MERRILL LYNCH MORTGAGE INVESTORS, INC.
                                   Depositor,

                          CENDANT MORTGAGE CORPORATION
                                    Servicer,

                                       and

                             WELLS FARGO BANK, N.A.
                                     Trustee

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

                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 1, 2004

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


            MERRILL LYNCH MORTGAGE INVESTORS TRUST SERIES MLCC 2004-1
                       MORTGAGE PASS-THROUGH CERTIFICATES






<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE


ARTICLE I. DEFINITIONS.........................................................3

    Section 1.01.    Definitions...............................................3

    Section 1.02.    Calculations Respecting Mortgage Loans...................30

ARTICLE II. DECLARATION OF TRUST;  ISSUANCE OF CERTIFICATES...................30

     Section 2.01.   Creation and Declaration of Trust Fund; Conveyance
                     of Mortgage Loans........................................30

     Section 2.02.   Acceptance of Trust Fund by Trustee; Review of
                     Documentation for Trust Fund.............................32

     Section 2.03.   Representations and Warranties of the Depositor
                     and the Servicer.........................................34

     Section 2.04.   Discovery of Breach; Repurchase or Substitution
                     of Mortgage Loans........................................39

     Section 2.05.   Grant Clause.............................................41

ARTICLE III. THE CERTIFICATES.................................................42

    Section 3.01.    The Certificates.........................................42

    Section 3.02.    Registration.............................................43

    Section 3.03.    Transfer and Exchange of Certificates....................43

    Section 3.04.    Cancellation of Certificates.............................47

    Section 3.05.    Replacement of Certificates..............................47

    Section 3.06.    Persons Deemed Owners....................................48

    Section 3.07.    Temporary Certificates...................................48

    Section 3.08.    Appointment of Paying Agent..............................48

    Section 3.09.    Book-Entry Certificates..................................49

ARTICLE IV. ADMINISTRATION OF THE TRUST FUND..................................50

    Section 4.01.    Custodial Accounts; Distribution Account.................50

    Section 4.02.    Reports to Trustee and Certificateholders................51

ARTICLE V. DISTRIBUTIONS TO HOLDERS OF CERTIFICATES...........................54

    Section 5.01.    Distributions Generally..................................54

    Section 5.02.    Distributions from the Distribution Account..............54

    Section 5.03.    Allocation of Losses.....................................56

    Section 5.04.    Advances.................................................57

    Section 5.05.    Distributions On The REMIC 1 Regular Interests...........57

ARTICLE VI. CONCERNING THE TRUSTEE; EVENTS OF DEFAULT.........................58

    Section 6.01.    Duties of Trustee........................................58



                                      -i-

<PAGE>


                                TABLE OF CONTENTS
                                   (continued)
                                                                            PAGE

    Section 6.02.    Certain Matters Affecting the Trustee....................60

    Section 6.03.    Trustee Not Liable for Certificates......................62

    Section 6.04.    Trustee May Own Certificates.............................62

    Section 6.05.    Eligibility Requirements for Trustee.....................62

    Section 6.06.    Resignation and Removal of Trustee.......................62

    Section 6.07.    Successor Trustee........................................63

    Section 6.08.    Merger or Consolidation of Trustee.......................64

    Section 6.09.    Appointment of Co-Trustee, Separate Trustee
                     or Custodian.............................................64

    Section 6.10.    Authenticating Agents....................................65

    Section 6.11.    Indemnification of Trustee...............................66

    Section 6.12.    Fees and Expenses of the Trustee.........................67

    Section 6.13.    Collection of Monies.....................................67

    Section 6.14.    Events of Default; Trustee To Act; Appointment of
                     Successor................................................67

    Section 6.15.    Additional Remedies of Trustee Upon Event of Default.....69

    Section 6.16.    Waiver of Defaults.......................................70

    Section 6.17.    Notification to Holders..................................70

    Section 6.18.    Directions by Certificateholders and Duties of
                     Trustee During Event of Default..........................70

    Section 6.19.    Preparation of Tax Returns and Other Reports.............70

    Section 6.20.    Annual Certificate by Trustee............................71

ARTICLE VII. PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND.....72

    Section 7.01.    Purchase of Mortgage Loans; Termination of Trust Fund
                     Upon Purchase or Liquidation of All Mortgage Loans.......72

    Section 7.02.    Procedure Upon Termination of Trust Fund.................72

    Section 7.03.    Additional Trust Fund Termination Requirements...........73

ARTICLE VIII. RIGHTS OF CERTIFICATEHOLDERS....................................74

    Section 8.01.    Limitation on Rights of Holders..........................74

    Section 8.02.    Access to List of Holders................................75

    Section 8.03.    Acts of Holders of Certificates..........................75

ARTICLE IX. ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS................76

    Section 9.01.    Servicer to Act as Servicer..............................76

    Section 9.02.    Title, Management and Disposition of REO Property........77



                                      -ii-

<PAGE>



                                TABLE OF CONTENTS
                                   (continued)
                                                                            PAGE

    Section 9.03.    Trustee and Depositor's Right to Examine
                     Servicer Records.........................................79

    Section 9.04.    Legal Proceedings Involving the Servicer and/or the
                     Mortgage Loans...........................................79

    Section 9.05.    Material Changes.........................................79

    Section 9.06.    Servicer Shall Provide Information as Reasonably
                     Required.................................................80

    Section 9.07.    Servicer Not to Resign...................................80

    Section 9.08.    Custodial Accounts and Escrow Accounts...................81

    Section 9.09.    Assumption Processing....................................81

    Section 9.10.    Books and Records........................................81

    Section 9.11.    Annual Statement as to Compliance........................81

    Section 9.12.    Annual Independent Certified Public Accountants'
                     Servicing Reports........................................81

    Section 9.13.    Officer's Certificate....................................82

    Section 9.14.    Servicing Compensation...................................82

    Section 9.15.    Indemnification..........................................83

    Section 9.16.    Non Solicitation.........................................83

    Section 9.17.    Successor to the Servicer................................83

    Section 9.18.    Statements to the Trustee................................84

    Section 9.19.    Merger or Consolidation of the Servicer..................84

    Section 9.20.    Limitation on Liability of the Servicer..................84

ARTICLE X. REMIC ADMINISTRATION...............................................85

    Section 10.01.   REMIC Administration.....................................85

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

    Section 10.03.   Indemnification with Respect to Prohibited
                     Transactions or Loss of REMIC Status.....................87

    Section 10.04.   REO Property.............................................87

ARTICLE XI. MISCELLANEOUS PROVISIONS..........................................88

    Section 11.01.   Binding Nature of Agreement; Assignment..................88

    Section 11.02.   Entire Agreement.........................................88

    Section 11.03.   Amendment................................................88

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

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

    Section 11.06.   Governing Law............................................90



                                     -iii-


<PAGE>



                                TABLE OF CONTENTS
                                   (continued)
                                                                            PAGE

    Section 11.07.   Notices..................................................90

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

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

    Section 11.10.   Headings Not To Affect Interpretation....................91

    Section 11.11.   Benefits of Agreement....................................91

    Section 11.12.   Special Notices to the Rating Agencies...................91

    Section 11.13.   [RESERVED]...............................................92

    Section 11.14.   Counterparts.............................................92

    Section 11.15    No Petitions ............................................92








                                      -iv-


<PAGE>






         This POOLING AND SERVICING AGREEMENT, dated as of November 1, 2004 (the
"Agreement"), by and among MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware
corporation, as depositor (the "Depositor"), CENDANT MORTGAGE CORPORATION, a New
Jersey corporation, as servicer (the "Servicer") and WELLS FARGO BANK, N.A., as
Trustee (the "Trustee"), and acknowledged by MERRILL LYNCH MORTGAGE LENDING,
INC. a Delaware corporation, as seller (the "Seller"), for purposes of Section
2.04.

                              PRELIMINARY STATEMENT

         The Depositor intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the Trustee will
make, in accordance with Section 9.12, an election to treat the entire
segregated pool of assets described in the definition of REMIC 1 (as defined
herein), and subject to this Agreement, as a real estate mortgage investment
conduit (a "REMIC") for federal income tax purposes and such segregated pool of
assets will be designated as "REMIC 1." The REMIC 1 Regular Interests will be
the "regular interests" in REMIC 1 and the Class R-1 Certificates will be the
sole class of "residual interests" in REMIC 1 for purposes of the REMIC
Provisions (as defined herein) under the federal income tax law. A segregated
pool of assets consisting of the REMIC 1 Regular Interests will be designated as
"REMIC 2" and the REMIC Administrator will make a separate REMIC election with
respect thereto. The Class 1-A, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates will
be "regular interests" in REMIC 2, and the Class R-2 Certificates will be the
sole class of "residual interests" therein for purposes of the REMIC Provisions
(as defined herein) under federal income tax law.

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

 REMIC I
 Regular                                   Initial
 Interest              REMIC I          Uncertificated         Latest Possible
Designation      Pass-Through Rate     Principal Balance       Maturity Date(1)
--------------------------------------------------------------------------------
   1-A               Variable (2)       $        229.32        November 25, 2034
   1-B               Variable (2)       $      7,643.52        November 25, 2034
   2-A               Variable (2)       $      1,606.83        November 25, 2034
   2-B               Variable (2)       $     53,559.03        November 25, 2034
   ZZZ               Variable (2)       $                      November 25, 2034
                                         611,962,493.97
-----------------

(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the latest
         possible maturity date for the Mortgage Loans has been designated as
         the "latest possible maturity date" for each REMIC 1 Regular Interest.

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



                                       1

<PAGE>


THE CERTIFICATES

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

                    Certificate       Initial Class                Minimum
    Class             Interest          Principal              Denominations or
 Designation           Rate              Amount              Percentage Interest
-------------       -----------       --------------         -------------------
Class 1-A              (1)              $74,142,000              $ 50,000.00
Class 2-A-1            (2)             $262,022,000              $ 50,000.00
Class 2-A-2            (2)             $250,000,000              $ 50,000.00
Class 2-A-3            (2)               $7,500,000              $ 50,000.00
Class R-1              N/A                  N/A                      100%
Class R-2              N/A                  N/A                      100%
Class M-1              (3)               $6,733,000              $ 50,000.00
Class M-2              (3)               $4,590,000              $ 50,000.00
Class M-3              (3)               $2,754,000           $    50,000.00
Class B-1              (3)                 $918,000             $ 250,000.00
Class B-2              (3)               $1,224,000             $ 250,000.00
Class B-3              (3)            $2,142,532.68             $ 250,000.00

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

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

(3)      The Certificate Interest Rates with respect to any Distribution Date
         (and the related Accrual Period) for the Class M-1, Class M-2, Class
         M-3, Class B-1, Class B-2 and Class B-3 Certificates will be equal to
         the Subordinate Net WAC.




         As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $612,025,532.68.

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




                                       2
<PAGE>



                                   ARTICLE I.

                                   DEFINITIONS

         Section 1.01. DEFINITIONS.

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

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

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

         ACCRUAL PERIOD: With respect to each Distribution Date, for each Class
of Certificates, the calendar month preceding the month in which such
Distribution Date occurs. Interest shall accrue on all Classes of Certificates
on the basis of a 360-day year consisting of twelve 30-day months.

         ACT:  The Securities Act of 1933, as amended.

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

         ADDITIONAL COLLATERAL MORTGAGE LOAN: Each Mortgage Loan identified as
such in the Mortgage Loan Schedule.

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

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

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

         AGGREGATE SENIOR PERCENTAGE: As to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the aggregate of
the Class Principal Amounts of the Class 1-A, Class 2-A-1, Class 2-A-2 and Class
2-A-3 Certificates and the denominator of which is the Aggregate Stated
Principal Balance, but in no event greater than 100%.

         AGGREGATE STATED PRINCIPAL BALANCE: As to any Distribution Date, the
aggregate of the Stated Principal Balances for all Mortgage Loans (and when such
term is used with respect to a particular Mortgage Pool, the aggregate of the
Stated Principal Balances of the Mortgage Loans



                                       3
<PAGE>



in such Mortgage Pool) which were outstanding on the Due Date in the month
preceding the month of such Distribution Date.

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

         AGGREGATE VOTING INTERESTS: The aggregate of the Voting Interests of
all the Certificates under this Agreement.

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

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

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

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

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

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

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




                                       4
<PAGE>



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

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

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

         (A) all related fees, charges and amounts payable or reimbursable to
the Trustee under this Agreement, to the extent that, if paid by the Trust Fund,
such fees, charges or other amounts would constitute "unanticipated expenses"
(within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)) of any
of the REMICs provided for herein and up to an aggregate maximum amount equal to
$300,000 annually; provided, such annual aggregate maximum amount shall exclude
(i) any Servicing Transfer Costs, or amounts reimbursable to the Servicer under
this Agreement and (ii) any costs, damages or expenses incurred by the Trustee
in connection with any "high cost" home loans or any predatory or abusive
lending laws, which amounts shall in no case be subject to any such limitation;

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

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

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

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

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




                                       5
<PAGE>


         BBA:  The British Banker's Association.

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

         BOOK-ENTRY TERMINATION: The occurrence of any of the following events:
(i) the Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Book Entry Certificates, and the Depositor
is unable to locate a qualified successor; or (ii) the Depositor at its option
advises the Trustee and the Certificate Registrar in writing that it elects to
terminate the book-entry system through the Clearing Agency.

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

         CENDANT: Cendant Mortgage Corporation or its successors in interest.

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

         CERTIFICATE GROUP: Each of the Group 1 Certificates and the Group 2
Certificates.

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

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

         CERTIFICATE PRINCIPAL AMOUNT: With respect to any Certificate, at the
time of determination, the maximum specified dollar amount of principal to which
the Holder thereof is then entitled hereunder, such amount being equal to the
initial principal amount set forth on the face of such Certificate, less (i) the
amount of all principal distributions previously made with respect to such
Certificate; (ii) all Realized Losses allocated to such Certificate; and (iii)
in the case of a Subordinate Certificate, any Subordinate Certificate Writedown
Amount allocated to such Certificates. Notwithstanding the foregoing, on any
Distribution Date relating to a Due Period in which a Subsequent Recovery has
been received by the Servicer, the Certificate Principal Amount of any Class of
Certificates then outstanding for which any Realized Loss or any Subordinate
Certificate Writedown Amount has been applied will be increased, in order of
seniority, by an amount equal to the lesser of (i) the amount such Class of
Certificates has been written down in respect of Realized Losses or Subordinate
Certificate Writedown Amounts, to the extent not previously offset by increases
in Certificate Principal Amount pursuant to this sentence



                                       6
<PAGE>



and (ii) the total of any Subsequent Recovery distributed on such date to the
Certificateholders (reduced (x) by the amount of the increase in the Certificate
Principal Amount of any more senior Class of Certificates pursuant to this
sentence on such Distribution Date and (y) to reflect a proportionate amount of
the increase in the Certificate Principal Amount of any pari passu Class of
Certificates on such Distribution Date pursuant to this sentence). For purposes
of Article V hereof, unless specifically provided to the contrary, Certificate
Principal Amounts shall be determined as of the close of business of the
immediately preceding Distribution Date, after giving effect to all
distributions made on such date.

         CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: The register maintained
and the registrar appointed pursuant to Section 3.02.

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

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

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

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

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

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

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

         CLASS SUBORDINATION PERCENTAGE: With respect to each Class of
Subordinate Certificates, for each Distribution Date, the percentage obtained by
dividing the Class Principal Amount of such Class immediately prior to such
Distribution Date by the sum of the Class Principal Amounts of all Classes of
Certificates immediately prior to such Distribution Date.

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

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

         CLOSING DATE:  November 30, 2004.

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





                                       7
<PAGE>


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

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

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

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

         COOPERATIVE SHARES: Shares issued by a Cooperative Corporation.

         CORPORATE TRUST OFFICE: With respect to the presentment of Certificates
for registration of transfer, exchange or final payment, Wells Fargo Bank, N.A.,
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
Corporate Trust Services - MLMI Series MLCC 2004-1 and for all other purposes,
Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services - MLMI Series MLCC 2004-1, or such other
address as the Trustee may designate from time to time by notice to the
Certificateholders.

         CREDIT SUPPORT DEPLETION DATE: The first Distribution Date, if any, on
which the aggregate Certificate Principal Amounts of the Subordinate
Certificates have been reduced to zero.

         CURRENT INTEREST: With respect to each Class of Certificates on each
Distribution Date, the aggregate amount of interest accrued at the applicable
Certificate Interest Rate during the related Accrual Period on the Class
Principal Amount of such Class.

         CUSTODIAL ACCOUNT: The separate trust account or accounts created and
maintained by the Servicer pursuant to the Fannie Mae Servicing Guide which
shall be entitled "Wells Fargo Bank, N.A., in trust for the registered holders
for Merrill Lynch Mortgage Investors Trust Series MLCC 2004-1 Mortgage
Pass-Through Certificates." The Custodial Account shall be an Eligible Account.

         CUSTODIAL AGREEMENT: The Custodial Agreement, dated as of November 30,
2004, between Merrill Lynch Mortgage Lending, Inc. and Wells Fargo Bank, N.A.,
as custodian, a copy of which (excluding all exhibits thereto) is attached
hereto as Exhibit O.

         CUSTODIAN: Wells Fargo Bank, N.A., any successor in interest or any
successor custodian appointed pursuant to the Custodial Agreement.

         CUT-OFF DATE:  November 1, 2004.

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




                                       8
<PAGE>



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

         DEFECTIVE MORTGAGE LOAN: The meaning specified in Section 2.04(a).

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

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

         DELETED MORTGAGE LOAN:  As defined in Section 2.04(a).

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

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

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

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

         DISTRIBUTION ACCOUNT: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 4.01 in the name of the Trustee
for the benefit of the Certificateholders and designated "Wells Fargo Bank,
N.A., in trust for registered holders of Merrill Lynch Mortgage Investors Trust
Series MLCC 2004-1, Mortgage Pass-Through Certificates." Funds in the
Distribution Account (exclusive of any earnings on investments made with funds
deposited in the Distribution Account) shall be held in trust for the Trustee
and the Certificateholders for the uses and purposes set forth in this
Agreement.

         DISTRIBUTION ACCOUNT DEPOSIT DATE: The 18th day of each calendar month
after the initial issuance of the Certificates or, if such 18th day is not a
Business Day, the immediately preceding Business Day, commencing in December
2004.

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

         DUE DATE: With respect to any Mortgage Loan, the date on which a
Scheduled Payment is due under the related Mortgage Note as indicated in the
Mortgage Note, which is the first day of the calendar month.





                                       9
<PAGE>



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

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

         EFFECTIVE LOAN-TO-VALUE RATIO: A fraction, expressed as a percentage,
the numerator of which is the original Stated Principal Balance of the Mortgage
Loan, less the amount of Additional Collateral required to secure such Mortgage
Loan at the time of origination, if any, and the denominator of which is the
Appraised Value of the related Mortgage Property at such date, or in the case of
a Mortgage Loan financing the acquisition of the Mortgaged Property, the sales
price of the Mortgaged Property if such sales price is less than such Appraised
Value.

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

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

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

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

         ESCROW ACCOUNT: The separate trust account or accounts created and
maintained by the Servicer pursuant to the Fannie Mae Servicing Guide which
shall be entitled "Wells Fargo Bank, N.A., in trust for the registered holders
for Merrill Lynch Mortgage Investors Trust Series MLCC 2004-1 Mortgage
Pass-Through Certificates." The Escrow Account shall be an Eligible Account.

         EVENT OF DEFAULT: As defined in Section 6.14.





                                       10
<PAGE>



         FANNIE MAE: The entity formerly known as the Federal National Mortgage
Association, a federally chartered and privately owned corporation organized and
existing under the Federal National Mortgage Association Charter Act, or any
successor thereto.

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

         FHA: The Federal Housing Administration or any successor thereto.

         FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.

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

         FITCH RATINGS: Fitch, Inc., or any successor in interest.

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

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

         GROUP 1:  All of the Group 1 Certificates.

         GROUP 1 CERTIFICATE:  Any Class 1-A Certificate.

         GROUP 2:  All of the Group 2 Certificates.

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

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

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

         INDEMNIFIED PARTIES:  As defined in Section 9.15.

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



                                       11
<PAGE>



employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions.

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

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

         INITIAL OPTIONAL PURCHASE DATE: The first Distribution Date following
the date on which the Aggregate Stated Principal Balance is less than 10.00% of
the Cut-off Date Balance.

