN MERRILL LYNCH MORTGAGE INVESTORS, INC., THE
         SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
         CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class M-1
Certificates) in that certain beneficial ownership interest evidenced by all the
Class M-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                                      C-2-3

<PAGE>

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-1 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and is the registered owner of Class M-1 Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Certificate Registrar may deduct a reasonable wire
transfer fee from any payment made by wire transfer. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.

         The Class M-1 Pass-Through Rate on each Distribution Date will be the
per annum rate specified above, subject to increase as provided in the
Agreement. Interest will accrue on the Class M-1 Certificates during each
Interest Accrual Period at a rate equal to the lesser of (i) the Class M-1
Pass-Through Rate and (ii) the Subordinate Net WAC for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-1 Certificates.

         The Class M-1 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

         This Certificate is subordinated in right of payment to the Class A
Certificates as described in the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate

                                      C-2-4

<PAGE>

and of any Certificate issued upon the transfer hereof or in exchange herefor or
in lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying
Agent nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.

                                      C-2-5

<PAGE>

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                      C-2-6

<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  June 27, 2003

                                        U.S. BANK NATIONAL ASSOCIATION, as
                                        Trustee

                                        By:___________________________________
                                                   Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                        U.S. BANK NATIONAL ASSOCIATION,
                                            as Certificate Registrar

                                        By:___________________________________
                                                   Authorized Signatory
Date of authentication: June 27, 2003

                                      C-2-7

<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>             <C>                                  <C>                       <C>
TEN COM         -  as tenants in common              UNIF GIFT MIN ACT         - Custodian
                                                                                 (Cust) (Minor)
TEN ENT         -  as tenants by the entireties                                  under Uniform
                                                                                 Gifts to Minors Act

JT TEN          -  as joint tenants  with right of                               __________________
                   survivorship and not as tenants                                     (State)
                   in common
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                      C-2-8

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto____________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor

                                        ________________________________________
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________
_______________________________________________________________________________
for the account of ________________________, account number ___________________,
or, if mailed by check, to______________________ Applicable statements should be
mailed to ______________________________________ This information is provided
by_________________________________________________________, the assignee named
above, or______________________________, as its agent.

                                      C-2-9

<PAGE>

                                   EXHIBIT C-3

                         [FORM OF CLASS M-2 CERTIFICATE]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
         REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
         CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR
         REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
         CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
         IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
         OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
         HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
         INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
         CLASS A AND CLASS M-1 CERTIFICATES AS DESCRIBED IN THE
         AGREEMENT REFERRED TO HEREIN.

         EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT
         REFERRED TO HEREIN, THIS CERTIFICATE MAY NOT BE PURCHASED BY
         OR TRANSFERRED TO ANY PERSON THAT HAS NOT DELIVERED A
         REPRESENTATION LETTER STATING EITHER (A) THAT THE TRANSFEREE
         IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
         ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
         INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION
         4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
         "CODE"), OR PROVISIONS OF OTHER FEDERAL, STATE OR LOCAL LAW
         WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
         PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), AND
         IS NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN
         OR (B) THE TRANSFEREE IS AN INSURANCE COMPANY AND THE SOURCE
         OF FUNDS USED TO PURCHASE THIS CERTIFICATE IS AN "INSURANCE
         COMPANY GENERAL ACCOUNT" (AS SUCH TERM IS DEFINED IN SECTION
         V(E) OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ("PTCE
         95-60")) AND THAT THE PURCHASE AND HOLDING OF THE CERTIFICATE
         ARE COVERED UNDER SECTIONS I AND III OF PTCE 95-60. EACH
         PERSON WHO ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN
         SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS REQUIRED BY
         THE REPRESENTATION LETTER REFERRED TO IN THE PRECEDING
         SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH
         REPRESENTATION

                                      C-3-1

<PAGE>

         LETTER REFERRED TO IN THE PRECEDING SENTENCE TO THE
         CERTIFICATE REGISTRAR. THE AGREEMENT PROVIDES THAT ANY
         ATTEMPTED OR PURPORTED TRANSFER IN VIOLATION OF THESE
         TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL VEST NO
         RIGHTS IN ANY PURPORTED TRANSFEREE.

         FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         REPRESENTS BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A
         "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
         DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND
         CERTAIN OTHER PROPERTY.

                 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                           SERIES 2003-CB3, CLASS M-2

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first and second lien mortgage loans formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

<TABLE>
<S>                                                  <C>
Series 2003-CB3, Class M-2                           Original Class Certificate Principal Balance
                                                     of the Class M-2 Certificates as ofthe
                                                     Closing Date: $14,850,000.00

Pass-Through Rate:  4.562%

Date of Pooling and Servicing  Agreement and         Initial Certificate Principal Balance:
Cut-off Date: June 1, 2003                           $14,850,000.00
First Distribution Date: July 25, 2003               Servicer:  Litton Loan Servicing LP

No.                                                  Trustee:  U.S. Bank National Association

CUSIP: 12489W GN 8                                   Closing Date:  June 27, 2003

ISIN: US12489WGN83
</TABLE>

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN MERRILL LYNCH MORTGAGE INVESTORS, INC., THE
         SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
         CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                                      C-3-2

<PAGE>

         This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class M-2
Certificates) in that certain beneficial ownership interest evidenced by all the
Class M-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-2 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and is the registered owner of Class M-2 Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of
$5,000,000, or by check mailed by first class mail to the address of the Person
entitled thereto, as such name and address shall appear on the Certificate
Register, provided that the Certificate Registrar may deduct a reasonable wire
transfer fee from any payment made by wire transfer. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.

         The Class M-2 Pass-Through Rate on each Distribution Date will be the
per annum rate specified above, subject to increase as provided in the
Agreement. Interest will accrue on the Class M-2 Certificates during each
Interest Accrual Period at a rate equal to the lesser of (i) the Class M-2
Pass-Through Rate and (ii) the Subordinate Net WAC for such Distribution Date.

         This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-2 Certificates.

         The Class M-2 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the

                                      C-3-3

<PAGE>

Distribution Account may be made from time to time for purposes other than
distributions to Certificateholders, such purposes including reimbursement of
advances made, or certain expenses incurred, with respect to the Mortgage Loans.