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

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

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

         INTEREST DISTRIBUTION AMOUNT: For each Class of Certificates, on any
Distribution Date, the Current Interest for such Class, as reduced by such
Class's share of Net Interest Shortfalls and Relief Act Reductions.

         INTEREST SHORTFALL: As to any Class of Certificates and any
Distribution Date, (i) the amount by which the Interest Distribution Amount for
such Class on such Distribution Date and all prior Distribution Dates exceeds
(ii) amounts distributed in respect thereof to such Class on prior Distribution
Dates (as determined without reduction for amounts not paid to such Class as a
result of the provisos set forth in Sections 5.02(a)(i) and 5.02(b) hereof).

         INTEREST TRANSFER AMOUNT: For any Distribution Date and for any
Undercollateralized Group, an amount equal to one month's interest on the
applicable Principal Transfer Amount at the related Mortgage Pool's Net WAC,
plus any shortfall of interest on the Senior Certificates related to such
Undercollateralized Group remaining unpaid from prior Distribution Dates.

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

         IRS: As defined in Section 4.02.

         LATEST POSSIBLE MATURITY DATE: The Distribution Date in December 2034.

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

         LIQUIDATED MORTGAGE LOAN: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated in the
calendar month preceding the month of such Distribution Date and as to which the
Servicer has certified (in accordance with



                                       12
<PAGE>



this Agreement) that it has received all amounts it expects to receive in
connection with the liquidation of such Mortgage Loan including the final
disposition of an REO Property.

         LIQUIDATION PROCEEDS: Amounts, including Insurance Proceeds, received
in connection with the partial or complete liquidation of defaulted Mortgage
Loans, whether through trustee's sale, foreclosure sale or otherwise or amounts
received in connection with any condemnation or partial release of a Mortgaged
Property and any other proceeds received in connection with an REO Property.

         LOAN-TO-VALUE RATIO: With respect to any Mortgage Loan and as to any
date of determination, the fraction (expressed as a percentage) the numerator of
which is the principal balance of the related Mortgage Loan at such date of
determination and the denominator of which is (a) in the case of a purchase, the
lesser of the selling price of the Mortgaged Property and its Appraised Value
determined in an appraisal obtained by the originator at origination of such
Mortgage Loan, or (b) in the case of a refinance, the Appraised Value of the
Mortgaged Property at the time of such refinance.

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

         MATERIAL DEFECT:  As defined in Section 2.02(b).

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

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

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

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

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

         MONTHLY ADVANCE: With respect to a Mortgage Loan, the payments required
to be made by the Trustee solely in its capacity as successor servicer or by the
Servicer with respect to any Distribution Date pursuant to this Agreement, the
amount of any such payment being equal to the aggregate of the payments of
principal and interest (net of the applicable Servicing Fee and net of any net
income in the case of any REO Property) on the Mortgage Loans that were due on
the related Due Date and not received as of the close of business on the related
Determination Date,



                                       13
<PAGE>



less the aggregate amount of any such delinquent payment that either the Trustee
or the Servicer has determined would constitute Nonrecoverable Advances if
advanced.

         MONTHLY STATEMENT: The statement delivered to the Certificateholders
pursuant to Section 4.02.

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

         MORTGAGE DOCUMENTS: With respect to each Mortgage Loan, the mortgage
documents required to be delivered to the Trustee pursuant to this Agreement.

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

         MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement,
dated as of November 1, 2004, between the Seller and the Depositor with respect
to the sale and purchase of the Mortgage Loans.

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

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

         MORTGAGE POOLS:  Any of Pool 1 and Pool 2.

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

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

         MORTGAGOR: The obligor on a Mortgage Note.

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





                                       14
<PAGE>



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

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

         NET PREPAYMENT INTEREST SHORTFALL: With respect to any Mortgage Loan
and any Distribution Date, the amount by which any Prepayment Interest Shortfall
for the related Due Period exceeds the amount payable by the Servicer in respect
of such shortfall.

         NET WAC: As to any Distribution Date, the weighted average of the Net
Mortgage Rates of the Mortgage Loans as of the first day of the calendar month
immediately preceding the calendar month of such Distribution Date, weighted on
the basis of their outstanding Stated Principal Balances at such time. When the
term "Net WAC" is used herein with reference to only the Six-Month LIBOR Loans
and One-Year U.S. Treasury Loans, such weighted average shall be computed with
reference solely to the Mortgage Loans in the relevant group.

         NON-BOOK-ENTRY CERTIFICATE: Any Certificate other than a Book-Entry
Certificate.

         NON-PERMITTED FOREIGN HOLDER: As defined in Section 3.03(f).

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

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

         OFFERED CERTIFICATE: Any Senior Certificate or Offered Subordinate
Certificate.

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

         OFFERING DOCUMENT:  The Prospectus.

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

         OFFICER'S CERTIFICATE OF THE SERVICER: A certificate (i) signed by the
Chairman of the Board, the Vice Chairman of the Board, the President, a Managing
Director, a Vice President (however denominated), an Assistant Vice President,
the Treasurer, the Secretary, or one of the



                                       15
<PAGE>



Assistant Treasurers or Assistant Secretaries of the Servicer, or (ii) if
provided for herein, signed by a Servicing Officer, as the case may be, and
delivered to the Trustee or the Depositor, as the case may be.

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

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

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

         ORIGINAL APPLICABLE CREDIT SUPPORT PERCENTAGE: With respect to each
Class of Subordinate Certificates, the corresponding percentage set forth
opposite its Class designation: Class M-1 - 3.00%; Class M-2 - 1.90%; Class M-3
- 1.15%; Class B-1 - 0.70%; Class B-2 - 0.55%; and Class B-3 - 0.35%.

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

         ORIGINATOR:  Merrill Lynch Credit Corporation.

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

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

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





                                       16
<PAGE>



         PERMITTED INVESTMENTS: At any time, any one or more of the following
obligations and securities:

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

                           (ii) general obligations of or obligations guaranteed
                  by any state of the United States or the District of Columbia
                  receiving the highest long-term debt rating of each Rating
                  Agency, or such lower rating as shall not result in the
                  downgrading or withdrawal of the ratings then assigned to the
                  Certificates by the Rating Agencies, as evidenced by a signed
                  writing delivered by each Rating Agency;

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

                           (iv) certificates of deposit, demand or time
                  deposits, or bankers' acceptances issued by any depository
                  institution or trust company incorporated under the laws of
                  the United States or of any state thereof and subject to
                  supervision and examination by federal and/or state banking
                  authorities, provided that the commercial paper and/or
                  long-term unsecured debt obligations of such depository
                  institution or trust company (or in the case of the principal
                  depository institution in a holding company system, the
                  commercial paper or long-term unsecured debt obligations of
                  such holding company, but only if Moody's is not the
                  applicable Rating Agency) are then rated one of the two
                  highest long-term and the highest short-term ratings of each
                  Rating Agency for such securities, or such lower ratings as
                  shall not result in the downgrading or withdrawal of the
                  ratings then assigned to the Certificates by the Rating
                  Agencies, as evidenced by a signed writing delivered by each
                  Rating Agency;

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

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

                           (vii) securities (other than stripped bonds, stripped
                  coupons or instruments sold at a purchase price in excess of
                  115% of the face amount thereof) bearing interest or sold at a
                  discount issued by any corporation incorporated under the laws
                  of the United States or any state thereof which, at the time
                  of such investment, have one of the two highest ratings of
                  each Rating Agency (except if the Rating Agency is Moody's,
                  such rating shall be the highest commercial paper rating of
                  Moody's for any such series), or such lower rating as shall
                  not result in the downgrading or withdrawal of the ratings
                  then assigned to



                                       17
<PAGE>



                  the Certificates by the Rating Agencies, as evidenced by a
                  signed writing delivered by each Rating Agency;

                           (viii) interests in any money market fund which at
                  the date of acquisition of the interests in such fund and
                  throughout the time such interests are held in such fund has
                  the highest applicable rating by each Rating Agency rating
                  such fund or such lower rating as shall not result in a change
                  in the rating then assigned to the Certificates by each Rating
                  Agency including funds for which the Trustee or any of its
                  Affiliates is investment manager or adviser;

                           (ix) short-term investment funds sponsored by any
                  trust company or national banking association incorporated
                  under the laws of the United States or any state thereof which
                  on the date of acquisition has been rated by each applicable
                  Rating Agency in their respective highest applicable rating
                  category or such lower rating as shall not result in a change
                  in the rating then specified stated maturity and bearing
                  interest or sold at a discount acceptable to each Rating
                  Agency as shall not result in the downgrading or withdrawal of
                  the ratings then assigned to the Certificates by the Rating
                  Agencies; and

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

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

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

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

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

         POOL 1 MORTGAGE LOANS: Any Mortgage Loan in Pool 1.

         POOL 1 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 1 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal Balances at
such time.

         POOL 1 SUBORDINATE AMOUNT: For any Distribution Date, the excess of (a)
the Aggregate Stated Principal Balance of the Pool 1 Mortgage Loans as of the
first day of the month preceding the month in which such Distribution Date
occurs over (b) the Class Principal Amount of the Class 1-A Certificates
immediately before such Distribution Date.





                                       18
<PAGE>



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

         POOL 2 MORTGAGE LOANS: Any Mortgage Loan in Pool 2.

         POOL 2 NET WAC: With respect to any Distribution Date, the weighted
average of the Net Mortgage Rates of the Pool 2 Mortgage Loans as of the first
day of the calendar month immediately preceding the calendar month of such
Distribution Date, weighted on the basis of their Stated Principal Balances at
such time.

         POOL 2 SUBORDINATE AMOUNT: For any Distribution Date, the excess of (a)
the Aggregate Stated Principal Balance of the Pool 2 Mortgage Loans as of the
first day of the month preceding the month in which such Distribution Date
occurs over (b) the Class Principal Amounts of the Class 2-A-1, Class 2-A-2 and
Class 2-A-3 Certificates immediately before such Distribution Date.

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

         POOL SUBORDINATE AMOUNT: Any of the Pool 1 Subordinate Amount or the
Pool 2 Subordinate Amount.

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

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

         PRIMARY MORTGAGE INSURANCE POLICY: Each policy of primary mortgage
guaranty insurance or any replacement policy therefor with respect to any
Mortgage Loan.

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

         PRINCIPAL PREPAYMENT IN FULL: Any Principal Prepayment of the entire
principal balance of the Mortgage Loans.

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

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



                                       19
<PAGE>



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

         PRO RATA SENIOR PERCENTAGE: With respect to each Distribution Date and
each Mortgage Pool, the percentage equivalent of a fraction the numerator of
which is the aggregate Class Principal Amount of the senior class or classes of
the related Certificate Group immediately prior to such Distribution Date and
the denominator of which is the Aggregate Stated Principal Balance of the
Mortgage Loans in the related Mortgage Pool for such Distribution Date.

         PROSPECTUS: The supplement to the prospectus supplement, dated November
29, 2004, and the prospectus supplement, dated November 24, 2004, together with
the accompanying prospectus dated June 18, 2004, relating to the initial sale of
the Class 1-A, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class M-1, Class M-2 and
Class M-3 Certificates.

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

         PURCHASE PRICE: With respect to any Mortgage Loan required or permitted
to be purchased by the Depositor pursuant to this Agreement, by the Servicer
pursuant to this Agreement, or by the Seller pursuant to the Mortgage Loan
Purchase Agreement, an amount equal to the sum of (i) 100% of the unpaid
principal balance of the Mortgage Loan on the date of such purchase, (ii)
accrued interest thereon at the applicable Net Mortgage Rate from the date
through which interest was last paid by the Mortgagor to the Due Date in the
month in which the Purchase Price is to be distributed to Certificateholders and
(iii) any unreimbursed costs, penalties and/or damages incurred by the Trust
Fund in connection with any violation relating to such Mortgage Loan of any
predatory or abusive lending law.

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

         RATING AGENCY: Each of Moody's and Fitch Ratings.

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




                                       20
<PAGE>


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

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

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

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

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

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

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

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

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




                                       21
<PAGE>


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

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

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

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

         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.

         REMIC COMPONENTS: Each of the X-A1 Component, X-A2A Component, X-A2B
Component, X-A2C Component, X-A2D Component, Component XB1, Component XB2 and
Component XB3.

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

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

         REMIC 1: As described in the Preliminary Statement.

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

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

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

         REMIC 2:  As described in the Preliminary Statement.





                                       22
<PAGE>


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

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

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

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

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

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

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

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

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




                                       23
<PAGE>


         RESTRICTED CERTIFICATE: Any Class B-1, Class B-2 or Class B-3
Certificate.

         RESTRICTED GLOBAL SECURITY: As defined in Section 3.01(c).

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

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

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

         SCHEDULED PAYMENT: The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to principal and/or interest on such Mortgage Loan
which, unless otherwise specified in this Agreement, shall give effect to any
related Debt Service Reduction and any Deficient Valuation that affects the
amount of the monthly payment due on such Mortgage Loan.

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

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

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

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

         SENIOR PREPAYMENT PERCENTAGE: With respect to any Distribution Date,
during the ten years beginning on the first Distribution Date, 100%. Except as
provided herein, the related Senior Prepayment Percentage for each Mortgage Pool
and any Distribution Date occurring on or after the fifth anniversary of the
first Distribution Date shall be as follows: (i) from December 2009 through
November 2010, the Senior Percentage plus 70% of the Subordinate Percentage for
that Distribution Date; (ii) from December 2010 through November 2011, the
Senior Percentage plus 60% of the Subordinate Percentage for that Distribution
Date; (iii) from December 2011 through November 2012, the Senior Percentage plus
40% of the Subordinate Percentage for that Distribution Date; (iv) from December
2012 through November 2013, the related Senior Percentage plus 20% of the
Subordinate Percentage for that Distribution Date; and (v) from and after
December 2013, the Senior Percentage for that Distribution Date; provided,
however, that there shall be no reduction in the Senior Prepayment Percentage
for a Mortgage Pool unless both Step Down Conditions are satisfied; and
provided, further, that if on any such Distribution Date the Pro Rata Senior
Percentage exceeds the initial Pro Rata Senior Percentage, the Senior Prepayment
Percentage for a Mortgage Pool for that Distribution Date shall again equal
100%.

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



                                       24
<PAGE>



Prepayment Percentage for a Mortgage Pool for such Distribution Date shall be
limited to the percentage necessary to reduce the related Class Principal
Amounts to zero.

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

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

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

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

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

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

         SERVICER:  Cendant and its successors and assigns.

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





                                       25
<PAGE>



         SERVICING FEE RATE: With respect to each Mortgage Loan and any
Distribution Date, 0.25% per annum.

         SERVICING OFFICER: Any officer of the Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature appear on a list of servicing officers furnished to
the Trustee by the Servicer on the Closing Date and attached hereto as Exhibit
M, as such list may from time to time be amended.

         SERVICING TRANSFER COSTS:  As defined in Section 6.14(b).

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

         STARTUP DAY: The day designated as such pursuant to Section 10.01(b)
hereof.

         STATED PRINCIPAL BALANCE: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date as specified
in the amortization schedule at the time relating thereto (before any adjustment
to such amortization schedule by reason of any moratorium or similar waiver or
grace period) after giving effect to any previous Principal Prepayments and
Liquidation Proceeds allocable to principal and to the payment of principal due
on such Due Date and irrespective of any delinquency in payment by the related
Mortgagor.

         STEP-DOWN TEST: As of the first Distribution Date as to which any
decrease in any Senior Prepayment Percentage applies, (i) the outstanding Stated
Principal Balance of all Mortgage Loans Delinquent 60 days or more (including
Mortgage Loans in bankruptcy, foreclosure and REO Property), averaged over the
preceding six month period, as a percentage of the aggregate Class Principal
Amounts on such Distribution Date (without giving effect to any payments on such
Distribution Date) of the Subordinate Certificates, does not equal or exceed 50%
and (ii) cumulative Realized Losses with respect to the Mortgage Loans do not
exceed (a) with respect to each Distribution Date occurring in the period from
December 2009 to November 2010, 30% of the Original Subordinate Class Principal
Amount, (b) with respect to each Distribution Date occurring in the period from
December 2010 through November 2011, 35% of the Original Subordinate Class
Principal Amount, (c) with respect to each Distribution Date occurring in the
period from December 2011 through November 2012, 40% of the Original Subordinate
Class Principal Amount, (d) with respect to each Distribution Date occurring in
the period from December 2012 through November 2013, 45% of the Original
Subordinate Class Principal Amount and (e) with respect to each Distribution
Date occurring in December 2013 and thereafter, 50% of the Original Subordinate
Class Principal Amount.

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

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

         SUBORDINATE CLASS PERCENTAGE: As to any Distribution Date and any Class
of Subordinate Certificates, the percentage obtained by dividing the Class
Principal Amount of such class



                                       26
<PAGE>



immediately prior to such Distribution Date by the aggregate Class Principal
Amount of all classes of Subordinate Certificates immediately prior to such
date.

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

         SUBORDINATE PERCENTAGE: With respect to each Mortgage Pool and any
Distribution Date, the difference between 100% and the related Senior Percentage
for such Mortgage Pool on such Distribution Date; provided, however, that on any
Distribution Date after a Senior Termination Date has occurred with respect to a
Mortgage Pool, the Subordinate Percentage will represent the entire interest of
the Subordinate Certificates in the Mortgage Loans and will be equal to the
difference between 100% and the Senior Percentage related to the Mortgage Loans
in the aggregate for such Distribution Date.

         SUBORDINATE PREPAYMENT PERCENTAGE: With respect to any Distribution
Date and for any Mortgage Pool, the difference between 100% and the related
Senior Prepayment Percentage for such Mortgage Pool for that Distribution Date;
provided; however, that on any Distribution Date after a Senior Termination Date
has occurred with respect to a Mortgage Pool, the Subordinate Prepayment
Percentage will represent the entire interest of the Subordinate Certificates in
the Mortgage Loans and will be equal to the difference between 100% and the
Senior Prepayment Percentage related to the Mortgage Loans in the aggregate for
such Distribution Date.

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

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

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



                                       27
<PAGE>


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

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

         minus the sum of:

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

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

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

         SUBSTITUTION AMOUNT: As defined in the second paragraph of Section
2.04(b).

         TAX MATTERS PERSON: The "tax matters person" as specified in the REMIC
Provisions hereof which shall initially be the Holder of each Class of Residual
Certificates for the related REMIC.

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

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




                                       28
<PAGE>


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

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

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

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

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

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

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

         UNDERWRITING AGREEMENT: The underwriting agreement, dated October 28,
2003 and the related terms agreement, dated November 24, 2004, each between the
Depositor and the Underwriter, referred to collectively.

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

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

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

         UNCERTIFICATED REMIC ACCRUED INTEREST: With respect to each
Distribution Date, as to any REMIC 1 Regular Interest, interest accrued during
the related Accrual Period at the related REMIC 1 Pass Through Rate on the
Uncertificated Principal Balance thereof immediately prior



                                       29
<PAGE>



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

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

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

         Section 1.02. CALCULATIONS RESPECTING MORTGAGE LOANS.

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

                                  ARTICLE II.

                              DECLARATION OF TRUST;
                            ISSUANCE OF CERTIFICATES

         Section 2.01. CREATION AND DECLARATION OF TRUST FUND; CONVEYANCE OF
MORTGAGE LOANS.

                           (a) Concurrently with the execution and delivery of
this Agreement, the Depositor does hereby establish the Trust Fund and transfer,
assign, set over, deposit with and otherwise convey to the Trustee, without
recourse, subject to Sections 2.02 and 2.04, in trust, all the right, title and
interest of the Depositor in and to the Trust Fund. Such conveyance includes,



                                       30
<PAGE>



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

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

         The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC 1 Regular Interests and the other assets of REMIC 2 for the
benefit of the holders of the REMIC 2 Certificates. The Trustee acknowledges
receipt of the REMIC 1 Regular Interests (which are uncertificated) and the
other assets of REMIC 2 and declares that it holds and will hold the same in
trust for the exclusive use and benefit of the holders of the REMIC 2
Certificates.The foregoing sale, transfer, assignment, set-over, deposit and
conveyance does not and is not intended to result in the creation or assumption
by the Trustee of any obligation of the Depositor, the Seller or any other
Person in connection with the Mortgage Loans or any other agreement or
instrument relating thereto except as specifically set forth therein.

         It is agreed and understood by the parties hereto that it is not
intended that any Mortgage Loan be included in the Trust Fund that is a
"High-Cost Home Loan" as defined in the New Jersey Home Ownership Act, effective
November 27, 2003, the New Mexico Home Loan Protection Act, effective January 1,
2004, and the Massachusetts Predatory Home Loan Practices Act, effective
November 7, 2004.





                                       31
<PAGE>



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

                           (b) The Depositor shall cause the Mortgage Notes with
respect to each Mortgage Loan to be completed either (A) in blank, without
recourse, or (B) endorsed to "Wells Fargo Bank, N.A., as Trustee of the Merrill
Lynch Mortgage Investors Trust Series MLCC 2004-1, Mortgage Pass-Through
Certificates, without recourse" and the Depositor shall cause Assignments of
Mortgage with respect to each Mortgage Loan other than a Cooperative Mortgage
Loan to be completed either (A) in blank or (B) to "Wells Fargo Bank, N.A., as
Trustee of the Merrill Lynch Mortgage Investors Trust Series MLCC 2004-1,
Mortgage Pass-Through Certificates," within 30 days of the Closing Date for
purpose of their recording; provided, however, that such Assignments of Mortgage
need not be recorded unless required in writing by the Rating Agencies;
provided, further, that with respect to each MERS Mortgage Loan where MERS is
not the Mortgagee of record, the original Assignment of Mortgage showing MERS as
the assignee of the Mortgage, with the evidence of recording thereon or copies
thereof certified by an officer of the Depositor to have been submitted for
recordation, shall be delivered to the Trustee.

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

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

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

         Section 2.02. ACCEPTANCE OF TRUST FUND BY TRUSTEE; REVIEW OF
DOCUMENTATION FOR TRUST FUND.

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





                                       32
<PAGE>



         In making such verifications, the Trustee may rely conclusively on the
Mortgage Loan Schedule and the documents constituting the Trustee Mortgage File,
and the Trustee shall have no obligation to independently verify the validity,
enforceability, recordability, sufficiency, due authorization or genuineness of
any document in any Trustee Mortgage File or any Mortgage Loan hereunder, nor
the collectibility, insurability, effectiveness or suitability of any Mortgage
Loan hereunder. The Trustee shall prepare an initial certification to be
delivered to the Depositor, the Seller and the Servicer on the Closing Date in
the form annexed hereto as Exhibit K (the "Initial Certification") with respect
to the Mortgage Loans (other than any Mortgage Loan paid in full or any Mortgage
Loan specifically identified on the Schedule of Exceptions attached to the
Initial Certification (the "Schedule of Exceptions") as not covered by such
Initial Certification) listed on the Mortgage Loan Schedule. If the Trustee
determines from such verification that any discrepancy or deficiency exists with
respect to a Trustee Mortgage File, the Trustee shall note such omission,
discrepancy or deficiency on the Schedule of Exceptions attached to the Initial
Certification, and shall deliver a copy (which shall be electronic, if
requested) of the Schedule of Exceptions to the Depositor on the Closing Date.
During the life of the Mortgage Loans (while subject to this Agreement), in the
event the Trustee discovers any defect with respect to any Trustee Mortgage
File, the Trustee shall give written specification of such defect to the
Depositor. Except as specifically provided above, the Trustee shall be under no
duty to review, inspect or examine such documents to determine that any of them
are enforceable or appropriate for their prescribed purpose.

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

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





                                       33
<PAGE>



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

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

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

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

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

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

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

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

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



                                       34
<PAGE>



                  business, assets, operations or condition, financial or
                  otherwise, or adversely affect its ability to perform its
                  obligations under this Agreement;

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

                           (vii) This Agreement creates a valid and continuing
                  security interest (as defined in the applicable Uniform
                  Commercial Code (the "UCC"), in the Mortgage Loans in favor of
                  the Trustee, which security interest is prior to all other
                  liens, and is enforceable as such against creditors of and
                  purchasers from the Depositor;

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

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

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

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

                           (xii) As of the Closing Date, each Mortgage Loan is a
                  "qualified mortgage" within the meaning of Section 860G(a)(3)
                  of the Code (without regard



                                       35
<PAGE>



                  to Treasury Regulations Section 1.860G-2(f) or any similar
                  rule that provides that a defective obligation is a qualified
                  mortgage for a temporary period);

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

                           (xiv) As of the Closing Date, no Mortgage is the
                  subject of pending or final foreclosure proceedings; and

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

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

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

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

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

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

                           (iv) Neither the execution and delivery of this
                  Agreement, nor the consummation of the transactions
                  contemplated hereby, nor compliance with their respective
                  terms and conditions shall (a) violate, conflict with, result
                  in the breach of, constitute a default under, be prohibited by
                  or require any additional



                                       36
<PAGE>



                  approval under any terms, conditions or provisions of the
                  Servicer's articles of incorporation or by-laws or any other
                  similar corporate or organizational document of the Servicer;
                  any mortgage, indenture, deed of trust, loan or credit
                  agreement or other agreement or instrument to which the
                  Servicer is now a party or by which it is bound; or any law,
                  ordinance, rule, regulation, order, judgment or decree of any
                  governmental authority applicable to the Servicer; or (b)
                  result in the creation or imposition of any lien, charge or
                  encumbrance of any material nature upon any of the properties
                  or assets of the Servicer;

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

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

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

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

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

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



                                       37
<PAGE>



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

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

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

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

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

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





                                       38
<PAGE>



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

                           (a) Pursuant to Section 7 of the Mortgage Loan
Purchase Agreement, the Seller has made certain representations and warranties
as to the characteristics of the Mortgage Loans (such representations and
warranties are set out in full in Schedule B of this Agreement) as of the
Closing Date and the conveyance thereof from the Seller to the Depositor, for
the benefit of the Trustee and the Certificateholders, and the Seller has agreed
to comply with the provisions of this Section 2.04 in respect of a breach of any
of such representations and warranties.

         It is understood and agreed that (i) the representations and warranties
of the Depositor and the Servicer set forth in Section 2.03 and (ii) the
representations and warranties of the Seller set forth in Section 7 of the
Mortgage Loan Purchase Agreement shall survive delivery of the Trustee Mortgage
Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and
shall continue throughout the term of this Agreement. Upon discovery (i) by the
Depositor, the Seller, the Servicer or the Trustee of a breach of any
representation or warranty made by the Depositor under Section 2.03 which
materially adversely affects the value of a Mortgage Loan or the interest
therein of the Certificateholder (a "Defective Mortgage Loan"), or (ii) by the
Depositor or the Seller of the breach by the Seller of any representation or
warranty under the Mortgage Loan Purchase Agreement in respect of any Mortgage
Loan, which breach results in the Mortgage Loan being a "Defective Mortgage
Loan" (each of such parties hereby agreeing to give written notice of such
breach to the Trustee and the other of such parties), the Trustee, or its
designee, shall promptly notify the Depositor in writing of such breach and
request that the Depositor cure or cause the cure of such breach within 90 days
from the date that the Depositor discovered or was notified of such breach, and
if the Depositor does not cure such breach in all material respects during such
period, the Trustee shall (i) in the case of an uncured breach under Section
2.03, cause the Depositor to repurchase such Defective Mortgage Loan at the
Purchase Price and (ii) in the case of an uncured breach by the Seller under the
Mortgage Loan Purchase Agreement, cause the Depositor to enforce the Seller's
obligation under the Mortgage Loan Purchase Agreement to repurchase that
Defective Mortgage Loan from the Trust Fund at the Purchase Price, in each case
on or prior to the Determination Date following the expiration of such 90-day
period (subject to Section 2.04(b) below); provided, however, that, in
connection with any such breach under clause (ii) above that could not
reasonably have been cured within such 90-day period, if the Seller shall have
commenced to cure such breach within such 90-day period and, if the defective
Mortgage Loan qualifies as a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code following such 90-day period, the Seller shall be
permitted to proceed thereafter diligently and expeditiously to cure the same
within an additional 90-day period. The Purchase Price for the repurchased
Defective Mortgage Loan shall be deposited in the related Distribution Account,
and the Trustee, or its designee, upon receipt of such deposit and two copies of
a Request for Release with respect to such Defective Mortgage Loan, shall
release to the Seller or the Depositor, as applicable, the related Trustee
Mortgage File and shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, representation or warranties, as
either party shall furnish to it and as shall be necessary to vest in such party
any Defective Mortgage Loan released pursuant hereto and the Trustee, or its
designee, shall have no further responsibility with regard to such Trustee
Mortgage File (it being understood that the Trustee shall have no responsibility
for determining the sufficiency of such assignment for its intended purpose). In
lieu of repurchasing any such Defective Mortgage Loan as provided above, the
Seller may cause such Defective Mortgage Loan to be removed from the Trust Fund
(in which case it shall become a Deleted Mortgage Loan) and substitute one or
more Replacement Mortgage Loans in the manner and subject to the limitations set
forth in Section 2.04(b) below. It is understood and agreed that the obligation
of the Seller (or the Depositor, if applicable) to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a breach has occurred and is
continuing shall constitute the sole remedy against the Seller (or the
Depositor, if



                                       39
<PAGE>



applicable) respecting such breach available to the Trustee on behalf of the
Certificateholders. With respect to the representations and warranties described
in Schedule B which are made to the best of the Seller's knowledge, if it is
discovered by any of the Depositor, the Seller or the Trustee that the substance
of such representation and warranty is inaccurate and such inaccuracy materially
and adversely affects the value of the related Mortgage Loan, then
notwithstanding the Seller's lack of knowledge with respect to the substance of
such representation and warranty, such inaccuracy shall be deemed a breach of
the applicable representation or warranty.

                           (b) Any substitution of Replacement Mortgage Loans
for Deleted Mortgage Loans made pursuant to Section 2.04(a) above must be
effected prior to the last Business Day that is within two years after the
Closing Date. As to any Deleted Mortgage Loan for which the Seller substitutes a
Replacement Mortgage Loan or Loans, such substitution shall be effected by
delivering to the Trustee for such Replacement Mortgage Loan or Loans, the
Mortgage Note, the Mortgage, the Assignment to the Trustee, and such other
documents and agreements, with all necessary endorsements thereon, together with
an Officers' Certificate stating that each such Replacement Mortgage Loan
satisfies the definition thereof and specifying the Substitution Amount (as
described below), if any, in connection with such substitution. The Trustee
shall acknowledge receipt for such Replacement Mortgage Loan and, within 45 days
thereafter, shall review such Mortgage Documents as specified in this Agreement
under Section 2.02(a) and deliver to the Depositor, with respect to such
Replacement Mortgage Loans, a certification substantially in the form of a
revised Initial Certification, with any exceptions noted thereon. Within one
year of the date of substitution, the Trustee shall deliver to the Depositor a
certification substantially in the form of a revised Final Certification, with
respect to such Replacement Mortgage Loans, with any exceptions noted thereon.
Monthly Payments due with respect to Replacement Mortgage Loans in the month of
substitution shall not be included as part of the Trust Fund and shall be
retained by the Seller. For the month of substitution, distributions to
Certificateholders shall reflect the collections and recoveries in respect of
such Deleted Mortgage in the Due Period preceding the month of substitution and
the Seller shall thereafter be entitled to retain all amounts subsequently
received in respect of such Deleted Mortgage Loan. Upon such substitution, such
Replacement Mortgage Loan shall constitute part of the Trust Fund and shall be
subject in all respects to the terms of this Agreement and the Mortgage Loan
Purchase Agreement, including all representations and warranties thereof
included in the Mortgage Loan Purchase Agreement, in each case as of the date of
substitution.

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




                                       40
<PAGE>


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

                           (c) Upon discovery by the Seller, the Depositor, the
Servicer or the Trustee that any Mortgage Loan does not constitute a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code, the party
discovering such fact shall within two Business Days give written notice thereof
to the other parties. In connection therewith, the Seller or Depositor, as
applicable, shall repurchase, or the Seller, subject to the limitations set
forth in Section 2.04(b), shall substitute one or more Replacement Mortgage
Loans for the affected Mortgage Loan within 90 days of the earlier of discovery
or receipt of such notice with respect to such affected Mortgage Loan. Any such
repurchase or substitution shall be made in the same manner as set forth in
Sections 2.04(a) and 2.04(b) above. The Trustee shall re-convey to the Seller
the Mortgage Loan to be released pursuant hereto in the same manner, and on the
same terms and conditions, as it would a Mortgage Loan repurchased for breach of
a representation or warranty.

         The Seller indemnifies and holds the Trust Fund, the Trustee, the
Depositor, the Servicer and each Certificateholder harmless against any and all
taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other costs, fees and expenses that the Trust
Fund, the Trustee, the Depositor, the Servicer and any Certificateholder may
sustain in connection with any actions of such party relating to a repurchase of
a Mortgage Loan other than in compliance with the terms of this Section 2.04 and
the Mortgage Loan Purchase Agreement, to the extent that any such action causes
(i) any federal or state tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code, or (ii) any REMIC formed hereby to fail to
qualify as a REMIC at any time that any Certificate is outstanding.

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

         Section 2.05. GRANT CLAUSE.

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



                                       41
<PAGE>



satisfaction of the claims of any Person holding any Certificate, the security
interest created hereby shall continue in full force and effect and the Trustee
shall be deemed to be the collateral agent for the benefit of such Person, and
all proceeds shall be distributed as herein provided.

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

                                  ARTICLE III.

                                THE CERTIFICATES

         Section 3.01. THE CERTIFICATES.

                           (a) The Certificates shall be issuable in registered
form only and shall be securities governed by Article 8 of the New York Uniform
Commercial Code. The Book-Entry Certificates will be evidenced by one or more
certificates, beneficial ownership of which will be held in the dollar
denominations in Certificate Principal Amount, or in the Percentage Interests,
specified herein. Each Class of Book-Entry Certificates will be issued in the
minimum denominations in Certificate Principal Amount specified in the
Preliminary Statement hereto and in integral multiples of $1 in excess thereof.
Each Class of Non-Book-Entry Certificates other than the Residual Certificates
shall be issued in definitive, fully registered form in the minimum
denominations in Certificate Principal Amount specified in the Preliminary
Statement hereto and in integral multiples of $1 in excess thereof. The Residual
Certificates will be issued in registered, certificated form in minimum
denominations of a 25% Percentage Interest. Provided however, that one
Certificate of each such Class of Certificates may be in a




                                       42
<PAGE>



different denomination so that the sum of the denominations of all outstanding
Certificates of such Class shall equal the Class Certificate Balance of such
Class on the Closing Date.

                           (b) The Certificates shall be executed by manual or
facsimile signature on behalf of the Trustee by an authorized officer. Each
Certificate shall, on original issue, be authenticated by the Trustee or an
Authenticating Agent upon the order of the Depositor upon receipt by the Trustee
of the Trustee Mortgage Files described in Section 2.01. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
unless there appears on such Certificate a certificate of authentication
substantially in the form provided for herein, executed by an authorized officer
of the Trustee or of an Authenticating Agent, by manual signature, and such
certification upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication. At
any time and from time to time after the execution and delivery of this
Agreement, the Depositor may deliver Certificates executed by the Trustee to the
Trustee or the Authenticating Agent for authentication and the Trustee or the
Authenticating Agent shall authenticate and deliver such Certificates as in this
Agreement provided and not otherwise.

                           (c) The Class B-1, Class B-2 and Class B-3
Certificates offered and sold in reliance on the exemption from registration
under Rule 144A under the Act shall be issued initially in the form of one or
more permanent global Certificates in definitive, fully registered form without
interest coupons with the applicable legends set forth in Exhibit A added to the
forms of such Certificates (each, a "Restricted Global Security").

         Section 3.02. REGISTRATION.

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

         Section 3.03. TRANSFER AND EXCHANGE OF CERTIFICATES.

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



                                       43
<PAGE>



sufficient to cover any tax or governmental charge that may be imposed in
connection with any registration of transfer of Certificates.

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

                           (c) By acceptance of a Restricted Certificate,
whether upon original issuance or subsequent transfer, each Holder of such a
Certificate acknowledges the restrictions on the transfer of such Certificate
set forth thereon and agrees that it will transfer such a Certificate only as
provided herein.

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

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

                           (ii) The Certificate Registrar shall register the
                  transfer of a Restricted Certificate if the requested transfer
                  is being made to an "accredited investor" under Rule
                  501(a)(1), (2), (3) or (7) under the Act, or to any Person all
                  of the equity owners in which are such accredited investors,
                  by a transferor who furnishes to the Certificate Registrar a
                  letter of the transferee substantially in the form of Exhibit
                  H hereto.

                           (d)(i) No transfer of an ERISA-Restricted Certificate
shall be made unless the prospective transferee provides the Trustee and the
Depositor with (A) a representation as set forth in Exhibit I to the effect that
such transferee is not an employee benefit plan subject to Title I of ERISA, a
plan subject to Section 4975 of the Code or a plan or arrangement subject to any
provisions under any federal, state, local, non-U.S. or other laws or
regulations that are substantively similar to the foregoing provisions of ERISA
or the Code ("Similar Law") (collectively, a "Plan"), and is not directly or
indirectly acquiring the Certificate for, on behalf of or with any assets of any
such Plan, (B) a representation or certification to the Trustee to the effect
that the proposed transfer and holding of the Certificate and the servicing,
management and operation of the Trust Fund will not result in a prohibited
transaction under Section 406 of ERISA




                                       44
<PAGE>



or Section 4975 of the Code which is not covered under an individual or class
prohibited transaction exemption including but not limited to Department of
Labor Prohibited Transaction Class Exemption ("PTCE") 84-14 (Class Exemption for
Plan Asset Transactions Determined by Independent Qualified Professional Asset
Managers); PTCE 91-38 (Class Exemption for Certain Transactions Involving Bank
Collective Investment Funds); 90-1 (Class Exemption for Certain Transactions
Involving Insurance Company Pooled Separate Accounts), PTCE 95-60 (Class
Exemption for Certain Transactions Involving Insurance Company General
Accounts), PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by
In-House Asset Managers) and will not subject the Depositor, the Servicer or the
Trustee to any obligation in addition to those undertaken in this Agreement, or
(C) solely in the case of a Definitive Certificate, an Opinion of Counsel
satisfactory to the Trustee to the effect that the acquisition or holding of
such Certificate will not result in the assets of the Trust Fund being deemed to
be "plan assets" and subject to the prohibited transaction provisions of ERISA
and the Code, will not result in such a prohibited transaction, and will not
subject the Depositor, the Servicer or the Trustee to any obligation in addition
to those expressly undertaken in this Agreement, which Opinion of Counsel shall
not be an expense of the Certificate Registrar, the Depositor, the Servicer or
the Trustee.

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

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




                                       45
<PAGE>



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

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

                           (f) Notwithstanding anything to the contrary
contained herein, no Residual Certificate or beneficial interest therein may be
owned, pledged or transferred, directly or indirectly, by or to (i) a
Disqualified Organization or (ii) an individual, corporation or partnership or
other person unless, in the case of clause (ii), such person is (A) not a
Non-U.S. Person or (B) is a Non-U.S. Person that holds a Residual Certificate in
connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Certificate Registrar with an effective
Internal Revenue Service Form W-8ECI or successor form at the time and in the
manner required by the Code (any such person who is not covered by clause (A) or
(B) above is referred to herein as a "Non-permitted Foreign Holder").

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



                                       46
<PAGE>



Foreign Holder, all payments made on such Residual Certificate at and after
either of such times (and all costs and expenses, including but not limited to
attorneys' fees, incurred in connection therewith). Any payment (not including
any such costs and expenses) so recovered by the Certificate Registrar shall be
paid and delivered to the last preceding Holder of such Residual Certificate.

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

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

         Section 3.04. CANCELLATION OF CERTIFICATES.

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

         Section 3.05. REPLACEMENT OF CERTIFICATES.

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

         If after the delivery of such new Certificate, a protected purchaser of
the original Certificate in lieu of which such new Certificate was issued
presents for payment such original



                                       47
<PAGE>



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

         Section 3.06. PERSONS DEEMED OWNERS.

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

         Section 3.07. TEMPORARY CERTIFICATES.

                           (a) Pending the preparation of definitive
Certificates, upon the order of the Depositor, the Trustee shall execute and the
Authenticating Agent shall authenticate and deliver temporary Certificates that
are printed, lithographed, typewritten, mimeographed or otherwise produced, in
any authorized denomination, substantially of the tenor of the definitive
Certificates in lieu of which they are issued and with such variations as the
authorized officers executing such Certificates may determine, as evidenced by
their execution of such Certificates.