         This Certificate is subordinated in right of payment to the Class A and
Class M-1 Certificates as described in the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying
Agent nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the

                                      C-3-4

<PAGE>

Trustee and required to be paid to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan remaining in the Trust Fund, and (ii)
the purchase by the party designated in the Agreement at a price determined as
provided in the Agreement from the Trust Fund of all Mortgage Loans and all
property acquired in respect of such Mortgage Loans. The Agreement permits, but
does not require, the party designated in the Agreement to purchase from the
Trust Fund all Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Principal Balance of the Mortgage
Loans at the time of purchase being 10% or less of the Cut-off Date Aggregate
Principal Balance.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                      C-3-5

<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  June 27, 2003

                                        U.S. BANK NATIONAL ASSOCIATION, as
                                        Trustee

                                        By:____________________________________
                                                  Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                        U.S. BANK NATIONAL ASSOCIATION,
                                            as Certificate Registrar

                                        By:____________________________________
                                                 Authorized Signatory
Date of authentication: June 27, 2003

                                      C-3-6

<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S>             <C>                                  <C>                      <C>
TEN COM         -  as tenants in common              UNIF GIFT MIN ACT        - Custodian
                                                                                (Cust) (Minor)
TEN ENT         -  as tenants by the entireties                                 under Uniform
                                                                                Gifts to Minors Act

JT TEN          -  as joint tenants  with right of                              ___________________
                   survivorship and not as tenants                                    (State)
                   in common
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                      C-3-7

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_____________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

________________________________________________________________________________

Dated:
                                        ________________________________________
                                        Signature by or on behalf of assignor

                                        ________________________________________
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________
_______________________________________________________________________________
for the account of ________________________, account number ___________________,
or, if mailed by check, to______________________ Applicable statements should be
mailed to ______________________________________ This information is provided
by_________________________________________________________, the assignee named
above, or______________________________, as its agent.

                                      C-3-8

<PAGE>

                                   EXHIBIT C-4

                         [FORM OF CLASS X CERTIFICATES]

         FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         REPRESENTS A DIRECT OR INDIRECT BENEFICIAL INTEREST IN A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE") AND THE OBLIGATION TO MAKE CERTAIN
         PAYMENTS.

         THIS CLASS X CERTIFICATE IS SUBORDINATE TO THE OFFERED
         CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED HEREIN
         AND IN THE AGREEMENT REFERRED TO HEREIN.

         THIS CLASS X CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS
         UNTIL SUCH TIME AS DESCRIBED IN THE AGREEMENT REFERRED TO
         HEREIN.

         THIS CLASS X CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
         ACT"), OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
         TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
         SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
         TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR
         QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF
         SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN
         OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
         PROCEDURES DESCRIBED IN THE AGREEMENT.

                                      C-4-1

<PAGE>

                 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                            SERIES 2003-CB3, CLASS X

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first and second lien mortgage loans formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
<TABLE>
<S>                                                          <C>
Series 2003-CB3, Class X                                     Servicer:  Litton Loan Servicing LP

Date of Pooling and Servicing Agreement and Cut-off Date:    Trustee: U.S. Bank National Association
June 1, 2003
First Distribution Date:  July 25, 2003                      Closing Date:  June 27, 2003

No.

Percentage Interest: 100%
</TABLE>

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN MERRILL LYNCH MORTGAGE INVESTORS, INC., THE
         SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
         CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Merrill Lynch, Pierce, Fenner & Smith Incorporated
is the registered owner of a Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class X Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Merrill Lynch Mortgage Investors, Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), Credit-Based Asset Servicing and Securitization LLC (the
"Seller"), the Servicer and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class X Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate

                                      C-4-2

<PAGE>

Registrar in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date and is the registered owner of Class
X Certificates the aggregate Initial Certificate Principal Balance of which is
in excess of a 66% Percentage Interest of the Class X Certificates, or by check
mailed by first class mail to the address of the Person entitled thereto, as
such name and address shall appear on the Certificate Register, provided that
the Certificate Registrar may deduct a reasonable wire transfer fee from any
payment made by wire transfer. Notwithstanding the above, the final distribution
on this Certificate will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trustee for that purpose as
provided in the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified on the face hereof.

         The Class X Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for

                                      C-4-3

<PAGE>

new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest, as requested by the Holder surrendering the
same.

         No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory to
them that such transfer may be made without such registration or qualification,
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee
or the Certificate Registrar, in their respective capacities as such. None of
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

         No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code ("Plans") or any person who is
directly or indirectly purchasing the Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying
Agent nor any such agent shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement

                                      C-4-4

<PAGE>

at a price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at a price determined as provided in the Agreement.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Principal Balance of
the Mortgage Loans at the time of purchase being 10% or less of the Cut-off Date
Aggregate Principal Balance.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                      C-4-5

<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated:  June 27, 2003

                                        U.S. BANK NATIONAL ASSOCIATION, as
                                        Trustee

                                        By:_____________________________________
                                                      Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                        U.S. BANK NATIONAL ASSOCIATION,
                                             as Certificate Registrar

                                        By:_____________________________________
                                                  Authorized Signatory

Date of authentication: June 27, 2003

                                     C-4-6

<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>             <C>                                  <C>                      <C>
TEN COM         -  as tenants in common              UNIF GIFT MIN ACT        -   Custodian
                                                                                  (Cust) (Minor)
TEN ENT         -  as tenants by the entireties                                   under Uniform
                                                                                  Gifts to Minors
JT TEN          -  as joint tenants  with right of                                Act
                   survivorship and not as tenants                                __________________
                   in common                                                            (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                      C-4-7

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto______________________________________________________________
____________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

________________________________________________________________________________

Dated:
                                        ________________________________________
                                        Signature by or on behalf of assignor

                                        ________________________________________
                                        Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________
_______________________________________________________________________________
for the account of ________________________, account number ___________________,
or, if mailed by check, to______________________ Applicable statements should be
mailed to ______________________________________ This information is provided
by_________________________________________________________, the assignee named
above, or______________________________, as its agent.

                                      C-4-8

<PAGE>

                                   EXHIBIT C-5

                          [FORM OF CLASS N CERTIFICATE]

         FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
         DIRECT OR INDIRECT BENEFICIAL INTEREST IN A "REGULAR INTEREST" IN A
         "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
         RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
         1986, AS AMENDED (THE "CODE") AND THE OBLIGATION TO MAKE CERTAIN
         PAYMENTS.