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

         Section 3.08. APPOINTMENT OF PAYING AGENT.

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



                                       48
<PAGE>



         Section 3.09. BOOK-ENTRY CERTIFICATES.

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

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

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

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

                           (iv) the rights of Certificate Owners shall be
                  exercised only through the Clearing Agency and the Clearing
                  Agency Participants and shall be limited to those established
                  by law and agreements between such Certificate Owners and the
                  Clearing Agency and/or the Clearing Agency Participants.
                  Unless and until Definitive Certificates are issued pursuant
                  to Section 3.09(c), the initial Clearing Agency will make
                  book-entry transfers among the Clearing Agency Participants
                  and receive and transmit distributions of principal of and
                  interest on the Book-Entry Certificates to such Clearing
                  Agency Participants.

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

                           (c) If (i) (A) the Clearing Agency or the Depositor
advises the Paying Agent in writing that the Clearing Agency is no longer
willing or able to discharge properly its responsibilities with respect to the
Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified
successor satisfactory to the Depositor and the Paying Agent, (ii) the
Depositor, at its option, advises the Paying Agent in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of an Event of Default, Certificate Owners representing beneficial
interests aggregating not less than 50% of the Class Principal Amount of a Class
of Book-Entry Certificates advise the Paying Agent and the Clearing Agency
through the Clearing Agency Participants in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best interests
of the Certificate Owners of a Class of Book-Entry Certificates, the Certificate
Registrar shall notify the Clearing Agency to effect notification to all
Certificate Owners, through the Clearing Agency, of the occurrence of



                                       49
<PAGE>



any such event and of the availability of Definitive Certificates to Certificate
Owners requesting the same. Upon surrender to the Certificate Registrar of the
Book-Entry Certificates by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency for registration, the Certificate
Registrar shall issue the Definitive Certificates. Neither the Depositor, the
Certificate Registrar nor the Trustee shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Certificates all
references herein to obligations imposed upon or to be performed by the Clearing
Agency shall be deemed to be imposed upon and performed by the Certificate
Registrar, to the extent applicable, with respect to such Definitive
Certificates and the Certificate Registrar shall recognize the holders of the
Definitive Certificates as Certificateholders hereunder. Notwithstanding the
foregoing, the Certificate Registrar, upon the instruction of the Depositor,
shall have the right to issue Definitive Certificates on the Closing Date in
connection with credit enhancement programs.

                                  ARTICLE IV.

                        ADMINISTRATION OF THE TRUST FUND

         Section 4.01. CUSTODIAL ACCOUNTS; DISTRIBUTION ACCOUNT.

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

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

                           (c) The Trustee, shall establish and maintain an
Eligible Account entitled "Distribution Account of Wells Fargo Bank, N.A., as
Trustee, for the benefit of Merrill Lynch Mortgage Investors Trust Series MLCC
2004-1 Holders of Mortgage Pass-Through Certificates." The Trustee shall,
promptly upon receipt from the Servicer on each Distribution Account Deposit
Date, deposit into the Distribution Account and retain on deposit until the
related Distribution Date the following amounts:



                                       50
<PAGE>


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

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

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

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

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

         Section 4.02. REPORTS TO TRUSTEE AND CERTIFICATEHOLDERS.

         On each Distribution Date, the Trustee shall have prepared and shall
make available to each Certificateholder and other interested parties a written
report setting forth the following information (based solely on the report
provided to the Trustee by the Servicer pursuant to Section 9.18).

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

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




                                       51
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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



                                       52
<PAGE>


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

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

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

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

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

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

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

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



                                       53
<PAGE>



                                   ARTICLE V.

                    DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

         Section 5.01. DISTRIBUTIONS GENERALLY.

                           (a) Subject to Section 7.01 respecting the final
distribution on the Certificates, on each Distribution Date the Trustee or the
Paying Agent shall make distributions in accordance with this Article V. Payment
of the above amounts to each Certificateholder shall be made (i) by check mailed
to each Certificateholder entitled thereto at the address appearing in the
Certificate Register or (ii) upon receipt by the Trustee on or before the fifth
Business Day preceding the Record Date of written instructions from a
Certificateholder by wire transfer to a United States dollar account maintained
by the payee at any United States depository institution with appropriate
facilities for receiving such a wire transfer; provided, however, that the final
payment in respect of each Class of Certificates will be made only upon
presentation and surrender of such respective Certificates at the office or
agency of the Trustee specified in the notice to Certificateholders of such
final payment. Wire transfers will be made at the expense of the Holder
requesting such wire transfer by deducting a wire transfer fee from the related
distribution. Notwithstanding such final payment of principal of any of the
Certificates, each Residual Certificate will remain outstanding until the
termination of each REMIC and the payment in full of all other amounts due with
respect to the Residual Certificates and at such time such final payment in
retirement of any Residual Certificate will be made only upon presentation and
surrender of such Certificate at the Certificate Registrar's Corporate Trust
Office. If any payment required to be made on the Certificates is to be made on
a day that is not a Business Day, then such payment will be made on the next
succeeding Business Day.

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

         Section 5.02. DISTRIBUTIONS FROM THE DISTRIBUTION ACCOUNT.

                           (a) Subject to Sections 5.02(g) and 5.02(h), on each
Distribution Date, the Available Distribution Amount for the related Mortgage
Pool (in the case of the Senior Certificates) and the Mortgage Pools in the
aggregate (in the case of the Subordinate Certificates) shall be withdrawn by
the Trustee from the Distribution Account and allocated among the classes of
Senior Certificates and Subordinate Certificates in the following order of
priority:

                           (i) Concurrently, to the Class 1-A, Class 2-A-1,
                  Class 2-A-2 and Class 2-A-3 Certificates, on a pro rata basis
                  based on the amount of interest accrued thereon, the payment
                  of the related Interest Distribution Amount and any accrued
                  but unpaid related Interest Shortfalls with respect to each
                  class of Senior Certificates;

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



                                       54
<PAGE>



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

                                    (B) to the Class 2-A-1, Class 2-A-2 and
                           Class 2-A-3 Certificates, pro rata, the Senior
                           Principal Distribution Amount for Pool 2, until their
                           respective Class Principal Amounts have been reduced
                           to zero.

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

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

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

                           (b) On each Distribution Date on and after the Credit
Support Depletion Date, the Available Distribution Amount for each Mortgage Pool
shall be distributed to the remaining Classes of Certificates of the related
Certificate Group on a pro rata basis, first, to pay the Interest Distribution
Amount and any accrued but unpaid Interest Shortfalls; second, to pay the Senior
Principal Distribution Amount for such Mortgage Pool; and third, to the Class
R-2 Certificate, any remaining Available Distribution Amount from such Mortgage
Pool.

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

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



                                       55
<PAGE>



of funds available to the related REMIC over required distributions to the
regular interests in such REMIC on such Distribution Date.

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

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

                           (g) Notwithstanding the priority of distributions set
forth in paragraph (a) of this Section 5.02, if on any Distribution Date prior
to the Credit Support Depletion Date (1) either one of the Rapid Prepayment
Conditions is satisfied on such date and (2) the Certificate Principal Amount of
the Senior Certificates relating to one of the Mortgage Pools has been reduced
to zero, then that portion of the Available Distribution Amount for such
Mortgage Pool described in Section 5.02(a)(ii) that represents principal
collections on the Mortgage Loans shall be applied as an additional distribution
to the remaining Classes of Senior Certificates on a pro rata basis in reduction
of, and in proportion to, the Class Principal Amounts thereof; provided,
however, that (x) any such amounts distributable to the Class R and Class 1-A
Certificates shall be distributed sequentially thereto in such order and (y) any
such amounts distributable to the Class 2-A-1, Class 2-A-2 and Class 2-A-3
Certificates shall be distributed pro rata.

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

         Section 5.03. ALLOCATION OF LOSSES.

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

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

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

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




                                       56
<PAGE>



                  SECOND, to each Class of Senior Certificates relating to the
         Mortgage Pool which sustained such loss (allocated among the Senior
         Classes relating to such Mortgage Pool on a pro rata basis, provided,
         however, that any portion of any Realized Loss that would otherwise be
         allocated to the Class 2-A-2 Certificates will instead be allocated to
         the Class 2-A-3 Certificates until the Class Principal Amount thereof
         has been reduced to zero), in each case, until the Class Principal
         Amount of each Class of Senior Certificates is reduced to zero.

                           (ii) Reserved.

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

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

                           (c) Notwithstanding the other provisions of Section
5.03, the first $0.84 of Realized Losses shall not be allocated to any Class of
Certificates.

         Section 5.04. ADVANCES.

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

         Section 5.05.     DISTRIBUTIONS ON THE REMIC 1 REGULAR INTERESTS.

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

                           (b) On each Distribution Date, distributions of
principal shall be deemed to be made from amounts received on the Mortgage Loans
to REMIC 1 Regular Interests 1-A, 1-B, 2-A, 2-B and ZZZ first, so as to keep the
Uncertificated Principal Balance of each



                                       57
<PAGE>



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

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



                                  ARTICLE VI.

                    CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

         Section 6.01. DUTIES OF TRUSTEE.

                           (a) The Trustee, except during the continuance of an
Event of Default, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. Any permissive right of the Trustee
provided for in this Agreement shall not be construed as a duty of the Trustee.
If an Event of Default has occurred and has not otherwise been cured or waived,
the Trustee shall exercise such of the rights and powers vested in it by this
Agreement and use the same degree of care and skill in their exercise as a
prudent Person would exercise or use under the circumstances in the conduct of
such Person's own affairs.

                           (b) The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee which are specifically required to be
furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they are in the form required by this Agreement; PROVIDED,
HOWEVER, that the Trustee shall not be responsible for the accuracy or content
of any such resolution, certificate, statement, opinion, report, document, order
or other instrument furnished by the Servicer to the Trustee pursuant to this
Agreement, and shall not be required to recalculate or verify any numerical
information furnished to the Trustee pursuant to this Agreement. Subject to the
immediately preceding sentence, if any such resolution, certificate, statement,
opinion,



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<PAGE>



report, document, order or other instrument is found not to conform to the form
required by this Agreement in a material manner the Trustee shall take such
action as it deems appropriate to cause the instrument to be corrected, and if
the instrument is not corrected to the Trustee's satisfaction, the Trustee will
provide notice thereof to the Certificateholders and will, at the expense of the
Trust Fund, which expense shall be reasonable given the scope and nature of the
required action, take such further action as directed by the Certificateholders.

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

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

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

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

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

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

                           (e) The Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken by it in good faith
in accordance with the direction of



                                       59
<PAGE>



the Certificateholders of any Class holding Certificates which evidence, as to
such Class, Percentage Interests aggregating not less than 25% as to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred upon the Trustee under this
Agreement.

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

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

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

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

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

         Section 6.02. CERTAIN MATTERS AFFECTING THE TRUSTEE.

Except as otherwise provided in Section 6.01:

                           (i) The Trustee may request, and may rely and shall
                  be protected in acting or refraining from acting upon any
                  resolution, Officer's Certificate, certificate of auditors or
                  any other certificate, statement, instrument, opinion, report,
                  notice, request, consent, order, approval, bond or other paper
                  or document



                                       60
<PAGE>



                  believed by it to be genuine and to have been signed or
                  presented by the proper party or parties;

                           (ii) The Trustee may consult with counsel and any
                  advice of its counsel or Opinion of Counsel shall be full and
                  complete authorization and protection in respect of any action
                  taken or suffered or omitted by it hereunder in good faith and
                  in accordance with such advice or Opinion of Counsel;

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

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

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

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

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



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<PAGE>



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

         Section 6.03. TRUSTEE NOT LIABLE FOR CERTIFICATES.

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

         Section 6.04. TRUSTEE MAY OWN CERTIFICATES.

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

         Section 6.05. ELIGIBILITY REQUIREMENTS FOR TRUSTEE.

         The Trustee hereunder shall at all times (i) be an institution insured
by the FDIC, (ii) a corporation or national banking association, organized and
doing business under the laws of the United States of America or any state
thereof, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority and (iii) not be an
Affiliate of the Servicer. If such corporation or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then, for the
purposes of this Section, the combined capital and surplus of such corporation
or national banking association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.06.

         Section 6.06. RESIGNATION AND REMOVAL OF TRUSTEE.

                           (a) The Trustee may at any time resign and be
discharged from the trust hereby created by giving written notice thereof to the
Depositor and the Servicer. Upon



                                       62
<PAGE>



receiving such notice of resignation, the Depositor will promptly appoint a
successor trustee by written instrument, one copy of which instrument shall be
delivered to the resigning Trustee, one copy to the successor trustee and one
copy to the Servicer. If no successor trustee shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

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

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

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

         Section 6.07. SUCCESSOR TRUSTEE.

                           (a) Any successor trustee appointed as provided in
Section 6.06 shall execute, acknowledge and deliver to the Depositor and to its
predecessor trustee, an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as trustee. The predecessor trustee shall deliver to the successor trustee
all Trustee Mortgage Files and documents and statements related to each Trustee
Mortgage File held by it hereunder, and shall duly assign, transfer, deliver and
pay over to the successor trustee the entire Trust Fund, together with all
necessary instruments of transfer and assignment or other documents properly
executed necessary to effect such transfer and such of the records or copies
thereof maintained by the predecessor trustee in the administration hereof as
may be requested by the successor trustee and shall thereupon be discharged from
all duties and responsibilities under this Agreement. In addition, the Depositor
and the predecessor trustee shall execute and deliver such other instruments and
do such other things as may reasonably be required to more fully and certainly
vest and confirm in the successor trustee all such rights, powers, duties and
obligations.




                                       63
<PAGE>



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

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

         Section 6.08. MERGER OR CONSOLIDATION OF TRUSTEE.

         Any Person into which the Trustee may be merged or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Persons succeeding
to the business of the Trustee shall be the successor to the Trustee hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding,
provided that, in the case of the Trustee, such Person shall be eligible under
the provisions of Section 6.05.

         Section 6.09. APPOINTMENT OF CO-TRUSTEE, SEPARATE TRUSTEE OR CUSTODIAN.

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

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

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

                           (ii) all other rights, powers, duties and obligations
                  conferred or imposed upon the Trustee shall be conferred or
                  imposed upon and exercised or performed by the Trustee and
                  such separate trustee, co-trustee, or custodian jointly,
                  except to the extent that under any law of any jurisdiction in
                  which any



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                  particular act or acts are to be performed the Trustee shall
                  be incompetent or unqualified to perform such act or acts, in
                  which event such rights, powers, duties and obligations,
                  including the holding of title to the Trust Fund or any
                  portion thereof in any such jurisdiction, shall be exercised
                  and performed by such separate trustee, co-trustee, or
                  custodian at the sole discretion of the Trustee;

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

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

                           (c) Any notice, request or other writing given to the
Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee or custodian shall refer to this
Agreement and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with
the Trustee and a copy given to the Servicer.

                           (d) Any separate trustee, co-trustee or custodian
may, at any time, constitute the Trustee its agent or attorney-in-fact with full
power and authority, to the extent not prohibited by law, to do any lawful act
under or in respect of this Agreement on its behalf and in its name. If any
separate trustee, co-trustee or custodian shall die, become incapable of acting,
resign or be removed, all of its estates, properties, rights, remedies and
trusts shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.

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

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

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

         Section 6.10. AUTHENTICATING AGENTS.

                           (a) The Trustee may appoint one or more
Authenticating Agents which shall be authorized to act on behalf of the Trustee
in authenticating Certificates. If such an agent is so appointed by the Trustee,
wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication on behalf of the Trustee by
an Authenticating



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Agent and a certificate of authentication executed on behalf of the Trustee by
an Authenticating Agent. Each Authenticating Agent must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a combined capital and surplus of at least $15,000,000,
authorized under such laws to do a trust business and subject to supervision or
examination by federal or state authorities.

                           (b) Any Person into which any Authenticating Agent
may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which any
Authenticating Agent shall be a party, or any Person succeeding to the corporate
agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

                           (c) Any Authenticating Agent may at any time resign
by giving at least 30 days' advance written notice of resignation to the Trustee
and the Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section
6.10, the Trustee may appoint a successor authenticating agent, shall give
written notice of such appointment to the Depositor and shall mail notice of
such appointment to all Holders of Certificates. Any successor authenticating
agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as Authenticating Agent. No successor
authenticating agent shall be appointed unless eligible under the provisions of
this Section 6.10. No Authenticating Agent shall have responsibility or
liability for any action taken by it as such at the direction of the Trustee.

         Section 6.11. INDEMNIFICATION OF TRUSTEE.

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

                           (i) with respect to any such claim, the Trustee shall
                  have given the Depositor written notice thereof promptly after
                  the Trustee shall have knowledge thereof;

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

                           (iii) notwithstanding anything to the contrary in
                  this Section 6.11, the Trust Fund shall not be liable for
                  settlement of any such claim by the Trustee



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                  entered into without the prior consent of the Depositor, which
                  consent shall not be unreasonably withheld; and

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

         The provisions of this Section 6.11 shall survive any termination of
this Agreement and the resignation or removal of the Trustee and shall be
construed to include, but not be limited to, any loss, liability or expense
under any environmental law.

         Section 6.12. FEES AND EXPENSES OF THE TRUSTEE.

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

         Section 6.13. COLLECTION OF MONIES.

         Except as otherwise expressly provided in this Agreement, the Trustee
may demand payment or delivery of, and shall receive and collect, all money and
other property payable to or receivable by the Trustee pursuant to this
Agreement. The Trustee shall hold all such money and property received by it as
part of the Trust Fund and shall distribute it as provided in this Agreement.

         Section 6.14. EVENTS OF DEFAULT; TRUSTEE TO ACT; APPOINTMENT OF
SUCCESSOR.

                           (a) "Event of Default," wherever used herein, means
any one of the following events:

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

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

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




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

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

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

         If an Event of Default shall occur and be continuing, then, in each and
every case, subject to applicable law, so long as any such Event of Default
shall not have been remedied within any period of time prescribed by this
Agreement, by notice in writing to the Servicer either (x) the Depositor or (y)
the Trustee may (or the Trustee shall if so directed by Certificateholders
evidencing more than 50% of the Class Principal Amount of each Class of
Certificates) terminate all of the rights and obligations of the Servicer under
this Agreement in accordance with the terms of this Agreement. On or after the
receipt by the Servicer of such written notice, all authority and power of the
Servicer, whether with respect to the Mortgage Loans or otherwise, shall pass to
and be vested in the Trustee; and the Trustee is hereby authorized and empowered
to execute and deliver, on behalf of the defaulting Servicer as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents or
otherwise.

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

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



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         The Trustee shall be entitled to be reimbursed by the Depositor and the
Trust Fund (pursuant to Section 6.11 but without regard to any annual limitation
thereunder), in the event that the Servicer does not reimburse the Trustee under
this Agreement, for all costs associated with the transfer of servicing from the
predecessor Servicer, including, without limitation, any costs or expenses
associated with the termination of the predecessor Servicer, the appointment of
a successor servicer, the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Trustee or any successor servicer to correct any errors or
insufficiencies in the servicing data or otherwise to enable the Trustee or
successor servicer to service the Mortgage Loans property and effectively (such
costs, "Servicing Transfer Costs").

                           (c) Notwithstanding the above, the Trustee may, if it
shall be unwilling to continue to so act, or shall, if it is unable to so act,
petition a court of competent jurisdiction to appoint, or, with the consent of
the Depositor, appoint on its own behalf any established housing and home
finance institution servicer, or servicing or mortgage servicing institution
having a net worth of not less than $15,000,000 and meeting such other standards
for a successor servicer as are set forth in this Agreement and reasonably
satisfactory to the Depositor, as the successor to the Servicer in the
assumption of all of the responsibilities, duties or liabilities of a servicer,
like the Servicer. Any entity designated by the Trustee as a successor servicer
may be an Affiliate of the Trustee; provided, however, that, unless such
Affiliate meets the net worth requirements and other standards set forth herein
for a successor servicer, the Trustee, in its individual capacity shall agree,
at the time of such designation, to be and remain liable to the Trust Fund for
such Affiliate's actions and omissions in performing its duties under this
Agreement. In connection with such appointment and assumption, the Trustee may
make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; PROVIDED, HOWEVER, that no
such compensation shall be in excess of that permitted to the Servicer under
this Agreement. The Trustee and such successor shall take such actions,
consistent with this Agreement, as shall be necessary to effectuate any such
succession and may make other arrangements with respect to the servicing to be
conducted hereunder which are not inconsistent herewith and therewith. Neither
the Trustee nor any other successor servicer shall be deemed to be in default
hereunder by reason of any failure to make, or any delay in making, any
distribution hereunder or any portion thereof caused by (i) the failure of the
Servicer to deliver, or any delay in delivering, cash, documents or records to
it, (ii) the failure of the Servicer to cooperate as required by this Agreement,
(iii) the failure of the Servicer to deliver the Mortgage Loan data to the
Trustee as required by this Agreement or (iv) restrictions imposed by any
regulatory authority having jurisdiction over the Servicer.

         Section 6.15. ADDITIONAL REMEDIES OF TRUSTEE UPON EVENT OF DEFAULT.

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




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         Section 6.16. WAIVER OF DEFAULTS.

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

         Section 6.17. NOTIFICATION TO HOLDERS.

         Upon termination of the Servicer or appointment of a successor to the
Servicer, in each case as provided herein, the Trustee shall promptly mail
notice thereof by first class mail to the Certificateholders at their respective
addresses appearing on the Certificate Register. The Trustee shall also, within
45 days after the occurrence of any Event of Default known to the Trustee, give
written notice thereof to the Certificateholders, unless such Event of Default
shall have been cured or waived prior to the issuance of such notice and within
such 45-day period.

         Section 6.18. DIRECTIONS BY CERTIFICATEHOLDERS AND DUTIES OF TRUSTEE
DURING EVENT OF DEFAULT.

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

         Section 6.19. PREPARATION OF TAX RETURNS AND OTHER REPORTS.

                           (a) The Trustee shall prepare or cause to be prepared
on behalf of the Trust Fund, based upon information calculated in accordance
with this Agreement pursuant to instructions given by the Depositor, and the
Trustee shall file federal tax returns, all in accordance with Article X hereof.
The Trustee shall prepare and file such state income tax returns and such other
returns as may be required by applicable law relating to the Trust Fund, and, if
required by state law, and shall file any other documents to the extent required
by applicable state tax law (to the extent such documents are in the Trustee's
possession). The Trustee shall forward copies to



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the Depositor of all such returns and Form 1099 supplemental tax information and
such other information within the control of the Trustee as the Depositor may
reasonably request in writing, and shall distribute to each Certificateholder
such forms and furnish such information within the control of the Trustee as are
required by the Code and the REMIC Provisions to be furnished to them, and will
prepare and distribute to Certificateholders Form 1099 (supplemental tax
information) (or otherwise furnish information within the control of the
Trustee) to the extent required by applicable law.

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

                           (c) The Depositor shall prepare or cause to be
prepared the initial current report on Form 8-K. Thereafter, within 15 days
after each Distribution Date, the Trustee shall, in accordance with industry
standards, file with the Securities and Exchange Commission (the "Commission")
via the Electronic Data Gathering and Retrieval System (EDGAR), a Form 8-K with
a copy of the statement to the Certificateholders for such Distribution Date as
an exhibit thereto. Prior to January 31, 2005, the Trustee shall, in accordance
with industry standards, file a Form 15 Suspension Notification with respect to
the Trust Fund, if applicable. Prior to March 31, 2005, the Trustee shall file a
Form 10-K executed by the Depositor, in substance conforming to industry
standards, with respect to the Trust Fund. The Depositor shall be responsible
for preparing all filings and certificates required by the Sarbanes-Oxley Act of
2002. The Trustee agrees to promptly furnish to the Depositor, from time to time
upon request, such further information, reports, and financial statements within
its control related to this Agreement and the Mortgage Loans as the Depositor
reasonably deems appropriate to prepare and file all necessary reports with the
Commission.

         Section 6.20. ANNUAL CERTIFICATE BY TRUSTEE.

                           (a) By March 15th of each year for which a Form 10-K
is to be filed with a certification by the Depositor, an officer of the Trustee
shall execute and deliver an Officer's Certificate, signed by the senior officer
in charge of the Trustee or any officer to whom that officer reports, to the
Depositor for the benefit of such Depositor and its officers, directors and
affiliates, certifying as to the matters described in the Officer's Certificate
attached hereto as Exhibit P.

                           (b) The Trustee shall indemnify and hold harmless the
Depositor and its officers, directors, agents and affiliates from and against
any losses, damages, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments and other costs and expenses arising out of or based
upon a breach by the Trustee or any of its officers, directors, agents or
affiliates of its obligations under this Section 6.20 any material misstatement
or omission in the Officer's Certificate required under this Section or the
negligence, bad faith or willful misconduct of the Trustee in connection
therewith. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Depositor, then the Trustee agrees that it
shall contribute to the amount paid or payable by the Depositor as a result of
the losses, claims, damages or liabilities of the Depositor in such proportion
as is appropriate to reflect the relative fault of the Trustee on the one had
and the Depositor on the other in connection with a breach of the Trustee's
obligations under this Section 6.20, any material misstatement or omission in
the



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Officer's Certificate required under this Section or the Trustee's negligence,
bad faith or willful misconduct in connection therewith.

                                  ARTICLE VII.

                         PURCHASE OF MORTGAGE LOANS AND
                          TERMINATION OF THE TRUST FUND

         Section 7.01. PURCHASE OF MORTGAGE LOANS; TERMINATION OF TRUST FUND
UPON PURCHASE OR LIQUIDATION OF ALL MORTGAGE LOANS.

                           (a) The respective obligations and responsibilities
of the Trustee, the Servicer and the Depositor created hereby (other than the
obligation of the Trustee to make payments to Certificateholders as set forth in
Section 7.02), shall terminate on the earliest of (i) the final payment or other
liquidation of the last Mortgage Loan remaining in the Trust Fund and the
disposition of all REO Property, (ii) the sale of the property held by the Trust
Fund at auction in accordance with Section 7.01(c) and (iii) the Latest Possible
Maturity Date; PROVIDED, HOWEVER, that in no event shall the Trust Fund created
hereby continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James's, living on the date hereof. Any
termination of the Trust Fund shall be carried out in such a manner so that the
termination of each REMIC included therein shall qualify as a "qualified
liquidation" under the REMIC Provisions.

                           (b) [Reserved]

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

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

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

         Section 7.02. PROCEDURE UPON TERMINATION OF TRUST FUND.

                           (a) Notice of any optional termination pursuant to
the provisions of Section 7.01(c) specifying the Distribution Date upon which
the final distribution shall be made or the Purchase Date, shall be given
promptly by the Trustee by first class mail to Certificateholders mailed no
later than the first day of the month in which the Distribution Date selected
for purchase of the Mortgage Loans occurs or upon (x) the sale of all of the
property of



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the Trust Fund by the Trustee or in the case of a sale of assets of the Trust
Fund, or (y) upon the final payment or other liquidation of the last Mortgage
Loan or REO Property in the Trust Fund. Such notice shall specify (A) the
Purchase Date and the Distribution Date upon which final distribution on the
Certificates of all amounts required to be distributed to Certificateholders
pursuant to Section 5.02 will be made upon presentation and surrender of the
Certificates at the Certificate Registrar's Corporate Trust Office, and (B) that
the Record Date otherwise applicable to such Distribution Date is not
applicable, distribution being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. The
Trustee shall give such notice to the Certificate Registrar at the time such
notice is given to Holders of the Certificates. Upon any such termination, the
duties of the Trustee and the Certificate Registrar with respect to the
Certificates shall terminate and the Trustee shall terminate the Distribution
Account and any other account or fund maintained with respect to the
Certificates, subject to the Trustee's obligation hereunder to hold all amounts
payable to Certificateholders in trust without interest pending such payment.

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

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

         Section 7.03. ADDITIONAL TRUST FUND TERMINATION REQUIREMENTS.

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

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




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

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

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

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

                                 ARTICLE VIII.

                          RIGHTS OF CERTIFICATEHOLDERS

         Section 8.01. LIMITATION ON RIGHTS OF HOLDERS.

                           (a) The death or incapacity of any Certificateholder
shall not operate to terminate this Agreement or this Trust Fund, nor entitle
such Certificateholder's legal representatives or heirs to claim an accounting
or take any action or proceeding in any court for a partition or winding up of
this Trust Fund, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them. Except as otherwise expressly provided
herein, no Certificateholder, solely by virtue of its status as a
Certificateholder, shall have any right to vote or in any manner otherwise
control the Trustee or the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association,
nor shall any Certificateholder be under any liability to any third person by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.

                           (b) No Certificateholder, solely by virtue of its
status as Certificateholder, shall have any right by virtue or by availing
itself of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon, under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of an Event of Default and of the continuance thereof, as hereinbefore provided,
and unless also the Holders of Certificates evidencing not less than 25% of the
Class Principal Amount (or Percentage Interest) of Certificates of each Class
affected thereby shall have made written request upon the Trustee to institute
such action, suit or proceeding in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require against
the cost, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for sixty days after its



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receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding and no direction
inconsistent with such written request has been given such Trustee during such
sixty-day period by such Certificateholders; it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself of
any provision of this Agreement to affect, disturb or prejudice the rights of
the Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

         Section 8.02. ACCESS TO LIST OF HOLDERS.

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

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

                           (c) Every Holder or Certificate Owner, if the Holder
is a Clearing Agency, by receiving and holding a Certificate, agrees with the
Depositor, the Certificate Registrar and the Trustee that neither the Depositor,
the Certificate Registrar nor the Trustee shall be held accountable by reason of
the disclosure of any information as to the names and addresses of the
Certificateholders hereunder, regardless of the source from which such
information was derived.

         Section 8.03. ACTS OF HOLDERS OF CERTIFICATES.

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



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

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

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

                                  ARTICLE IX.

               ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

         Section 9.01. SERVICER TO ACT AS SERVICER.

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

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

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

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

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





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

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

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

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

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

         In the event that the Trust Fund acquires any REO Property in
connection with a default or imminent default on a Mortgage Loan, the Servicer
shall dispose of such REO Property not later than the end of the third taxable
year after the year of its acquisition by the Trust Fund unless the Servicer has
applied for and received a grant of extension from the Internal Revenue Service
to the effect that, under the REMIC Provisions and any relevant proposed
legislation and under applicable state law, the Trust Fund may hold REO Property
for a longer period without adversely affecting the REMIC status of such REMIC
or causing the imposition of a federal or state tax upon such REMIC. If the
Servicer has received such an extension, then the Servicer shall continue to
attempt to sell the REO Property for its fair market value for such period
longer than three years as such extension permits (the "Extended Period"). If
the Servicer has not received such an extension and the Servicer is unable to
sell the REO Property within the period ending 3 months before the end of such
third taxable year after its acquisition by the Trust Fund or if the Servicer
has received such an extension, and the Servicer is unable to sell the REO
Property within the period ending three months before the close of the Extended
Period, the Servicer shall, before the end of the three year period or the
Extended Period, as applicable, (i)



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purchase such REO Property at a price equal to the REO Property's fair market
value or (ii) auction the REO Property to the highest bidder (which may be the
Servicer) in an auction reasonably designed to produce a fair price prior to the
expiration of the three-year period or the Extended Period, as the case may be.
The Trustee shall sign any document prepared by the Servicer or take any other
action reasonably requested by the Servicer which would enable the Servicer, on
behalf of the Trust Fund, to request such grant of extension.

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

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

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

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

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




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

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

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

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

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

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

         Section 9.05. MATERIAL CHANGES.

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

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

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

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




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

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

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

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

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

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

         Section 9.06. SERVICER SHALL PROVIDE INFORMATION AS REASONABLY
REQUIRED.

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

         Section 9.07. SERVICER NOT TO RESIGN.

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



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rights with respect to the Mortgage Loans with the prior written consent of the
Seller. In the case of item (i) above, the Servicer shall provide the Trustee
and the Depositor with a written statement guaranteeing the successor entity's
performance of the Servicer's obligations under the Agreement.

         Section 9.08. CUSTODIAL ACCOUNTS AND ESCROW ACCOUNTS.

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

         Section 9.09. ASSUMPTION PROCESSING.

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

         Section 9.10. BOOKS AND RECORDS.

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

         Section 9.11. ANNUAL STATEMENT AS TO COMPLIANCE.

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

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

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





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         Section 9.13. OFFICER'S CERTIFICATE.

                           (a) By February 28th of each year beginning in 2005
or such other date specified in a written notice within 15 days prior to the
date on which a Form 10-K is required to be filed with a certification by the
Depositor, an officer of the Servicer shall execute and deliver an Officer's
Certificate substantially in the form of Exhibit R attached hereto, signed by
the senior officer in charge of servicing of the Servicer or any officer to whom
that officer reports, to the Trustee and Depositor for the benefit of such
parties and their respective officers, directors and affiliates.

                           (b) The Servicer shall indemnify and hold harmless
the Depositor and its officers, directors, agents and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach by the Servicer or any of its officers, directors, agents or
affiliates of its obligations under this Section 9.13 any material misstatement
or omission in the Officer's Certificate required under this Section 9.13 or the
negligence, bad faith or willful misconduct of the Servicer in connection
therewith. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Depositor, then the Servicer agrees that it
shall contribute to the amount paid or payable by the Depositor as a result of
the losses, claims, damages or liabilities of the Depositor in such proportion
as is appropriate to reflect the relative fault of the Servicer on the one had
and the Depositor on the other in connection with a breach of the Servicer's
obligations under this Section 9.13, any material misstatement or omission in
the Officer's Certificate required under this Section 9.13 or the Servicer's
negligence, bad faith or willful misconduct in connection therewith.

         Section 9.14. SERVICING COMPENSATION.

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

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

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

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




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         Section 9.15. INDEMNIFICATION.

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

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

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

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

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

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

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

         Section 9.16. NON SOLICITATION.

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

         Section 9.17. SUCCESSOR TO THE SERVICER.

         Simultaneously with the termination of the Servicer's responsibilities
and duties under this Agreement (a) the Trustee shall, in accordance with the
provisions of this Agreement (i) succeed to and assume all of the Servicer's
responsibilities, rights, duties and obligations under this Agreement, or (ii)
appoint a successor meeting the eligibility requirements set forth herein and
which shall succeed to all rights and assume all of the responsibilities, duties
and liabilities of the Servicer under this Agreement with the termination of the
Servicer's responsibilities, duties



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

         Section 9.18. STATEMENTS TO THE TRUSTEE.

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

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

         Section 9.19. MERGER OR CONSOLIDATION OF THE SERVICER.

         Any entity into which the Servicer may be merged or consolidated, or
any entity resulting from any merger, conversion or consolidation to which the
Servicer shall be a party, or any corporation succeeding to the business of the
Servicer, shall be the successor of the Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding; provided,
however that the successor Servicer shall satisfy all the requirements of
Section 9.17 with respect to the qualifications of a successor Servicer.

         Section 9.20. LIMITATION ON LIABILITY OF THE SERVICER.





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

                                   ARTICLE X.

                              REMIC ADMINISTRATION

         Section 10.01. REMIC ADMINISTRATION.

                           (a) REMIC elections as set forth in the Preliminary
Statement shall be made on Forms 1066 or other appropriate federal tax or
information return for the taxable year ending on the last day of the calendar
year in which the Certificates are issued. The regular interests and residual
interest in each REMIC shall be as designated in the Preliminary Statement and
Section 1.01.

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

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



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Trustee shall not be entitled to reimbursement for expenses incurred in
connection with the preparation of tax returns and other reports as required by
Section 6.19 and this Section.

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

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

                           (f) The Trustee and the Holders of Certificates shall
take any action or cause any REMIC to take any action necessary to create or
maintain the status of any REMIC as a REMIC under the REMIC Provisions and shall
assist each other as necessary to create or maintain such status. Neither the
Trustee nor the Holder of any Residual Certificate shall knowingly take any
action, cause any REMIC to take any action or fail to take (or fail to cause to
be taken) any action that, under the REMIC Provisions, if taken or not taken, as
the case may be, could (i) endanger the status of any REMIC as a REMIC or (ii)
result in the imposition of a tax upon any REMIC (including but not limited to
the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the
tax on prohibited contributions set forth on Section 860G(d) of the Code)
(either such event, an "Adverse REMIC Event") unless the Trustee has received an
Opinion of Counsel (at the expense of the party seeking to take such action) to
the effect that the contemplated action will not endanger such status or result
in the imposition of such a tax. In addition, prior to taking any action with
respect to any REMIC or the assets therein, or causing any REMIC to take any
action, which is not expressly permitted under the terms of this Agreement, any
Holder of a Residual Certificate will consult with the Trustee, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur with
respect to any REMIC, and no such Person shall take any such action or cause any
REMIC to take any such action as to which the Trustee has advised it in writing
that an Adverse REMIC Event could occur; provided, however, that if no Adverse
REMIC Event would occur but such action could result in the imposition of
additional taxes on the Residual Certificateholders, no such Person shall take
any such action, or cause any REMIC to take any such action without the written
consent of the Residual Certificateholders.

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

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





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

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

         Section 10.02. PROHIBITED TRANSACTIONS AND ACTIVITIES.

         Neither the Depositor nor the Trustee shall sell, dispose of, or
substitute for any of the Mortgage Loans, except in a disposition pursuant to
(i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of each REMIC pursuant to Article VII of this Agreement,
(iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase
of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any
assets for any REMIC, nor sell or dispose of any investments in the Distribution
Account for gain, nor accept any contributions to any REMIC after the Closing
Date, unless it has received an Opinion of Counsel (at the expense of the party
causing such sale, disposition, or substitution) that such disposition,
acquisition, substitution, or acceptance will not (a) affect adversely the
status of any such REMIC as a REMIC or of the interests therein other than the
Residual Certificate as the regular interests therein, (b) affect the
distribution of interest or principal on the Certificates, (c) result in the
encumbrance of the assets transferred or assigned to the Trust Fund (except
pursuant to the provisions of this Agreement) or (d) cause any such REMIC to be
subject to any tax including a tax on prohibited transactions or prohibited
contributions pursuant to the REMIC Provisions.

         Section 10.03. INDEMNIFICATION WITH RESPECT TO PROHIBITED TRANSACTIONS
OR LOSS OF REMIC STATUS.

         In the event that a REMIC fails to qualify as a REMIC, loses its status
as a REMIC, or incurs federal, state or local taxes as a result of a prohibited
transaction or prohibited contribution under the REMIC Provisions due to the
negligent performance by the Trustee of its duties and obligations set forth
herein, the Trustee shall indemnify the Certificateholders of the related
Residual Certificate against any and all losses, claims, damages, liabilities or
expenses ("Losses") resulting from such negligence; provided, however, that the
Trustee shall not be liable for any such Losses attributable to the action or
inaction of the Depositor or the Holder of the Residual Certificate, nor for any
such Losses resulting from misinformation provided by any of the foregoing
parties on which the Trustee has relied. Notwithstanding the foregoing, however,
in no event shall the Trustee have any liability (1) for any action or omission
that is taken in accordance with and in compliance with the express terms of, or
which is expressly permitted by the terms of, this Agreement or the Mortgage
Loan Purchase Agreement, (2) for any Losses other than arising out of
malfeasance, willful misconduct or negligent performance by the Trustee with
respect to its duties and obligations set forth herein, and (3) for any special
or consequential damages to Certificateholders of the related Residual
Certificate (in addition to payment of principal and interest on the
Certificates).

         Section 10.04. REO PROPERTY.

                           (a) Notwithstanding any other provision of this
Agreement, the Trustee shall not, except to the extent provided in this
Agreement, knowingly permit any Servicer to rent, lease, or otherwise earn
income on behalf of any REMIC with respect to any REO Property which might cause
such REO Property to fail to qualify as "foreclosure property" within the
meaning of section 860G(a)(8) of the Code or result in the receipt by any REMIC
of any "income from non-permitted assets" within the meaning of section
860F(a)(2) of the Code or any



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"net income from foreclosure property" which is subject to tax under the REMIC
Provisions unless the Servicer has provided to the Trustee an Opinion of Counsel
concluding that, under the REMIC Provisions, such action would not adversely
affect the status of any REMIC as a REMIC and any income generated for any REMIC
by the REO Property would not result in the imposition of a tax upon such REMIC.