         THIS CLASS N CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF
         THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT
         REFERRED TO HEREIN.

         THIS CLASS N CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH
         TIME AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

         THIS CLASS N CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
         LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
         CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY
         IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR
         QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
         THE AGREEMENT REFERRED TO HEREIN.

         THIS CLASS N CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN
         EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO TITLE
         I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR SECTION 4975 OF THE CODE OR PROVISIONS OF OTHER FEDERAL,
         STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
         FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR
         A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.

                                     C-5-1
<PAGE>

                 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                            SERIES 2003-CB3, CLASS N

evidencing a beneficial ownership interest in a portion of a Trust Fund
consisting primarily of a pool of conventional fixed-rate and adjustable-rate
one- to four-family first and second lien mortgage loans formed and sold by

                     MERRILL LYNCH MORTGAGE INVESTORS, INC.
<TABLE>
<S>                                                          <C>
Series 2003-CB3, Class N                                     Original Class Certificate Notional Balance of the
                                                             Class N Certificates as of the Closing Date: $1.00
Pass-Through Rate: 0.00%                                     Initial Notional Amount: $1.00

Date of Pooling and Servicing Agreement                      Servicer: Litton Loan Servicing LP
and Cut-off Date: June 1, 2003
First Distribution Date: July 25, 2003                       Trustee: U.S. Bank National Association

No.                                                          Closing Date: June 27, 2003
</TABLE>

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         MERRILL LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR
         ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY
         AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

         This certifies that Merrill Lynch, Pierce, Fenner & Smith Incorporated
is the registered owner of a Percentage Interest (obtained by dividing the
Initial Notional Amount of this Certificate by the Original Class N Notional
Amount) in that certain beneficial ownership interest evidenced by all the Class
N Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch
Mortgage Investors, Inc. (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs or the Closing
Date in the case of the first Distribution Date (the "Record Date"), from funds
in the Distribution Account in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class N Certificates on such Distribution Date pursuant to the
Agreement.

                                     C-5-2
<PAGE>

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and is the registered owner of Class N Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of a
66% Percentage Interest of the Class N Certificates, or by check mailed by first
class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, provided that the Certificate
Registrar may deduct a reasonable wire transfer fee from any payment made by
wire transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.

         The Pass-Through Rate for this Class N Certificates on each
Distribution Date will be the per annum rate specified above.

         This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified on the face hereof.

         The Class N Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee, the Seller and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Seller and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in

                                     C-5-3
<PAGE>

authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. In the event that a transfer is to be made without registration
or qualification (i) the Certificateholder desiring to effect the transfer and
such Certificateholder's prospective transferee shall each execute a
representation letter in the form described by the Agreement certifying to the
Certificate Registrar the facts surrounding the transfer, and (ii) unless such
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor
and the Certificate Registrar may require an Opinion of Counsel satisfactory to
them that such transfer may be made without such registration or qualification,
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee
or the Certificate Registrar, in their respective capacities as such. None of
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any such Certificateholder desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

         No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA and Section 4975 of the Code ("Plans") or any person who is
directly or indirectly purchasing the Certificate or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

         The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying
Agent nor any such agent shall be affected by notice to the contrary.

                                     C-5-4
<PAGE>

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being 10% or
less of the Cut-off Date Aggregate Principal Balance.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

                                     C-5-5
<PAGE>

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: June 27, 2003

                                             U.S. BANK NATIONAL ASSOCIATION, as
                                             Trustee

                                             By: _________________________
                                                      Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                             U.S. BANK NATIONAL ASSOCIATION,
                                                   as Certificate Registrar

                                             By: _________________________
                                                      Authorized Officer

Date of authentication: June 27, 2003

                                     C-5-6
<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S>                <C>                                    <C>                      <C>
TEN COM       -    as tenants in common                   UNIF GIFT MIN ACT   -    Custodian
                                                                                   (Cust) (Minor)
TEN ENT       -    as tenants by the entireties                                    under Uniform
                                                                                   Gifts to Minors Act

JT TEN        -    as joint tenants with right of                                  ___________________
                   survivorship and not as tenants                                      (State)
                   in common
</TABLE>

     Additional abbreviations may also be used though not in the above list.

                                     C-5-7
<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
 transfer(s) unto_______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

________________________________________________________________________________

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to______________________________________________________________
________________________________________________________________________________
for the account of______________, account number________________, or, if mailed
by check, to______________________________________________________________.
Applicable statements should be mailed to_______________________________________
This information is provided by___________________________________________
___________, the assignee named above, or_________________________________
______________, as its agent.

                                     C-5-8
<PAGE>

                                   EXHIBIT D-1

                         GROUP I MORTGAGE LOAN SCHEDULE

                             [INTENTIONALLY OMITTED]

                                     D-1-1

<PAGE>

                                   EXHIBIT D-2

                         GROUP II MORTGAGE LOAN SCHEDULE

                             [INTENTIONALLY OMITTED]

                                     D-2-1

<PAGE>

                                    EXHIBIT E

                    FORM OF REQUEST FOR RELEASE OF DOCUMENTS

To:      U.S. Bank National Association
         180 East Fifth Street
         St. Paul, Minnesota 55101
         Attention: Corporate Trust

         Re:      Pooling and Servicing Agreement dated as of June 1, 2003 among
                  Merrill Lynch Mortgage Investors, Inc., as depositor,
                  Credit-Based Asset Servicing and Securitization LLC, as
                  seller, Litton Loan Servicing LP, as servicer and U.S. Bank
                  Narional Association.

         All capitalized terms used herein shall have the means ascribed to them
in the Pooling and Servicing Agreement (the "Agreement") referenced above.