                           (b) The Depositor shall cause the Servicer (to the
extent provided in this Agreement) to make reasonable efforts to sell any REO
Property for its fair market value. In any event, however, the Depositor shall,
or shall cause the Servicer (to the extent provided in this Agreement) to,
dispose of any REO Property within three years of its acquisition by the Trust
Fund unless the Depositor or the Servicer (on behalf of the Trust Fund) has
received a grant of extension from the Internal Revenue Service to the effect
that, under the REMIC Provisions and any relevant proposed legislation and under
applicable state law, the REMIC may hold REO Property for a longer period
without adversely affecting the REMIC status of such REMIC or causing the
imposition of a Federal or state tax upon such REMIC. If such an extension has
been received, then the Depositor, acting on behalf of the Trustee hereunder,
shall, or shall cause the Servicer to, continue to attempt to sell the REO
Property for its fair market value for such period longer than three years as
such extension permits (the "Extended Period"). If such an extension has not
been received and the Depositor or the Servicer, acting on behalf of the Trust
Fund hereunder, is unable to sell the REO Property within 33 months after its
acquisition by the Trust Fund or if such an extension, has been received and the
Depositor or the Servicer is unable to sell the REO Property within the period
ending three months before the close of the Extended Period, the Depositor shall
cause the Servicer, before the end of the three year period or the Extended
Period, as applicable, to (i) purchase such REO Property at a price equal to the
REO Property's fair market value or (ii) auction the REO Property to the highest
bidder (which may be the Servicer) in an auction reasonably designed to produce
a fair price prior to the expiration of the three-year period or the Extended
Period, as the case may be.

                                  ARTICLE XI.

                            MISCELLANEOUS PROVISIONS

         Section 11.01. BINDING NATURE OF AGREEMENT; ASSIGNMENT.

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

         Section 11.02. ENTIRE AGREEMENT.

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

         Section 11.03. AMENDMENT.

                           (a) This Agreement may be amended from time to time
by the Depositor, the Servicer and the Trustee, without notice to or the consent
of any of the Holders, (i) to cure any ambiguity or mistake, (ii) to cause the
provisions herein to conform to or be consistent



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

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

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

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

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





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                           (f) Neither the Seller nor the Trustee shall consent
to the assignment by the Servicer of the Servicer's rights and obligations under
this Agreement without the prior written consent of the Depositor, which consent
shall not be unreasonably withheld.

         Section 11.04. VOTING RIGHTS.

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

         Section 11.05. PROVISION OF INFORMATION.

                           (a) For so long as any of the Certificates of any
Series or Class are "restricted securities" within the meaning of Rule 144(a)(3)
under the Act, each of the Depositor, the Servicer and the Trustee agree to
cooperate with each other to provide to any Certificateholders and to any
prospective purchaser of Certificates designated by such holder, upon the
request of such holder or prospective purchaser, any information required to be
provided to such holder or prospective purchaser to satisfy the condition set
forth in Rule 144A(d)(4) under the Act. Any reasonable, out-of-pocket expenses
incurred by the Trustee or the Servicer in providing such information shall be
reimbursed by the Depositor.

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

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

         Section 11.06. GOVERNING LAW.

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

         Section 11.07. NOTICES.

         All requests, demands, notices, authorizations, directions, consents,
waivers and communications hereunder shall be in writing and shall be deemed to
have been duly given when received by (a) in the case of the Depositor, Merrill
Lynch Mortgage Investors, Inc., 250 Vesey Street, 4 World Financial Center, 10th
Floor, New York, New York, 10080, telecopy number (212) 449-9015, Attention:
Merrill Lynch Mortgage Investors Trust Series MLCC 2004-1, (b) in the case of
the Servicer, Cendant Mortgage Corporation, 3000 Leadenhall Road, Mt. Laurel New


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Jersey 08054, telecopy number (856) 917-6910, Attention: Robert E. Groody, Chief
Operating Officer, (c) in the case of the Seller, Merrill Lynch Mortgage
Lending, Inc., 4 World Financial Center, 10th Floor, New York, New York 10281,
telecopy number (212) 738-1110, Attention: Merrill Lynch Mortgage Investors
Trust Series MLCC 2004-1, and (d) with respect to the Trustee or the Certificate
Registrar, P.O. Box 98, Columbia, Maryland 21046, Attention: Client Manager -
MLMI Trust Series MLCC 2004-1, with a copy to it at its respective Corporate
Trust Office, or as to each party such other address as may hereafter be
furnished by such party to the other parties in writing. All demands, notices
and communications to a party hereunder shall be in writing and shall be deemed
to have been duly given when delivered to such party at the relevant address,
facsimile number or electronic mail address set forth above or at such other
address, facsimile number or electronic mail address as such party may designate
from time to time by written notice in accordance with this Section 11.07.

         Section 11.08. SEVERABILITY OF PROVISIONS.

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

         Section 11.09. INDULGENCES; NO WAIVERS.

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

         Section 11.10. HEADINGS NOT TO AFFECT INTERPRETATION.

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

         Section 11.11. BENEFITS OF AGREEMENT.

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

         Section 11.12. SPECIAL NOTICES TO THE RATING AGENCIES.

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

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

                           (ii) the occurrence of any Event of Default;





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

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

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

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

If to Moody's, to:

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

                  If to Fitch Ratings, to:

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

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

         Section 11.13. [RESERVED].

         Section 11.14. COUNTERPARTS.

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

         Section 11.15. NO PETITIONS.

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




                                       92
<PAGE>







         IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers hereunto duly authorized as of the
day and year first above written.

                                         MERRILL LYNCH MORTGAGE INVESTORS, INC.,
                                         as Depositor


                                         By:     /s/ Matthew Whalen
                                               ---------------------------------
                                         Name:   Matthew Whalen
                                         Title:  Authorized Signatory



                                         CENDANT MORTGAGE CORPORATION,
                                         as Servicer


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



                                         WELLS FARGO BANK, N.A.,
                                         as Trustee


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


Solely for purposes of Section 2.04,

accepted and agreed to by:


MERRILL LYNCH MORTGAGE LENDING, INC.


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






<PAGE>




                                    EXHIBIT A

                              FORMS OF CERTIFICATES

                             [INTENTIONALLY OMITTED]













                                      A-1




<PAGE>


                                    EXHIBIT B

          FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)


STATE OF                   )
                           )       ss.:
COUNTY OF                  )


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

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

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

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

         4.       That the Purchaser is not, and on __________________ [date of
                  transfer] will not be, an employee benefit plan subject to
                  Title I of the Employee Retirement Income Security Act of
                  1974, as amended ("ERISA"), a plan subject to any provisions
                  under any federal, state, local, non-U.S. or other laws or
                  regulations that are substantively similar to foregoing
                  provisions of ERISA or the Code (collectively, a "PLAN"), and
                  is not directly or indirectly acquiring a Residual Certificate
                  for, on behalf of or with any assets of any such Plan.

         5.       That the Purchaser hereby acknowledges that under the terms of
                  the Pooling and Servicing Agreement dated as of November 1,
                  2004 (the "Agreement"), among Merrill Lynch Mortgage
                  Investors, Inc., as Depositor, Cendant Mortgage



                                      B-1
<PAGE>



                  Corporation, as Servicer and Wells Fargo Bank, N.A., as
                  Trustee with respect to Merrill Lynch Mortgage Investors Trust
                  Series MLCC 2004-1 Mortgage Pass-Through Certificates, no
                  transfer of the Residual Certificates shall be permitted to be
                  made to any person unless the Certificate Registrar and
                  Trustee have received a certificate from such transferee
                  containing the representations in paragraphs 3 and 4 hereof.

         6.       That the Purchaser does not hold REMIC residual securities as
                  nominee to facilitate the clearance and settlement of such
                  securities through electronic book-entry changes in accounts
                  of participating organizations (such entity, a "Book-Entry
                  Nominee").

         7.       That the Purchaser does not have the intention to impede the
                  assessment or collection of any federal, state or local taxes
                  legally required to be paid with respect to such Residual
                  Certificate.

         8.       That the Purchaser will not transfer a Residual Certificate to
                  any person or entity (i) as to which the Purchaser has actual
                  knowledge that the requirements set forth in paragraph 3,
                  paragraph 6 or paragraph 10 hereof are not satisfied or that
                  the Purchaser has reason to believe does not satisfy the
                  requirements set forth in paragraph 7 hereof, and (ii) without
                  obtaining from the prospective Purchaser an affidavit
                  substantially in this form and providing to the Trustee and
                  the Certificate Registrar a written statement substantially in
                  the form of Exhibit C to the Agreement.

         9.       That the Purchaser understands that, as the holder of a
                  Residual Certificate, the Purchaser may incur tax liabilities
                  in excess of any cash flows generated by the interest and that
                  it intends to pay taxes associated with holding such Residual
                  Certificate as they become due.

         10.      That the Purchaser (i) is not a Non-U.S. Person or (ii) is a
                  Non-U.S. Person that holds a Residual Certificate in
                  connection with the conduct of a trade or business within the
                  United States and has furnished the transferor, the Trustee
                  and the Certificate Registrar with an effective Internal
                  Revenue Service Form W-8ECI (Certificate of Foreign Person's
                  Claim for Exemption From Withholding on Income Effectively
                  Connected With the Conduct of a Trade or Business in the
                  United States) or successor form at the time and in the manner
                  required by the Code. "Non-U.S. Person" means an individual,
                  corporation, partnership or other person other than (i) a
                  citizen or resident of the United States; (ii) a corporation,
                  partnership or other entity created or organized in or under
                  the laws of the United States or any state thereof, including
                  for this purpose, the District of Columbia; (iii) an estate
                  that is subject to U.S. federal income tax regardless of the
                  source of its income; (iv) a trust if a court within the
                  United States is able to exercise primary supervision over the
                  administration of the trust and one or more United States
                  trustees have authority to control all substantial decisions
                  of the trust; and, (v) to the extent provided in Treasury
                  regulations, certain trusts in existence on August 20, 1996
                  that are treated as United States persons prior to such date
                  and elect to continue to be treated as United States persons.

         11.      The Purchaser will not cause income from the Residual
                  Certificate to be attributable to a foreign permanent
                  establishment or fixed base (within the



                                      B-2
<PAGE>



                  meaning of an applicable income tax treaty) of the Purchaser
                  or another U.S. taxpayer.

         12.      That the Purchaser agrees to such amendments of the Agreement
                  as may be required to further effectuate the restrictions on
                  transfer of any Residual Certificate to such a "disqualified
                  organization," an agent thereof, a Book-Entry Nominee, or a
                  person that does not satisfy the requirements of paragraph 7
                  and paragraph 10 hereof.

         13.      That the Purchaser consents to the designation of the Trustee
                  to act as agent for the "tax matters person" of each REMIC
                  created by the Trust Fund pursuant to the Agreement.

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







                                      B-3
<PAGE>



         IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[title of officer] this _____ day of __________, 20__.


                                              __________________________________
                                              [Name of Purchaser]



                                              By: ______________________________
                                                     Name:
                                                     Title:



         Personally appeared before me the above-named [name of officer]
________________, known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer] _________________ of the
Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.

         Subscribed and sworn before me this _____ day of __________ 20__.

NOTARY PUBLIC


________________________________________


COUNTY OF ______________________________

STATE OF _______________________________

My commission expires the _____ day of __________ 20__.








                                      B-4
<PAGE>




                                    EXHIBIT C

              RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)


                                                    ____________________________
                                                                 Date


Re:      Merrill Lynch Mortgage Investors Trust Series MLCC 2004-1
         Mortgage Pass-Through Certificates


         _______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true and has no reason to believe that the
information contained in paragraph 7 thereof is not true, and has no reason to
believe that the Transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid with
respect to a Residual Certificate. In addition, the Transferor has conducted a
reasonable investigation at the time of the transfer and found that the
Transferee had historically paid its debts as they came due and found no
significant evidence to indicate that the Transferee will not continue to pay
its debts as they become due.

                                             Very truly yours,


                                             _______________________
                                             Name:
                                             Title:









                                      C-1


<PAGE>



                                   EXHIBIT D-1

                  STANDARD LAYOUT FOR MONTHLY REMITTANCE ADVICE

                             [INTENTIONALLY OMITTED]












                                     D-1-1




<PAGE>



                                   EXHIBIT D-2

<TABLE>
<CAPTION>
                              STANDARD LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT


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



</TABLE>







                                     D-2-1



<PAGE>



                                    EXHIBIT E

                        MORTGAGE LOAN PURCHASE AGREEMENT

                        See Exhibit 99.1, filed herewith












                                      E-1




<PAGE>



                                    EXHIBIT F

                      LIST OF LIMITED PURPOSE SURETY BONDS

         Ambac Assurance Corporation Surety Bond No. AB0039BE, issued February
26, 1996, for Merrill Lynch Credit Corporation.








                                      F-1



<PAGE>


                                    EXHIBIT G

                     FORM OF RULE 144A TRANSFER CERTIFICATE


Re:      Merrill Lynch Mortgage Investors Trust Series MLCC 2004-1
         Mortgage Pass-Through Certificates


         Reference is hereby made to the Pooling and Servicing Agreement, dated
as of November 1, 2004 (the "Agreement"), among Merrill Lynch Mortgage
Investors, Inc., as Depositor, Cendant Mortgage Corporation, as Servicer and
Wells Fargo Bank, N.A., as Trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Agreement.

         This letter relates to $__________ initial Certificate Balance of Class
Certificates which are held in the form of Definitive Certificates registered in
the name of (the "Transferor"). The Transferor has requested a transfer of such
Definitive Certificates for Definitive Certificates of such Class registered in
the name of [insert name of transferee].

         In connection with such request, and in respect of such Certificates,
the Transferor hereby certifies that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Agreement and the
Certificates and (ii) Rule 144A under the Securities Act to a purchaser that the
Transferor reasonably believes is a "qualified institutional buyer" within the
meaning of Rule 144A purchasing for its own account or for the account of a
"qualified institutional buyer," which purchaser is aware that the sale to it is
being made in reliance upon Rule 144A, in a transaction meeting the requirements
of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or any other applicable jurisdiction.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Underwriter and the Depositor.



                                              __________________________________
                                              [Name of Transferor]


                                              By: ______________________________
                                                     Name:
                                                     Title:



Dated:  ____________________________






                                      G-1



<PAGE>


                                    EXHIBIT H

                         FORM OF PURCHASER'S LETTER FOR
                        INSTITUTIONAL ACCREDITED INVESTOR


                                      Date



Dear Sirs:


         In connection with our proposed purchase of $______________ principal
amount of Merrill Lynch Mortgage Investors Trust Series MLCC 2004-1 Mortgage
Pass-Through Certificates (the "Privately Offered Certificates") of Merrill
Lynch Mortgage Investors, Inc. (the "Depositor"), we confirm that:

         (1) We understand that the Privately Offered Certificates have not
been, and will not be, registered under the Securities Act of 1933, as amended
(the "Securities Act"), and may not be sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell any Privately Offered
Certificates within two years of the later of the date of original issuance of
the Privately Offered Certificates or the last day on which such Privately
Offered Certificates are owned by the Depositor or any affiliate of the
Depositor we will do so only (A) to the Depositor, (B) to "qualified
institutional buyers" (within the meaning of Rule 144A under the Securities Act)
in accordance with Rule 144A under the Securities Act ("QIBs"), (C) pursuant to
the exemption from registration provided by Rule 144 under the Securities Act,
or (D) to an institutional "accredited investor" within the meaning of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not
a QIB (an "Institutional Accredited Investor") which, prior to such transfer,
delivers to the Certificate Registrar under the Pooling and Servicing Agreement,
dated as of November 1, 2004 (the "Agreement"), among Merrill Lynch Mortgage
Investors, Inc., as Depositor, Cendant Mortgage Corporation, as Servicer and
Wells Fargo Bank, N.A., as Trustee, a signed letter in the form of this letter;
and we further agree, in the capacities stated above, to provide to any person
purchasing any of the Privately Offered Certificates from us a notice advising
such purchaser that resales of the Privately Offered Certificates are restricted
as stated herein.

         (2) We understand that, in connection with any proposed resale of any
Privately Offered Certificates to an Institutional Accredited Investor, we will
be required to furnish to the Certificate Registrar a certification from such
transferee in the form hereof to confirm that the proposed sale is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. We further understand that the
Privately Offered Certificates purchased by us will bear a legend to the
foregoing effect.

         (3) We are acquiring the Privately Offered Certificates for investment
purposes and not with a view to, or for offer or sale in connection with, any
distribution in violation of the Securities Act. We have such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of our investment in the Privately Offered Certificates,





                                      H-1
<PAGE>



and we and any account for which we are acting are each able to bear the
economic risk of such investment.

         (4) We are an Institutional Accredited Investor and we are acquiring
the Privately Offered Certificates purchased by us for our own account or for
one or more accounts (each of which is an Institutional Accredited Investor) as
to each of which we exercise sole investment discretion.

         (5) We have received such information as we deem necessary in order to
make our investment decision.

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

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








                                      H-2
<PAGE>



         You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.


                                            Very truly yours,


                                            _______________________________
                                            [Purchaser]


                                            By: ___________________________
                                            Name:
                                            Title:








                                      H-3
<PAGE>



                                    EXHIBIT I

                        FORM OF ERISA TRANSFER AFFIDAVIT



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


         The undersigned, being first duly sworn, deposes and says as follows:

         1. The undersigned is the ______________________ of ______________ (the
"Investor"), a [corporation duly organized] and existing under the laws of
__________, on behalf of which he makes this affidavit.

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

         3. The Investor hereby acknowledges that under the terms of the Pooling
and Servicing Agreement dated as of November 1, 2004 (the "Agreement"), among
Merrill Lynch Mortgage Investors, Inc., as Depositor, Cendant Mortgage
Corporation, as Servicer and Wells Fargo Bank, N.A., as Trustee, no transfer of
the ERISA-Restricted Certificates shall be permitted



                                      I-1
<PAGE>



to be made to any person unless the Certificate Registrar has received a
certificate from such transferee in the form hereof.









                                      I-2
<PAGE>



         IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to proper authority, by its duly authorized
officer, duly attested, this ____ day of _______________ 20___.


                                              __________________________________
                                              [Investor]


                                              By: ______________________________
                                                  Name:
                                                  Title:


ATTEST:

__________________________



STATE OF                  )
                          )     ss.:
COUNTY OF                 )


         Personally appeared before me the above-named ________________, known
or proved to me to be the same person who executed the foregoing instrument and
to be the ____________________ of the Investor, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the
Investor.

         Subscribed and sworn before me this _____ day of _________ 20___.


                                              __________________________________
                                              NOTARY PUBLIC


                                              My commission expires the
                                              _____ day of __________, 20___.









                                      I-3
<PAGE>




                                    EXHIBIT J

                        FORM OF LETTER OF REPRESENTATIONS
                        WITH THE DEPOSITORY TRUST COMPANY

                             [INTENTIONALLY OMITTED]














                                      J-1



<PAGE>



                                    EXHIBIT K

                          FORM OF INITIAL CERTIFICATION
            MERRILL LYNCH MORTGAGE INVESTORS TRUST SERIES MLCC 2004-1



                                ___________, 2004


                  To:           Merrill Lynch Mortgage Investors, Inc.

                                250 Vesey Street

                                4 World Financial Center, 10th Floor

                                New York, New York 10080



                                Cendant Mortgage Corporation

                                3000 Leadenhall Road

                                Mt. Laurel, New Jersey 08054



                                Merrill Lynch Mortgage Lending, Inc.

                                250 Vesey Street

                                4 World Financial Center, 10th Floor

                                New York, New York 10080



         Reference is made to the Pooling and Servicing Agreement among Merrill
Lynch Mortgage Investors, Inc. (the "Depositor"), Cendant Mortgage Corporation
(the "Servicer") and Wells Fargo Bank, N.A., as trustee (the "Trustee"), dated
as of November 1, 2004 (the "Agreement"), pursuant to which the Depositor has
delivered to the Trustee, with respect to each Mortgage Loan set forth on
Schedule A hereto (the "Mortgage Loan Schedule"), the documents set forth in
Section 2.01 of the Agreement.

         With respect to each Mortgage Loan listed on the Mortgage Loan Schedule
and except as otherwise noted on the Schedule of Exceptions set forth on
Schedule B hereto, the Trustee confirms that (1) the Trustee has received all of
the documents required to be delivered to the Trustee pursuant to Section 2.01
of the Agreement, (2) the Trustee has reviewed each Trustee's Mortgage File in
accordance with Section 2.02(a) of the Agreement, and the documents contained



                                      K-1
<PAGE>



in each Trustee's Mortgage File conform to the requirements set forth in such
Section 2.02(a), and (3) the Trustee has physical possession of the documents in
each Trustee's Mortgage File. The Trustee has not independently verified the
validity, enforceability, sufficiency, recordability, due authorization or
genuineness or any document in any Trustee's Mortgage File or any related
Mortgage Loan, nor the collectibility, insurability, effectiveness or
suitability of any related Mortgage Loan.








                                      K-2
<PAGE>



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

                                  WELLS FARGO BANK, N.A.,
                                  as Trustee

                                  By: _______________________________
                                  Name: _____________________________
                                  Title: ____________________________











                                      K-3
<PAGE>



                                    EXHIBIT L

                           FORM OF FINAL CERTIFICATION
            MERRILL LYNCH MORTGAGE INVESTORS TRUST SERIES MLCC 2004-1


                               _____________, 2004


                  To:           Merrill Lynch Mortgage Investors, Inc.

                                250 Vesey Street

                                4 World Financial Center, 10th Floor

                                New York, New York 10080



                                Cendant Mortgage Corporation

                                        3000 Leadenhall Road

                                Mt. Laurel, New Jersey 08054



                                Merrill Lynch Mortgage Lending, Inc.

                                250 Vesey Street

                                4 World Financial Center, 10th Floor

                                New York, New York 10080



         Reference is made to the Pooling and Servicing Agreement among Merrill
Lynch Mortgage Investors, Inc. (the "Depositor"), Cendant Mortgage Corporation
(the "Servicer") and Wells Fargo Bank, N.A., as Trustee (the "Trustee"), dated
as of November 1, 2004 (the "Agreement"), pursuant to which the Depositor has
delivered to the Trustee, with respect to each Mortgage Loan set forth on
Schedule A hereto (the "Mortgage Loan Schedule"), the documents set forth in
Section 2.01 of the Agreement.

         With respect to each Mortgage Loan listed on the Mortgage Loan Schedule
and except as otherwise noted on the Schedule of Exceptions set forth on
Schedule B hereto, the Trustee confirms that (1) the Trustee has received all of
the documents required to be delivered to the Custodian pursuant to Section 2.01
of the Agreement, (2) the Trustee has reviewed each Trustee's Mortgage File in
accordance with Section 2 of Amendment No. 1 to the Custodial Agreement, and the
documents contained in each Trustee's Mortgage File conform to the requirements
set



                                      L-1
<PAGE>



forth in such Section 2, and (3) the Trustee has physical possession of the
documents in each Trustee's Mortgage File. The Trustee has not independently
verified the validity, enforceability, sufficiency, recordability, due
authorization or genuineness or any document in any Trustee's Mortgage File or
any related Mortgage Loan, nor the collectibility, insurability, effectiveness
or suitability of any related Mortgage Loan.







                                      L-2
<PAGE>



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

                                WELLS FARGO BANK, N.A.,
                                as Trustee

                                By: _______________________________________
                                Name:  ____________________________________
                                Title: ____________________________________








                                      L-3
<PAGE>



                                    EXHIBIT M

                           LIST OF SERVICING OFFICERS

                             [INTENTIONALLY OMITTED]












                                      M-1


<PAGE>



                                    EXHIBIT N

                               REQUEST FOR RELEASE


                  To:           Wells Fargo Bank, N.A.

                                1015 10th Avenue S.E.

                                Minneapolis, Minnesota 55414

                                (Attention:  Merrill Lynch Mortgage  Investors
                                Trust Series MLCC 2004-1)


                                Re:          Pooling and Servicing Agreement,
                                        dated as of November 1, 2004, among
                                        Merrill Lynch Mortgage Investors,
                                        Inc., as Depositor, Cendant
                                        Mortgage Corporation, as Servicer
                                        and Wells Fargo Bank, N.A., as
                                        Trustee


         In connection with the administration of the pool of Mortgage Loans
held by you as Trustee for the benefit of Certificateholders, we request the
release of the (Trustee's Mortgage File/[specify documents]) for the Mortgage
Loan described below, for the reason indicated.

File/document to be sent to:

                  [Company]
                  [Address]
                  [Attn:]
                  [Telephone Number ____]

MORTGAGOR'S NAME, ADDRESS & ZIP CODE:

MORTGAGE LOAN NUMBER:

REASON FOR REQUESTING DOCUMENTS (check one)

                  1.  ______                 Mortgage Loan Paid in Full


                                             ([Seller/Depositor] [Servicer],
                                        hereby certifies that all amounts
                                        received in connection therewith have
                                        been credited to the Custodial Account
                                        or the Distribution Account, as
                                        applicable.)




                                      N-1
<PAGE>



                  2. ______                  Mortgage Loan in Foreclosure


                  3. ______                  Mortgage Loan Repurchased or
                                             Substituted For

                                             ([Seller/Depositor] [Servicer],
                                        hereby certifies that any applicable
                                        repurchase price or substitution
                                        shortfall amount has been credited to
                                        the Custodial Account or the
                                        Distribution Account, as applicable.)


                  ______ 4.                  Mortgage Loan Liquidated

                                             ([Seller/Depositor] [Servicer],
                                        hereby certifies that all proceeds of
                                        foreclosure, insurance or other
                                        liquidation have been finally received
                                        and credited to the Custodial Account or
                                        the Distribution Account, as
                                        applicable.)


                  ______ 5.                  Other (explain)

                                             If box 1, 2 or 3 above is
                                        checked, and if all or part of the
                                        Trustee's Mortgage File was previously
                                        released to us, please release to us our
                                        previous receipt on file with you, as
                                        well as any additional documents in your
                                        possession relating to the above
                                        specified Mortgage Loan.


                                             If box 4 or 5 above is checked,
                                        upon our return of all of the above
                                        documents to you as Trustee, please
                                        acknowledge your receipt by signing in
                                        the space indicated below, and returning
                                        this form.


                                                 [SELLER/DEPOSITOR]
                                                 [SERVICER]


                                                 By: __________________________
                                                 Date: ________________________



                                      N-2
<PAGE>



Documents returned to Trustee:


__________________________________,
as Trustee


By:   _____________________________
Date: _____________________________








                                      N-3
<PAGE>




                                    EXHIBIT O

                               CUSTODIAL AGREEMENT



         THIS CUSTODIAL AGREEMENT dated as of November 30, 2004 (this
"Agreement"), between MERRILL LYNCH MORTGAGE LENDING, INC. ("MLML") having an
address at 4 World Financial Center, New York, New York 10281 and WELLS FARGO
BANK, N.A. ("Custodian"), having an address at Sixth and Marquette, Minneapolis,
Minnesota 55479- 0031.

                              PRELIMINARY STATEMENT

         MLML may, from time to time, purchase certain Mortgage Loans from third
party sellers pursuant to the terms and conditions of certain mortgage loan
purchase agreements entered into between MLML and such third parties (each, a
"Purchase Agreement"). MLML desires that the Custodian act as custodian with
respect to the documents for the Mortgage Loans delivered from time to time to
the Custodian hereunder, and the Custodian desires to act as custodian with
respect to the documents for the Mortgage Loans.

         NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and for other good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, the parties hereto hereby agree as
follows:

         1. Definitions.

         "Additional Collateral Mortgage Loan": Each Mortgage Loan that is
either a Mortgage 100sm Loan or Parent Power(R) Mortgage Loan as to which the
Additional Collateral is provided. For purposes hereof, the term "Additional
Collateral" shall mean (i) with respect to any Mortgage 100sm Loan, the
marketable securities subject to a security interest pursuant to the related
Mortgage 100sm Pledge Agreement, or (ii) with respect to any Parent Power(R)
Mortgage Loan, the related Parent Power(R) Agreement.

         "Agreement": This Custodial Agreement and all amendments and
attachments hereto and supplements hereof.

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

         "Business Day": Any day other than (i) a Saturday or Sunday, or (ii) a
day on which banking or savings associations in the State of New Jersey or the
State of Minnesota are authorized or obligated by law or executive order to be
closed.

         "Closing Date": With respect to each Mortgage Loan, the date upon which
the MLML completes the purchase of such Mortgage Loan.

         "Custodian": Wells Fargo Bank, N.A., or its successor in interest or
assigns.




                                      O-1
<PAGE>



         "Custodian's Mortgage File": As to each Mortgage Loan, all Mortgage
Loan documents delivered to the Custodian pursuant hereto and held by the
Custodian with respect to each Mortgage Loan.

         "Cut-off Date": With respect to each Mortgage Loan, the first day of
the month in which the related Delivery Date occurs or such other date specified
by the Registered Holder.

         "Delivery Date": The date on which MLML delivers or causes to be
delivered to the Custodian the Mortgage Loans listed on the related Mortgage
Loan Schedule.

         "Exception Report": The Exception Report prepared by the Custodian as
an annex to the Trust Receipt which lists all exceptions with respect to the
Mortgage Loan Schedule and attached thereto as Schedule B, as updated from time
to time in accordance with Section 4 hereof.

         "First Mortgage Loan": A Mortgage Loan that is secured by a first lien
on the Mortgaged Property securing the related Mortgage Note.

         "Gross Margin": With respect to each adjustable rate Mortgage Loan, the
fixed number of basis points set forth in the Mortgage Loan Schedule that is
added to the Index on each Interest Rate Adjustment Date in accordance with the
terms of the related Mortgage Note to determine the Mortgage Interest Rate for
such Mortgage Loan, subject to any applicable Periodic Rate Cap or Lifetime Rate
Cap.

         "Index": With respect to each adjustable rate Mortgage Loan, a rate per
annum to which the Gross Margin is added on each Interest Rate Adjustment Date
to determine the new Mortgage Interest Rate for such Mortgage Loan.

         "Interest Rate Adjustment Date": With respect to each adjustable rate
Mortgage Loan, the date on which the Mortgage Interest Rate is adjusted in
accordance with the terms of the related Mortgage Note.

         "Lifetime Rate Cap": With respect to each adjustable rate Mortgage
Loan, the maximum Mortgage Interest Rate that may be borne thereby, as set forth
in the related Mortgage Note.

         "Loan-to-Value Ratio": With respect to any First Mortgage Loan, as of
any date of determination, the ratio on such date of the outstanding principal
balance of such Mortgage Loan to the Appraised Value of the related Mortgaged
Property.

         "Mortgage": The mortgage, deed of trust or other instrument creating a
first or second lien on real property securing the Mortgage Note.

         "Mortgage Interest Rate": The annual rate at which interest accrues on
any Mortgage Loan and with respect to any adjustable rate Mortgage Loan, as such
annual rate may be adjusted on any Interest Rate Adjustment Date and subject to
the limitations on such interest rate imposed by any Lifetime Rate Cap or any
Periodic Rate Cap.

         "Mortgage Loan": An individual Mortgage Loan, including but not limited
to all documents included in the Custodian's Mortgage File, monthly payments,
principal prepayments, proceeds from REO Dispositions and any and all rights,
benefits, proceeds and obligations arising therefrom or in connection therewith,
and which is the subject of this Agreement.




                                      O-2
<PAGE>



         "Mortgage Loan Schedule": The list of Mortgage Loans purchased by MLML
from a third party seller from time to time that are subject to this Agreement
which list shall set forth the following information with respect to each
Mortgage Loan:

                           (i) the loan number;

                           (ii) [Reserved]

                           (iii) the street address of the Mortgaged Property,
                  including city, state and zip code, if available;

                           (iv) the Mortgage Interest Rate at origination and,
                  in the case of an adjustable rate Mortgage Loan, the Mortgage
                  Interest Rate in effect as of the related Cut-off Date, which
                  rate may vary from that reflected in the Mortgage and Note;

                           (v) for each adjustable rate Mortgage Loan, the first
                  Interest Rate Adjustment Date;

                           (vi) for each adjustable rate Mortgage Loan, the
                  Gross Margin;

                           (vii) for each adjustable rate Mortgage Loan, the
                  Lifetime Rate Cap, if applicable;

                           (viii) for each adjustable rate Mortgage Loan, the
                  Periodic Rate Cap, if applicable;

                           (ix) the original term to maturity and remaining term
                  to maturity;

                           (x) the original principal balance;

                           (xi) the first payment due date;

                           (xii) the maturity date;

                           (xiii) the monthly payment in effect as of the
                  related Cut-off Date;

                           (xiv) the principal balance as of the related Cut-off
                  Date;

                           (xv) as to any First Mortgage Loan the Loan-to-Value
                  Ratio at origination;

                           (xvi) a code indicating whether the Mortgaged
                  Property is occupied by the Mortgagor;

                           (xvii) a code indicating the type of Residential
                  Dwelling;

                           (xviii) a code indicating the purpose of the Mortgage
                  Loan;

                           (xix) a code indicating the Mortgage Loan
                  documentation type (i.e. limited documentation, full
                  documentation, easy documentation, etc.); and





                                      O-3
<PAGE>



                           (xx) for each adjustable rate Mortgage Loan, a code
                  indicating the type of Index.

         "Mortgage Note": The note evidencing the indebtedness of a Mortgagor
secured by a Mortgage.

         "Mortgaged Property": The underlying real property securing repayment
of a Mortgage Note, consisting of a fee simple estate in a single parcel of real
property improved by a Residential Dwelling.

         "Mortgagor": The obligor on a Mortgage Note, the owner of the Mortgaged
Property and the grantor or mortgagor named in the related Mortgage and such
grantor's or mortgagor's successor in title to the Mortgaged Property.

         "Opinion of Counsel": A document signed by an attorney, explaining the
attorney's understanding of the law as applicable to a state of facts submitted
for the purpose of an opinion.

         "Periodic Rate Cap": With respect to each adjustable rate Mortgage Loan
as to which the related Mortgage Loan Schedule indicates the existence of a
Periodic Rate Cap, the provision of the related Mortgage Note that provides for
a maximum amount by which the Mortgage Interest Rate may increase (or, if so
indicated on such Mortgage Loan Schedule, decrease) on an Interest Rate
Adjustment Date above (or below) the Mortgage Interest Rate in effect
immediately prior to such Interest Rate Adjustment Date.

         "Pledge Agreement": Any Mortgage 100 Pledge Agreement, Parent Power
Guaranty and Security Agreement for Securities Account, or Parent Power Guaranty
Agreement for Real Estate related to an Additional Collateral Mortgage Loan.

         "Registered Holder": MLML, its successors in interest or assigns, in
whole or in part, as the case may be.

         "Residential Dwelling": Any one of the following: (i) a detached
one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a
one-family dwelling unit in a Fannie Mae-eligible condominium project, or (iv) a
detached one-family dwelling in a planned unit development, none of which is a
co-operative.

         "Second Mortgage Loan": A Mortgage Loan that is secured by a second
lien on the Mortgaged Property securing the related Mortgage Note.

         "Trust Receipt": A trust receipt in the form annexed hereto as EXHIBIT
ONE delivered to MLCC by the Custodian covering all of the Mortgage Loans
subject to this Custodial Agreement from time to time, as reflected in the
Mortgage Loan Schedule and Exception Report attached thereto in accordance with
SECTION 4(B).

         2. Delivery of Mortgage Loan Schedule and Custodian's Mortgage File.

         MLML may, from time to time, deliver or cause to be delivered to the
Custodian a Mortgage Loan Schedule and the following documents for each Mortgage
Loan listed on such Mortgage Loan Schedule, to be held by the Custodian for the
benefit of the Registered Holder, as the owner thereof:





                                      O-4
<PAGE>



                           (a) The original Mortgage Note endorsed, "Pay to the
order of ___________, without recourse" and signed in the name of the name of
last endorsee, by an authorized officer of the last endorsee. If the Mortgage
Loan was acquired by the last endorsee in a merger or other type of acquisition,
the endorsement must be by "[name of last endorsee], successor [by merger to or
in interest to, as applicable] [name of predecessor]"; and if the Mortgage Loan
was acquired or originated by the last endorsee while doing business under
another name, the endorsement must be by "[name of last endorsee], successor in
interest to [previous name]." The Mortgage Note shall include all intervening
endorsements showing a complete chain of title from the originator to the last
endorsee.

                           (b) The original recorded Mortgage, with evidence of
recording thereon, or, if the original Mortgage has not yet been returned from
the recording office, a copy of the original Mortgage certified by the previous
owner to be a true copy of the original of the Mortgage which has been delivered
for recording in the appropriate recording office of the jurisdiction in which
the Mortgaged Property is located.

                           (c) The original Assignment of each Mortgage,
executed in blank by either MLML or its Servicer. If the Mortgage Loan was
acquired by the last endorsee in a merger or other type of acquisition, the
assignment must be by "[name of last assignee], successor [by merger to or in
interest to, as applicable] [name of predecessor]"; and if the Mortgage Loan was
acquired or originated by the last endorsee while doing business under another
name, the assignment must be by "[name of last assignee], successor in interest
to [previous name]."

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

                           (e) Originals of any intervening assignments of the
Mortgage, with evidence of recording thereon or, if the original intervening
assignment has not yet been returned from the recording office, a copy of such
assignment certified by the Seller to be a true copy of the original of the
assignment which has been delivered for recording in the appropriate recording
office of the jurisdiction in which the Mortgaged Property is located.

                           (f) With respect to a Mortgage Loan that, according
to the Mortgage Loan Schedule is covered by a primary mortgage insurance policy,
the original or a copy of primary mortgage insurance certificate, if any.

                           (g) If indicated on the Mortgage Loan Schedule,
originals of all assumption and modification agreements, if any, with originals
or copies of the underlying instruments being modified.

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

                                    1. Copy of the related Mortgage 100 Pledge
Agreement for Securities Account or the Parent Power Guaranty and Security
Agreement for Securities Account or the Parent Power Guaranty Agreement for Real
Estate, as the case may be;

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

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





                                      O-5
<PAGE>



                                    4. For loans originated by a correspondent
lender, an original assignment of security interest of the related Mortgage 100
Pledge Agreement or Parent Power Agreement, as the case may be.

                           (i) With respect to each Cooperative Loan:

                                    1. the original proprietary lease;

                                    2. the original recognition agreement;

                                    3. the original security agreement;

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

                                    5. the original cooperative stock
certificate and stock power executed by borrower in blank;

                                    6. the original UCC-1 Financing Statements;
and

                                    7. the original UCC-3 Financing Statements.

                           (j) Power of Attorney, if applicable.

         From time to time, MLML shall forward or cause to be forwarded to the
Custodian additional documents, original or otherwise, evidencing an assumption
or modification of a Mortgage Loan which documents shall become part of the
Custodian's Mortgage File.

         3. OBLIGATIONS OF THE CUSTODIAN.

                           (k) With respect to each Custodian's Mortgage File,
the Custodian is exclusively the custodian for the Registered Holder from and
after the related Delivery Date. The Custodian shall hold all documents
constituting the Custodian's Mortgage File received by it for the exclusive use
and benefit of the Registered Holder, and shall make disposition thereof only in
accordance with this Agreement and the instructions furnished by the Registered
Holder. The Custodian shall segregate and maintain continuous custody of all
documents constituting the Custodian's Mortgage File received by it in secure
and fire-resistant facilities in accordance with customary standards for such
custody. The Custodian represents and warrants that it will verify the receipt
of required documents, the accuracy of certain information, and indicate
discrepancies pursuant to the custody receipt requirements herein. The Custodian
makes no representations or warranties as to, and shall not be responsible to,
verify: (i) the validity, legality, enforceability, sufficiency, recordability,
due authorization or genuineness of any of the documents contained in each
Custodian's Mortgage File or any of the Mortgage Loans or (ii) the
collectibility, insurability, effectiveness or suitability of any such Mortgage
Loan. No provision of this Agreement shall be construed to impose on the
Custodian any obligation of a third party seller under this Agreement or a
Purchase Agreement under any circumstances.

                           (l) The Custodian shall, at its own expense, maintain
at all times during the existence of this Agreement and keep in full force and
effect a fidelity bond, errors and omissions insurance, theft and documents
insurance and forgery insurance in amounts and with standard coverage as is
customary for insurance typically maintained by institutions that act as



                                      O-6
<PAGE>



custodians. The minimum coverage under any such bond and insurance policies
shall be at least equal to the corresponding amounts required by the Government
National Mortgage Association, Fannie Mae or Freddie Mac either of the Custodian
or in their respective Seller/Servicing Guides. A certificate of an authorized
officer for the Custodian shall be furnished to the Registered Holder upon
request as evidence of its compliance with any such requirement.