         In connection with the administration of the Mortgage Loans held by you
as Trustee pursuant to the Agreement, we request the release, and hereby
acknowledge receipt, of the Trustee's Mortgage File for the Mortgage Loan
described below, for the reason indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

Reason for Requesting Documents (check one):

_____ 1.       Mortgage Paid in Full

_____ 2.       Foreclosure

_____ 3.       Substitution

_____ 4.       Other Liquidation (Repurchases, etc.)

_____ 5.       Nonliquidation           Reason:________________________

                                        By:____________________________

                                               (authorized signer)

                                        Issuer:________________________

                                        Address:_______________________

                                        _______________________________

                                        Date:__________________________

                                      E-1

<PAGE>

Custodian

The Bank of New York

         Please acknowledge the execution of the above request by your signature
and date below:

____________________________________                 ______________________
Signature                                            Date

Documents returned to Custodian:

____________________________________                 ______________________
Custodian                                            Date

                                      E-2

<PAGE>

                                   EXHIBIT F-1

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                                   Date

Merrill Lynch Mortgage Investors, Inc.
4 World Financial enter, 10th Floor
New York, New York 10080

Litton Loan Servicing LP
4828 Loop Central Drive
Houston, Texas 77081

         Re:      Pooling and Servicing Agreement (the "Pooling and Servicing
                  Agreement"), dated as of June 1, 2003 among Merrill Lynch
                  Mortgage Investors, Inc., as depositor, Credit-Based Asset
                  Servicing and Securitization LLC, as seller, Litton Loan
                  Servicing LP, as servicer, and U.S. Bank National Association,
                  as trustee with respect to C-BASS Mortgage Loan Asset-Backed
                  Certificates, Series 2003-CB3.

Ladies and Gentlemen:

         In accordance with Section 2.02 of the Pooling and Servicing Agreement,
the undersigned, as Trustee, hereby certifies that it received confirmation from
the Custodian that the Custodian has received the documents listed in Section
2.01 of the Pooling and Servicing Agreement for each Mortgage File pertaining to
each Mortgage Loan listed on Schedule A, to the Pooling and Servicing Agreement,
subject to any exceptions noted on Schedule I hereto.

         Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Certificate is subject in all respects to the terms of
Section 2.02 of the Pooling and Servicing Agreement and the Pooling and
Servicing Agreement sections cross-referenced therein.

                                              U.S. BANK NATIONAL ASSOCIATION,
                                                       as Trustee

                                              By:________________________
                                              Name:
                                              Title:

                                     F-1-1

<PAGE>

                                   EXHIBIT F-2

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                                   [Date]

Merrill Lynch Mortgage Investors, Inc.
4 World Financial enter, 10th Floor
New York, New York 10080

Litton Loan Servicing LP
4828 Loop Central Drive
Houston, Texas 77081

Re:      Pooling and Servicing Agreement (the "Pooling and Servicing
         Agreement"), dated as of June 1, 2003 among Merrill Lynch Mortgage
         Investors, Inc., as depositor, Credit-Based Asset Servicing and
         Securitization LLC, as seller, Litton Loan Servicing LP, as servicer,
         and U.S. Bank National Association, as trustee with respect to C-BASS
         Mortgage Loan Asset-Backed Certificates, Series 2003-CB3

Ladies and Gentlemen:

         In accordance with Section 2.02 of the Pooling and Servicing Agreement,
the undersigned, as Trustee, hereby certifies that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full
or listed on Schedule I hereto) it received confirmation from the Custodian that
the Custodian has received the applicable documents listed in Section 2.01 of
the Pooling and Servicing Agreement.

         The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed on
Schedule I hereto, it has reviewed the documents listed above and has determined
that each such document appears to be complete and, based on an examination of
such documents, the information set forth in the Mortgage Loan Schedule is
correct.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement.

                                             U.S. BANK NATIONAL ASSOCIATION,
                                                     as Trustee

                                             By:______________________
                                             Name:
                                             Title:

                                     F-2-1

<PAGE>

                                   EXHIBIT F-3

                        FORM OF RECEIPT OF MORTGAGE NOTE

                                                                            Date

Merrill Lynch Mortgage Investors, Inc.
4 World Financial enter, 10th Floor
New York, New York 10080

         Re:    C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB3

Ladies and Gentlemen:

         Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated
as of June 1, 2003, among Merrill Lynch Mortgage Investors, Inc., as depositor,
Credit-Based Asset Servicing and Securitization LLC, as seller, Litton Loan
Servicing LP, as servicer, and U.S. Bank National Association, as trustee, we
hereby acknowledge the receipt of the original Mortgage Note (a copy of which is
attached hereto as Exhibit 1) with any exceptions thereto listed on Exhibit 2.

                                                U.S. BANK NATIONAL ASSOCIATION,
                                                       as Trustee

                                                By:_________________________
                                                Name:
                                                Title:

                                     F-3-1

<PAGE>

                                    EXHIBIT G

                        MORTGAGE LOAN PURCHASE AGREEMENT

                                See Exhibit 99.1

                                      G-1

<PAGE>

                                    EXHIBIT H

                           FORM OF LOST NOTE AFFIDAVIT

         Personally appeared before me the undersigned authority to administer
oaths, ______________________ who first being duly sworn deposes and says:
Deponent is ______________________ of ______________________________, successor
by merger to _________________________________________ ("Seller") and who has
personal knowledge of the facts set out in this affidavit.

         On ___________________, _________________________ did execute and
deliver a promissory note in the principal amount of $_________.

         That said note has been misplaced or lost through causes unknown and is
presently lost and unavailable after diligent search has been made. Seller's
records show that an amount of principal and interest on said note is still
presently outstanding, due, and unpaid, and Seller is still owner and holder in
due course of said lost note.

         Seller executes this Affidavit for the purpose of inducing U.S. Bank
National Association, as trustee on behalf of C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2003-CB3, to accept the transfer of the above described
loan from Seller.

         Seller agrees to indemnify and hold harmless U.S. Bank National
Association, Merrill Lynch Mortgage Investors, Inc. and J.P. Morgan Securities,
Inc. for any losses incurred by such parties resulting from the above described
promissory note has been lost or misplaced.

                                                By:________________________
                                                ___________________________

STATE OF      )
              )        SS:
COUNTY OF     )

         On this ____ day of _______ 20__, before me, a Notary Public, in and
for said County and State, appeared ________________________, who acknowledged
the extension of the foregoing and who, having been duly sworn, states that any
representations therein contained are true.

         Witness my hand and Notarial Seal this ____ day of _______ 20__.

                                              ______________________________
                                              ______________________________

My commission expires_____________.

                                      H-1

<PAGE>

                                    EXHIBIT I

                          FORM OF ERISA REPRESENTATION

                                                                            Date

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101

Merrill Lynch Mortgage Investors, Inc.
4 World Financial enter, 10th Floor
New York, New York 10080

         Re:     C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB3

Ladies and Gentlemen:

         1.       [The undersigned is the ______________________ of (the
"Transferee") a [corporation duly organized] and existing under the laws of
__________, on behalf of which he makes this affidavit.] [The undersigned,
___________________, is the transferee (the "Transferee").]

         2.       The Transferee hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") among Merrill Lynch Mortgage
Investors, Inc., as depositor (the "Depositor"), Credit-Based Asset Servicing
and Securitization LLC, as seller, Litton Loan Servicing LP, as servicer, and
U.S. Bank National Association, as trustee (the "Trustee"), no transfer of the
ERISA-Restricted Certificates shall be permitted to be made to any person unless
the Depositor and the Certificate Registrar (as defined in the Agreement) have
received a certificate from such transferee in the form hereof.

         3.       The Transferee either (x) (i) is not an employee benefit plan
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") or provisions of other federal, state or local law
substantially similar to the foregoing provisions of ERISA or the Code,
("Similar Law") the Trustee of any such plan or a person acting on behalf of any
such plan nor a person using the assets of any such plan or (ii) (except in the
case of the Class R, Class R-Q, Class X or Class N Certificates) is an insurance
company which is purchasing such Certificates with funds contained in an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60") and that the
purchase and holding of such Certificates are covered under Sections I and III
of PTCE 95-60 or (y) (except in the case of a Class R and Class R-Q Certificate)
shall deliver to the Certificate Registrar and the Depositor an opinion of
counsel (a "Benefit Plan Opinion") satisfactory to the Certificate Registrar,
and upon which the Certificate Registrar and the Depositor shall be entitled to
rely, to the effect that the purchase or holding of such Certificate by the
Transferee 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, the
Code or Similar Law and will not subject the Trustee or the

                                      I-1
<PAGE>

Depositor to any obligation in addition to those undertaken by such entities in
the Pooling and Servicing Agreement, which opinion of counsel shall not be an
expense of the Trustee or the Depositor.

         Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Agreement.

         IN WITNESS WHEREOF, the Transferee has executed this certificate.

                                             ___________________________
                                             [Transferee]

                                             ___________________________
                                             By:
                                             Name:
                                             Title:

                                      I-2

<PAGE>

                                    EXHIBIT J

                    FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                                                [DATE]

Merrill Lynch Mortgage Investors, Inc.
4 World Financial enter, 10th Floor
New York, New York 10080

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101

         Re:     C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB3

Ladies and Gentlemen:

         In connection with our acquisition of the C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2003-CB3 (the "Certificates"), we certify that
(a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are acquiring the Certificates for investment
for our own account and not with a view to any distribution of such Certificates
(but without prejudice to our right at all times to sell or otherwise dispose of
the Certificates in accordance with clause (g) below), (e) we agree that the
Certificates must be held indefinitely by us and we acknowledge that we are able
to bear the economic risk of investment in the Certificates, (f) we have not
offered or sold any Certificates to, or solicited offers to buy any Certificates
from, any person, or otherwise approached or negotiated with any person with
respect thereto, or taken any other action which would result in a violation of
Section 5 of the Act, (g) we will not sell, transfer or otherwise dispose of any
Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt from
such registration requirements, and if requested, we will at our expense provide
an opinion of counsel satisfactory to the addressees of this Certificate that
such sale, transfer or other disposition may be made pursuant to an exemption
from the Act, (2) the purchaser or transferee of such Certificate has executed
and delivered to you a certificate to substantially the same effect as this
certificate, and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Pooling and Servicing Agreement and (h)
we acknowledge that the Certificates will bear a legend setting forth the
applicable restrictions on transfer.

                                      J-1

<PAGE>

                                           Very truly yours,

                                           [NAME OF TRANSFEREE]

                                           By:___________________________
                                                  Authorized Officer

                                      J-2

<PAGE>

                       FORM OF RULE 144A INVESTMENT LETTER

                                                                          [DATE]

Merrill Lynch Mortgage Investors, Inc.
4 World Financial enter, 10th Floor
New York, New York 10080

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101

         Re:     C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB3

Ladies and Gentlemen:

         In connection with our acquisition of the C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2003-CB3 (the "Certificates"), we certify that
(a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificates, (c) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or otherwise disposed of the Certificates, any
interest in the Certificates or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or any other similar security with, any person
in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action, that would constitute a
distribution of the Certificates under the Securities Act or that would render
the disposition of the Certificates a violation of Section 5 of the Securities
Act or require registration pursuant thereto, nor will act, nor has authorized
or will authorize any person to act, in such manner with respect to the
Certificates, (d) we are a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act and have completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex 2. We
are aware that the sale to us is being made in reliance on Rule 144A. We are
acquiring the Certificates for our own account or for resale pursuant to Rule
144A and further, understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the Securities Act.

                                      J-3

<PAGE>

                                           Very truly yours,

                                           [NAME OF TRANSFEREE]

                                           By:___________________________
                                                 Authorized Officer

                                      J-4

<PAGE>

                                                            ANNEX 1 TO EXHIBIT J

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

         The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

         i.       As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

         ii.      In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis $_____(1) in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A and (ii)
the Buyer satisfies the criteria in the category marked below.

                  ___ Corporation, etc. The Buyer is a corporation (other than a
                  bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or
                  charitable organization described in Section 501(c)(3) of the
                  Internal Revenue Code of 1986, as amended.

                  ___ Bank. The Buyer (a) is a national bank or banking
                  institution organized under the laws of any State, territory
                  or the District of Columbia, the business of which is
                  substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

                  ___ Savings and Loan. The Buyer (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

------------------------
(1)      Buyer must own and/or invest on a discretionary basis at least $______
         in securities unless Buyer is a dealer, and, in that case, Buyer must
         own and/or invest on a discretionary basis at least $______ in
         securities.

                                      J-5

<PAGE>

                  ___ Broker-dealer. The Buyer is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934.

                  ___ Insurance Company. The Buyer is an insurance company whose
                  primary and predominant business activity is the writing of
                  insurance or the reinsuring of risks underwritten by insurance
                  companies and which is subject to supervision by the insurance
                  commissioner or a similar official or agency of a State,
                  territory or the District of Columbia.

                  ___ State or Local Plan. The Buyer is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

                  ___ ERISA Plan. The Buyer is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

                  ___ Investment Advisor. The Buyer is an investment advisor
                  registered under the Investment Advisors Act of 1940.

                  ___ Small Business Investment Company. Buyer is a small
                  business investment company licensed by the U.S. Small
                  Business Administration under Section 301(c) or (d) of the
                  Small Business Investment Act of 1958.

                  ___ Business Development Company. Buyer is a business
                  development company as defined in Section 202(a)(22) of the
                  Investment Advisors Act of 1940.

         iii.     The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

         iv.      For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

                                      J-6

<PAGE>

         v.       The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

         vi.      Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.

                                           _________________________________
                                           Print Name of Buyer

                                           By:______________________________
                                           Name:
                                           Title:

                                           Date:___________________

                                      J-7

<PAGE>

                                                            ANNEX 2 TO EXHIBIT J

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

         The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

         1.       As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

         2.       In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Buyer or the Buyer's Family of Investment Companies, the cost of
such securities was used, except (i) where the Buyer or the Buyer's Family of
Investment Companies reports its securities holdings in its financial statements
on the basis of their market value, and (ii) no current information with respect
to the cost of those securities has been published. If clause (ii) in the
preceding sentence applies, the securities may be valued at market.

                  ___ The Buyer owned $______ in securities (other than the
                  excluded securities referred to below) as of the end of the
                  Buyer's most recent fiscal year (such amount being calculated
                  in accordance with Rule 144A).

                  ___ The Buyer is part of a Family of Investment Companies
                  which owned in the aggregate $______ in securities (other than
                  the excluded securities referred to below) as of the end of
                  the Buyer's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

         3.       The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4.       The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by
the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.

                                      J-8

<PAGE>

         5.       The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.

         6.       Until the date of purchase of the Certificates, the
undersigned will notify the parties listed in the Rule 144A Transferee
Certificate to which this certification relates of any changes in the
information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.

                                           _________________________________
                                           Print Name of Buyer or Adviser

                                           By:______________________________
                                           Name:
                                           Title:

                                           IF AN ADVISER:

                                           _________________________________
                                           Print Name of Buyer

                                           Date:___________________

                                      J-9

<PAGE>

                                    EXHIBIT K

                 FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT

         C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2003-CB3

STATE OF          )
                  ) ss.:
COUNTY OF         )

         The undersigned, being first duly sworn, deposes and says as follows:

         1.       The undersigned is [an officer of] ______________, the
proposed Transferee of an Ownership Interest in a [Class R and/or Class R-X
Certificates] (the "Residual Certificate") issued pursuant to the Pooling and
Servicing Agreement, (the "Agreement"), relating to the above-referenced
Certificates, among Merrill Lynch Mortgage Investors, Inc., as depositor,
Credit-Based Asset Servicing and Securitization LLC, as seller, Litton Loan
Servicing LP, as servicer, and U.S. Bank National Association, as trustee (the
"Trustee"). Capitalized terms used, but not defined herein shall have the
meanings ascribed to such terms in the Agreement. The Transferee has authorized
the undersigned to make this affidavit on behalf of the Transferee.

         2.       The Transferee is, as of the date hereof, and will be, as of
the date of the transfer, a Permitted Transferee. The Transferee is acquiring
the Residual Certificate either (i) for its own account or (ii) as nominee,
trustee or agent for another Person who is a Permitted Transferee and has
attached hereto an affidavit from such Person in substantially the same form as
this affidavit. The Transferee has no knowledge that any such affidavit is
false.

         3.       The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Residual Certificate to Persons that are
not Permitted Transferees; (ii) such tax will be imposed on the transferor, or,
if such transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false.

         4.       The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record Holder of an interest in such entity. The
Transferee understands that, other than in the case of an "electing large
partnership" under Section 775 of the Code, such tax will not be imposed for any
period with respect to which the record Holder furnishes to the pass-through
entity an affidavit that such record Holder is a Permitted Transferee and the
pass-through entity does not have actual knowledge that such affidavit is false.
(For this purpose, a "pass-through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives and, except as may be provided in
Treasury Regulations, persons holding interests in pass-through entities as a
nominee for another Person.)

                                      K-1

<PAGE>

         5.       The Transferee has reviewed the provisions of Section 5.02 of
the Agreement and understands the legal consequences of the acquisition of the
Residual Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 5.02 of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the transfer
to the Transferee contemplated hereby null and void.

         6.       The Transferee agrees to require a transfer affidavit in the
form of this Affidavit from any Person to whom the Transferee attempts to
transfer the Residual Certificate, and in connection with any transfer by a
Person for whom the Transferee is acting as nominee, trustee or agent, and the
Transferee will not transfer the Residual Certificate or cause the Residual
Certificate to be transferred to any Person that the Transferee knows is not a
Permitted Transferee.

         7.       The Transferee historically has paid its debts as they have
become due.

         8.       The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Residual Certificate.

         9.       The taxpayer identification number of the Transferee's nominee
is ___________.

         10.      The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).

         11.      The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of Treasury Regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

         12.      The Transferee 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 Transferee
or any other person.

         13.      If the Transferee is purchasing the Residual Certificate in a
transfer intended to meet the safe harbor provisions of Treasury Regulations
Sections 1.860E-1(c), the Transferee has executed and attached Attachment A
hereto.

         14.      The Transferee is not an employee benefit plan or arrangement,
including an individual retirement account, subject to ERISA, the Code or any
federal, state or local law which is similar to ERISA or the Code, and the
Transferee is not acting on behalf of such a plan or arrangement.

                                      * * *

                                      K-2

<PAGE>

         IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer this _____ day of ________________, ____.

                                           _________________________________
                                           Print Name of Transferee

                                           By:______________________________
                                           Name:
                                           Title:

         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 Transferee, and
acknowledged that he executed the same as his free act and deed and the free act
and deed of the Transferee.

         Subscribed and sworn before me this _____ day of ________________, ____

                                           _________________________________
                                                    NOTARY PUBLIC

                                           My Commission expires the ____ day of
                                           ______________,______

                                      K-3

<PAGE>

                                  ATTACHMENT A

                                       to

      AFFIDAVIT PURSUANT TO SECTION 860E(E)(4) OF THE INTERNAL REVENUE CODE
                OF 1986, AS AMENDED, AND FOR NON-ERISA INVESTORS

Check the appropriate box:

[ ]      The consideration paid to the Transferee to acquire the Residual
         Certificate equals or exceeds the excess of (a) the present value of
         the anticipated tax liabilities over (b) the present value of the
         anticipated savings associated with holding such Residual Certificate,
         in each case calculated in accordance with U.S. Treasury Regulations
         Sections 1.860E-1(c)(7) and (8), computing present values using a
         discount rate equal to the short-term Federal rate prescribed by
         Section 1274(d) of the Code and the compounding period used by the
         Transferee.

                                       OR

[ ]      The transfer of the Residual Certificate complies with U.S. Treasury
         Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:

         (i)      the Transferee is an "eligible corporation," as defined in
                  U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                  which income from Residual Certificate will only be taxed in
                  the United States;

         (ii)     at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of the
                  transfer, the Transferee had gross assets for financial
                  reporting purposes (excluding any obligation of a person
                  related to the Transferee within the meaning of U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
                  million and net assets in excess of $10 million;

         (iii)    the Transferee will transfer the Residual Certificate only to
                  another "eligible corporation," as defined in U.S. Treasury
                  Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
                  and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
                  Regulations;

         (iv)     the Transferee has determined the consideration paid to it to
                  acquire the Residual Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                  to the Transferee) that it has determined in good faith; and

         (v)      in the event of any transfer of the Residual Certificate by
                  the Transferee, the Transferee will require its transferee to
                  complete a representation in the form of this Attachment A as
                  a condition of such transferee's purchase of the Residual
                  Certificate.

                                      K-4

<PAGE>

                                    EXHIBIT L

                         FORM OF TRANSFEROR CERTIFICATE

                                                              [DATE]

Merrill Lynch Mortgage Investors, Inc.
4 World Financial enter, 10th Floor
New York, New York 10080

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota 55101

         Re:     C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB3

Ladies and Gentlemen:

         In connection with our disposition of the C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2003-CB3 (the "Certificates"), we certify that
(a) we understand that the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act"), and are being disposed by us in
a transaction that is exempt from the registration requirements of the Act, (b)
we have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act, (c) to
the extent we are disposing of a Class [ ] Certificate, we have no knowledge the
Transferee is not a Permitted Transferee and (d) no purpose of the proposed
disposition of a Class [ ] Certificate is to impede the assessment or collection
of tax.

                                           Very truly yours,

                                           [_______________________]

                                           By: ______________________________

                                      L-1

<PAGE>

                                    EXHIBIT M

                                   [RESERVED]

                                      M-1

<PAGE>

                                    EXHIBIT N

                        BLANKET LETTER OF REPRESENTATIONS

                             [INTENTIONALLY OMITTED]

                                      N-1

<PAGE>

                                    EXHIBIT O

                                   [RESERVED]

                                      O-1

<PAGE>

                                    EXHIBIT P

                    MONTHLY INFORMATION DELIVERED BY SERVICER

1.       With respect to the Mortgage Pool and each Loan Group, the number and
         Principal Balances of all Mortgage Loans which were the subject of
         Principal Prepayments during the related Prepayment Period.

2.       With respect to the Mortgage Pool and each Loan Group, the amount of
         all partial Principal Prepayments received by the Servicer during the
         related Prepayment Period.

3.       With respect to the Mortgage Pool and each Loan Group, the aggregate
         amount of principal portion of all Monthly Payments received during the
         related Collection Period.

4.       With respect to the Mortgage Pool and each Loan Group, the amount of
         interest received on the Mortgage Loans during the related Collection
         Period.

5.       With respect to the Mortgage Pool and each Loan Group, the aggregate
         amount of the Advances made and recovered with respect to such
         Distribution Date.

6.       With respect to the Mortgage Pool and each Loan Group, the delinquency
         and foreclosure information and the amount of Mortgage Loan Losses as
         of the close of business of the last day of the preceding Collection
         Period.

7.       With respect to the Mortgage Pool and each Loan Group, the weighted
         average maturity, the weighted average Mortgage Interest Rate and the
         weighted average Net Mortgage Interest Rate as of the last day of the
         preceding Collection Period preceding of the related Interest Accrual
         Period.

8.       The Servicing Fees paid and Servicing Fees accrued during the related
         Collection Period.

9.       The amount of all payments or reimbursements to the Servicer paid or to
         be paid since the prior Distribution Date (or in the case of the first
         Distribution Date, since the Closing Date).

10.      The Pool Balance and aggregate Principal Balance for each Loan Group.

11.      With respect to the Mortgage Pool and each Loan Group, the number of
         Mortgage Loans outstanding at the beginning and at the end of the
         related Collection Period.

12.      The aggregate interest accrued on the Mortgage Loans at their
         respective Mortgage Interest Rates for the related Collection Period

13.      The amount deposited in the Collection Account which may not be
         withdrawn therefrom pursuant to an order of a United States Bankruptcy
         Court of competent jurisdiction imposing a stay pursuant to Section 362
         of U.S. Bankruptcy Code.

14.      The aggregate Realized Losses since the Cut-off Date as of the end of
         the related Collection Period.

                                      P-1

<PAGE>

                                    EXHIBIT Q

                OFFICER'S CERTIFICATE WITH RESPECT TO PREPAYMENTS

                              Officer's Certificate
         C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB3

<Date>

Via Facsimile

U.S. Bank National Association, as Trustee
180 East Fifth Street
St. Paul, Minnesota 55101

         Re:      Pre-Payments

Dear Sir or Madam:

         __________________ hereby certifies that he/she is an officer of the
Servicer, holding the office set forth beneath his/her name and hereby further
certifies as follows with respect to the Mortgage Loans set forth in the
attached schedule:

1.       A Principal Prepayment in full was received during the related
         Collection Period;

2.       Any prepayment penalty due under the terms of the Mortgage Note with
         respect to such Principal Prepayment in full was received from the
         mortgagor and deposited in the Collection Account; ____ Yes____ No

3.       As to each Mortgage Loan so noted on the attached schedule, all or part
         of the prepayment penalty required in connection with the Principal
         Prepayment in full was waived based upon (Circle one): (i) the
         Servicer's determination that such waiver would maximize recovery of
         Liquidation Proceeds for such Mortgage Loan, taking into account the
         value of such prepayment penalty, or (ii)(A) the enforceability thereof
         be limited (1) by bankruptcy insolvency, moratorium, receivership, or
         other similar law relating to creditors' rights generally or (2) due to
         acceleration in connection with a foreclosure or other involuntary
         payment, or (B) the enforceability is otherwise limited or prohibited
         by applicable law;

4.       We certify that all amounts due in connection with the waiver of a
         prepayment penalty inconsistent with number 3 above which are required
         to be deposited by the Servicer pursuant to Section 3.01 of the Pooling
         and Servicing Agreement, have been or will be so deposited.

         Capitalized terms used herein shall have the meanings ascribed to such
terms in the Pooling and Servicing Agreement, dated June 1, 2003, among Merrill
Lynch Mortgage Investors,

                                      Q-1

<PAGE>

Inc., as depositor, Credit-Based Asset Servicing and Securitization LLC, as
seller, Litton Loan Servicing LP, as servicer, and U.S. Bank National
Association.

                          By: LITTON LOAN SERVICING LP

                          ____________________________
                          Name:
                          Title:

                                      Q-2

<PAGE>

                                    EXHIBIT R

               FORM OF NOTICE OF PREPAYMENT PENALTY INCONSISTENCY

______________, 20__

Credit-Based Asset Servicing and Securitization LLC
335 Madison Avenue, 19th Floor
New York, New York 10017

         Re:     Pooling and Servicing Agreement (the "Agreement") dated as of
                 June 1, 2003, among Merrill Lynch Mortgage Investors, Inc.,
                 Credit-Based Asset Servicing and Securitization LLC, Litton
                 Loan Servicing LP and U.S. Bank National Association -
                 C-BASS Mortgage Loan Asset Backed Certificates, Series 2003-CB3

Ladies and Gentlemen:

         Pursuant to Section 3.01 of the Agreement, we have determined the
following inconsistency between the amount of the Prepayment Premium remitted by
the Servicer and the amount of the Prepayment Premium set forth in the Mortgage
Loan Schedule with respect to Mortgage Loan No. _____________:

                                   U.S. BANK NATIONAL ASSOCIATION,
                                          as Trustee

                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________

                                      R-1

<PAGE>

                                    EXHIBIT S

                              FORM OF CERTIFICATION

                   CERTIFICATION TO BE PROVIDED WITH FORM 10-K

                                 2003-CB3 TRUST,
         C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2003-CB3

I, [identify the certifying individual], certify that:

1.       I have reviewed this annual report on Form 10-K, and all reports on
         Form 8-K containing a copy of the monthly statement to
         certificateholders set forth in Section 4.06 of the Pooling and
         Servicing Agreement, dated as of June 1, 2003 (the "Agreement"), among
         Merrill Lynch Mortgage Investors, Inc., as depositor (the "Depositor"),
         Credit-Based Asset Servicing and Securitization LLC, as seller (the
         "Seller"), Litton Loan Servicing LP, as servicer (the "Servicer"), and
         U.S. Bank National Association, as trustee (the "Trustee"), filed in
         respect of periods included in the year covered by this annual report,
         of the 2003-CB3 Trust (the "Trust");

2.       Based on my knowledge, the information in these reports, taken as a
         whole, does not contain any untrue statement of a material fact or omit
         to state a material fact necessary to make the statements made, in
         light of the circumstances under which such statements were made, not
         misleading as of the last day of the period covered by this annual
         report;

3.       Based on my knowledge, the distribution or servicing information
         required to be provided to the Trustee by the Servicer under the
         Agreement for inclusion in these reports is included in these reports;

4.       I am responsible for reviewing the activities performed by the Servicer
         under the Agreement and based upon my knowledge and the annual
         compliance review required under the Agreement, and except as disclosed
         in the reports, the Servicer has fulfilled its obligations under the
         Agreement; and

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

6.       In giving the certifications above, I have reasonably relied on
         information provided to me by the following unaffiliated parties: U.S.
         Bank National Association.

                                                     By:________________________
                                                     Name:
                                                     Title:

                                      S-1

<PAGE>

                                    EXHIBIT T

       FORM OF CERTIFICATION TO BE PROVIDED BY THE TRUSTEE TO THE SERVICER

                                 2003-CB3 TRUST,
         C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2003-CB3

         Reference is made to the Pooling and Servicing Agreement, dated as of
June 1, 2003 (the "Pooling Agreement"), by and among U.S. Bank National
Association (the "Trustee"), Credit-Based Asset Servicing and Securitization
LLC, as seller, Litton Loan Servicing LP, as servicer (the "Servicer") and
Merrill Lynch Mortgage Investors, Inc., as depositor (the "Depositor"). I,
[identify the certifying individual], certify to the Servicer, 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 annual report on Form 10-K for the calendar year
         [____], and all reports on Form 8-K containing distribution reports
         filed in respect of periods included in the year covered by that annual
         report of the Depositor relating to the above-referenced trust;

2.       Subject to paragraph (4) hereof, based on my knowledge, the
         distribution information in the distribution reports contained in all
         Form 8-K prepared by the Trustee, 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 that annual report;

3.       Based on my knowledge, the distribution information required to be
         provided by the Trustee under the Pooling Agreement is included in
         these reports; and

4.       In compiling the distribution information and making the foregoing
         certifications, the Trustee has relied upon information furnished to it
         by the Servicer under the Pooling Agreement. The Trustee shall have no
         responsibility or liability for any inaccuracy in such reports
         resulting from information so provided by the Servicer.

                                           U.S. BANK NATIONAL ASSOCIATION,
                                                   as Trustee

                                          By:___________________________________
                                          Name:
                                          Title:

                                      T-1

<PAGE>

                                    EXHIBIT U

                SCHEDULE OF MORTGAGE LOANS WITHOUT TITLE POLICIES

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Loan Key     Loan Number
<S>          <C>
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</TABLE>