         4. TRUST RECEIPT.

                  (a) The Custodian shall review the documents delivered to it
on each Delivery Date and shall deliver to Registered Holder within the time
frames outlined in exhibit B to this amendment, but prior to Closing Date, a
Mortgage Loan Schedule and Exception Report with respect to the Mortgage Loans,
and the delivery of each Mortgage Loan Schedule and Exception Report by the
Custodian hereunder shall be the Custodian's certification that such Mortgage
Loans are held for MLCC (as Registered Holder) and that, as to each Mortgage
Loan listed in the related Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in such certification
as not covered by the Exception Report), (a) all documents described in
Paragraphs 2(a) through 2(e) and to the extent provided in the Custodian's
Mortgage Files Paragraphs 2(f) through 2(j), if applicable, of this Agreement
are in its possession, (b) such documents have reviewed by it and appear regular
on their face and relate to such Mortgage Loan, (c) based on its examination and
only as to the foregoing documents, the information set forth in terms (i),
(ii), (iii) excluding the zip code requirement, (iv), (vi), (vii), (viii) and
(x) of the definition of "Mortgage Loan Schedule" respecting such Mortgage Loan
is correct, and which as to items (iv) (vi), (viii) and (x) for adjustable rate
Mortgage Loan Documents and (d) each Mortgage Note has been endorsed and each
Assignment has been executed as provided in Paragraph 2 hereof. The Custodian
shall determine whether any discrepancy or deficiency exists with respect to a
Custodian's Mortgage File and shall note such discrepancy on the Exception
Report. The Custodian shall also note on such Exception Report, with respect to
each Mortgage Loan, whether a certified copy of the related Mortgage was
delivered to the Custodian in lieu of the original of such Mortgage, whether a
certified copy of an intervening assignment of the related Mortgage was
delivered to the Custodian in lieu of the original of such assignment, and
whether a preliminary title report with respect to such Mortgage Loan was
delivered to the Custodian in lieu of the original policy of title insurance.
Except as specifically provided above, the Custodian shall be under no duty to
review, inspect or examine such documents to determine that any of them are
enforceable or appropriate for their prescribed purpose.

                  (b) On the date of this Amendment, the Custodian shall deliver
to MLCC, a Trust Receipt with a Mortgage Loan Schedule and Exception Report
attached thereto reflecting all Mortgage Loans subject to the Custodial
Agreement as of such date.

                  (c) Each Mortgage Loan Schedule and Exception Report delivered
by the Custodian to MLCC shall supersede and cancel the Mortgage Loan Schedule
and Exception Report previously delivered by the Custodian to MLCC hereunder,
and shall replace the then existing Mortgage Loan Schedule and Exception Report
to be attached to the Trust Receipt. Notwithstanding anything to the contrary
set forth herein, in the event that the Mortgage Loan Schedule and Exception
Report attached to the Trust Receipt is different from the most recently
delivered Mortgage Loan Schedule and Exception Report, then the most recently
delivered Mortgage Loan Schedule and Exception Report shall control and be
binding upon the parties hereto.





                                      O-7
<PAGE>



                  (d) The Custodian shall deliver to MLCC, electronically a
Mortgage Loan Schedule and Exception Report reflecting any additional Mortgage
Loans received and reviewed in accordance with the procedures set forth in
Section 2(a) hereof.

                  (e) Within five (5) days of receipt of written directions, in
the form attached hereto as Exhibit Six, from the Registered Holder with respect
to all or a portion of the Mortgage Loans owned by such Registered Holder, the
Custodian shall deliver all or any portion of the Custodian's Mortgage Files
held by it to Registered Holder, or to such other party as the Registered Party
may direct, as provided in Paragraph 19, at the place indicated in any such
written direction from the Registered Holder and shall deliver to the Registered
Holder a new Mortgage Loan Schedule and Exception Report, with respect to the
Custodian's Mortgage Files retained by the Custodian. The Registered Holder may
require the Custodian to complete the endorsements on any Mortgage Notes in its
possession and to complete the Assignment of Mortgages prepared by the Servicer
in blank, within a reasonable period of time. The cost of this shall be
reimbursed by the Registered Holder. A list of authorized signatures for such
written directions has been furnished to the Custodian by the Registered Holder
pursuant to Paragraph 20 hereof. Upon the Custodian's receipt of such written
notification from the Registered Holder that the Registered Holder has sold any
or all of the Mortgage Loans, which notification shall be accompanied by a
Mortgage Loan Schedule identifying such Mortgage Loans, the Custodian shall
change its records to reflect that such purchaser is the owner of such Mortgage
Loans and shall immediately, upon the direction of such Registered Holder,
either deliver the related Custodian's Mortgage Files to such purchaser at the
expense of such purchaser or issue a Mortgage Loan Schedule and Exception Report
in the name of such purchaser. Such purchaser, as a Registered Holder, shall be
required to simultaneously furnish to the Custodian a list of authorized
signatures for written directions pursuant to Paragraph 20 hereof. The Custodian
shall then deliver to the Registered Holder a new Mortgage Loan Schedule and
Exception Report, reflecting all Mortgage Loans with respect to which the
Custodian still holds the related Custodian's Mortgage Files on behalf of the
Registered Holder. The Registered Holder and the Custodian agree herein that any
purchaser of any or all of the Mortgage Loans shall succeed to the rights and
obligations of the Registered Holder under this Agreement with respect to such
Mortgage Loans upon receipt of its own Trust Receipt and Mortgage Loan Schedule
and Exception Report, as further specified in Paragraph 15 hereof.

         5. FEES AND EXPENSES OF THE CUSTODIAN.

         It is understood that the Custodian will charge such fees for its
services under this Agreement as are set forth in a separate agreement between
the Custodian and MLML, the payment of which, together with the Custodian's
expenses in connection herewith, shall be solely the obligation of the
Registered Holder with respect to the related Mortgage Loans.

         6. REMOVAL OF THE CUSTODIAN.

         Any Registered Holder with respect to all or a portion of the Mortgage
Loans owned by such Registered Holder, with or without cause, may, upon thirty
(30) days' written notice to the Custodian, remove and discharge or any
successor Custodian thereafter appointed, as to such portion or all of the
Mortgage Loans the Custodian, from the performance of its duties under this
Agreement. In the event of any such removal, upon tender of the Custody Receipts
and satisfaction of any outstanding fees and expenses of the Custodian, the
Custodian shall promptly transfer to such Registered Holder or to a successor
Custodian appointed by such Registered Holder at the expense of such Registered
Holder, as directed by such Registered Holder in



                                      O-8
<PAGE>




writing, all Custodian's Mortgage Files related to the Mortgage Loans as to
which the Custodian is being terminated.

         7. EXAMINATION OF THE CUSTODIAN'S MORTGAGE FILE.

         Upon reasonable prior written notice to the Custodian, but not less
than two (2) Business Day, any Registered Holder with respect to all or a
portion of the Mortgage Loans owned by such Registered Holder and its agents,
accountants, attorneys, auditors, prospective purchasers, and third-party
contractors authorized by such Registered Holder will be permitted, during
normal business hours, to examine the Custodian's Mortgage Files, documents,
records and other papers in the possession of or under the control of the
Custodian relating to any or all of the Mortgage Loans for which the Custodian
holds the related Custodian's Mortgage File for such Registered Holder at the
expense of the inspecting party.

         8. COUNTERPARTS.

         For the purpose of facilitating the execution of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original and all of which together shall constitute and be
one and the same instrument.

         9.       PERIODIC STATEMENTS.

         Upon the request of any Registered Holder at any other time with at
least two (2) Business Days' notice to the Custodian, the Custodian shall
provide to the Registered Holder with respect to all or a portion of the
Mortgage Loans owned by such Registered Holder, a list of all of the Mortgage
Loans for which the Custodian holds a Custodian's Mortgage File pursuant to this
Agreement. Such list may be in the form of a copy of the Mortgage Loan Schedule
with manual deletions to denote specifically any Mortgage Loans paid off,
liquidated or repurchased or otherwise released by the Custodian since the date
of this Agreement.

         10. GOVERNING LAW.

         This Agreement shall be construed in accordance with the laws of the
State where MLML is headquartered, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

         11. COPIES OF MORTGAGE DOCUMENTS.

         Upon the request of the Registered Holder with respect to all or a
portion of the Mortgage Loans owned by such Registered Holder, and at the cost
and expense of such party, the Custodian shall provide such Registered Holder
with copies or originals as provided in Section 21 hereof, of the Mortgage
Notes, Mortgages, Assignments and other documents to the extent that such
documents are part of the Custodian's Mortgage File relating to one or more of
the Mortgage Loans.

         12. NO ADVERSE INTEREST OF CUSTODIAN.

         By execution of this Agreement, the Custodian represents, warrants and
covenants that it currently does not hold, and during the existence of this
Agreement shall not hold, any adverse interest, by way of security or otherwise,
in any Mortgage Loan.





                                      O-9
<PAGE>



         13. TERMINATION BY CUSTODIAN.

         The Custodian may terminate its obligations under this Agreement upon
at least sixty (60) days' notice to the Registered Holder with respect to all or
a portion of the Mortgage Loans owned by such Registered Holder. The Custodian
shall then be responsible for all costs associated with such termination,
including costs associated with the transfer of the Custodial Files. If, in the
event of such termination, the Registered Holder shall appoint a successor
Custodian within such sixty day period, then upon such appointment and tender of
the related Custody Receipts, the Custodian shall promptly transfer to such
successor Custodian, as directed by the Registered Holder with respect to all or
a portion of the Mortgage Loans owned by such Registered Holder, all of the
Custodian's Mortgage Files being administered under this Agreement and shall
either complete the Assignments and endorse the Mortgage Notes as directed by
the Registered Holder or allow the Registered Holder or its agents or attorneys,
access to the Custodian's Mortgage Files for such purpose. Notwithstanding the
foregoing, if the Registered Holder fails to appoint a Custodian within such
sixty day period, the Custodian may petition any court of competent jurisdiction
for the appointment of a successor Custodian.

         14. TERMINATION OF AGREEMENT.

         This Agreement shall terminate upon the earlier of (a) the final
payment or other liquidation (or advance with respect thereto) of the last
Mortgage Loan, (b) the disposition of all property acquired upon foreclosure or
by deed in lieu of foreclosure of the last Mortgage Loan, or (c) the delivery by
the Custodian of the last Custodian's Mortgage File pursuant to the direction of
the Registered Holder hereunder. In such event the Registered Holder with
respect to all or a portion of the Mortgage Loans owned by such Registered
Holder shall so notify the Custodian and tender the Mortgage Loan Schedule and
Exception Report, and thereafter all documents remaining in the Custodian's
Mortgage Files shall be forwarded to the Registered Holder.

         15. ASSIGNMENT OF AGREEMENT.

         The Registered Holder with respect to all or a portion of the Mortgage
Loans owned by such Registered Holder shall have the right to assign, in whole
or in part, its interests under this Agreement with respect to some or all of
the Mortgage Loans, and to designate any person (such person, an "Assignee") or
exercise any rights of the Registered Holder hereunder, and such assignee or
designee shall accede to the rights and obligations hereunder of the Registered
Holder with respect to such Mortgage Loans. All references to the Registered
Holder shall be deemed to include its assignee or designee. In connection with
any such assignment, the Registered Holder with respect to all or a portion of
the Mortgage Loans owned by such Registered Holder, the Custodian shall issue
(a) a Trust Receipt in the form of Exhibit One hereto with a Mortgage Loan
Schedule and Exception Report with respect to the Mortgage Loans subject to such
assignment to the Assignee and (b) an updated Mortgage Loan Schedule and
Exception Report to the assigning Registered Holder with respect to the Mortgage
Loans which the Custodian holds for the Registered Holder. The Custodian may not
assign its interest or delegate its duties under this Agreement without the
prior written consent of the Registered Holder. In the event of any such
assignment or delegation, the Registered Holder shall not be responsible for any
fees of the successor Custodian in excess of the fees formerly paid by the
Registered Holder to the Custodian.

         16. NOTICE.





                                      O-10
<PAGE>



         All demands, notices and communications hereunder shall be in writing
and shall be sent to the other party at the address shown on the first page
hereof, or such other address as may hereafter be furnished to the other party
by written notice given to the other party hereto in a notice complying with the
terms and provisions of this Section 16 or on an Exhibit Six notice provided
pursuant to Section 4(c).

         Any such demand, notice or communication hereunder shall be deemed
conclusively to have been given if personally delivered at or mailed by
registered mail, postage prepaid, and return receipt requested or transmitted by
telex, telegraph or facsimile transmission and by a similar writing to the other
party at its address as described in Subclause (a).

         17.      INDEMNIFICATION.

                           (m) Neither the Custodian nor any of its directors,
officers, agents or employees, shall be liable for any action taken or omitted
to be taken by it or them hereunder or in connection herewith in good faith and
believed by it or them to be within the purview of this Agreement, except for
its or their own negligence, lack of good faith or willful misconduct.

                           (n) The Registered Holder and the Custodian agree to
indemnify and hold each other and their respective directors, officers, agents
and employees harmless against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever, including reasonable attorney's fees, that may
be imposed on, incurred by, or asserted against it or them in any action taken
or not taken by it or them hereunder. This indemnification shall include, but
not be limited to, the claims of third parties arising from or related to this
Agreement or the Mortgage Loans. This indemnification applies if such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses, disbursements, or claims were imposed on, incurred by or
asserted against the party seeking indemnification because of the breach of the
obligations, negligence, lack of good faith or willful misconduct of the other
party or any of its directors, officers, agents or employees. The foregoing
indemnification shall survive any termination of this Agreement and the
resignation or removal of the Custodian.

                           (o) In the event that the Custodian fails to produce
a Mortgage Note, Assignment of Mortgage or any other document related to a
Mortgage Loan that was in its possession pursuant to Section 2 within four (4)
Business Days after required or requested by the Registered Holder or its
Servicer (a "Custodial Delivery Failure"), and provided that (i) Custodian
previously delivered to the Registered Holder a Mortgage Loan Schedule and
Exception Report which did not list such document as an exception; (ii) such
document is not outstanding pursuant to a request for release in the form
annexed hereto as Exhibit Five; and (iii) such document was held by the
Custodian on behalf of the Registered Holder, then the Custodian shall: (a) with
respect to any missing Mortgage Note, promptly deliver to the Registered Holder
upon request, a Lost Note Affidavit in the form of Exhibit Seven hereto and (b)
with respect to any missing document related to such Mortgage Loan, including
but not limited to a missing Mortgage Note, (1) indemnify the Registered Holder,
and its successor in interest, in accordance with the succeeding paragraph and,
(2) obtain and maintain an insurance bond in the name of the Registered Holder,
and its successors in interest and assigns, insuring against any losses
associated with the loss of such document, in an amount equal to the then
outstanding principal balance of the related Mortgage Loan or such lesser amount
requested by the Registered Holder, at the Registered Holder's sole option, at
any time the long term obligations of the Custodian are rated below the second
highest rating category of Moody's Investors Service, Inc. or Standard and
Poor's Ratings Group, a division of McGraw-Hill, Inc.





                                      O-11
<PAGE>



                           (p) The Custodian agrees to indemnify and hold the
Registered Holder, and its designees, harmless against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever, including reasonable
attorney's fees, that may be imposed on, incurred by, or asserted against it or
them in any way relating to or arising out of a Custodial Delivery Failure, as
defined herein, or the Custodian's negligence, lack of good faith or willful
misconduct. The forgoing indemnification shall survive any termination or
assignment of this Agreement.

         18. RELIANCE OF CUSTODIAN.

         In the absence of bad faith on the part of the Custodian, the Custodian
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any request, instructions, certificate,
opinion or other document furnished to the Custodian, reasonably believed by
Custodian to be genuine and to have been signed or presented by the proper party
or parties and conforming to the requirements of this Agreement. No
representations, warranties, covenants or obligations of the Custodian shall be
implied with respect to this Agreement or the Custodian's services hereunder.

         19. TRANSMISSION OF CUSTODIAN'S MORTGAGE FILE.

         Written instructions as to the method of shipment and shipper(s)
Custodian is directed to utilize in connection with transmission of mortgage
files and loan documents in the performance of the Custodian's duties hereunder
shall be delivered by the Registered Holder (the "Requesting Party") with
respect to all or a portion of the Mortgage Loans owned by such Registered
Holder to the Custodian prior to any shipment of any mortgage files and loan
documents hereunder. The Registered Holder will arrange for the provision of
such services at its sole cost and expense (or, at Custodian's option, reimburse
Custodian for all costs and expenses incurred by Custodian consistent with such
instructions) and will maintain such insurance against loss or damage to
mortgage files and loan documents as the Requesting Party deems appropriate.
Without limiting the generality of the provisions of Paragraph 17 above, it is
expressly agreed that in no event shall the Custodian have any liability for any
losses or damages to any person, including, without limitation, the Requesting
Party, arising out of actions of the Custodian consistent with instructions of
the Requesting Party. In the absence of any written instructions with respect to
the transmission of the Custodian's Mortgage Files, the parties hereby agree
that the Custodian may utilize any nationally recognized overnight courier
service and shall be entitled to reimbursement from the Registered Holder.

         20. AUTHORIZED REPRESENTATIVE.

         Unless the Registered Holder shall have given the Custodian written
notice to the contrary, each individual designated as an authorized
representative of the Registered Holder with respect to all or a portion of the
Mortgage Loans owned by such Registered Holder, and the Custodian, respectively
(an "Authorized Representative"), is authorized to give and receive notices,
requests and instructions and to deliver certificates and documents in
connection with this Agreement on behalf of the Registered Holder with respect
to all or a portion of the Mortgage Loans owned by such Registered Holder, or
the Custodian, as the case may be, and the specimen signature for each such
Authorized Representative of MLML as the initial Registered Holder and each such
Authorized Representative of the Custodian initially authorized hereunder is set
forth on Exhibit Three and Exhibit Four hereof, respectively. Any subsequent
Registered Holder of the Mortgage Loans shall provide the Custodian specimen
signatures for each Authorized Representative of such Registered Holder. From
time to time, the Registered Holder and the



                                      O-12
<PAGE>



Custodian may, by delivering to the other party a revised exhibit, change the
information previously given pursuant to this Paragraph, but each of the parties
hereto shall be entitled to rely conclusively on the then current exhibit until
receipt of a superseding exhibit.

         21. RELEASE OF CUSTODIAN'S FILE FOR SERVICING.

         Upon written request by the Registered Holder or its Servicer with
respect to all or a portion of the Mortgage Loans owned by such Registered
Holder, pursuant to the form attached hereto as Exhibit Five, the Custodian
shall use its best efforts to promptly, and in no event no later than two (2)
Business Days after receipt of such written request completed in accordance with
this Agreement, release to the Registered Holder or its Servicer for the
servicing or foreclosure of any of the Mortgage Loans the related Custodian's
Mortgage File. All Custodian's Mortgage Files so released to the Registered
Holder's Servicer shall be held by such Servicer in trust for the benefit of the
Registered Holder in accordance with the provisions of a servicing agreement
entered into between the Registered Holder and such Servicer. The Registered
Holder or its Servicer shall return to the Custodian the Custodian's Mortgage
File that has been released to the Registered Holder or its Servicer, when the
Registered Holder's or its Servicer's need therefor in connection with such
servicing or foreclosure no longer exists, unless the Mortgage Loan shall be
liquidated, in which case, upon receipt of a certification to this effect from
the Registered Holder or its Servicer to the Custodian in the form annexed
hereto as Exhibit Five, and the Custodian shall thereupon reflect any such
liquidation on the list of Mortgage Loans maintained by it pursuant to Paragraph
9 of this Agreement.

         Custodian shall not release more than 5% of the number of Mortgage
Loans at any time without additional written consent from Registered Holder.
This limitation shall not apply to the release of Custodial Files upon payment
in full.

         22. RELEASE OF CUSTODIAN'S MORTGAGE FILE FOR PAYMENT.

         Upon the repurchase or substitution of any Mortgage Loan pursuant to a
Purchase Agreement or the payment in full of any Mortgage Loan, which shall be
evidenced by the Custodian's receipt of a request for release, receipt and
certification in the form annexed hereto as Exhibit Five (which certification
shall include a statement to the effect that all amounts received in connection
with such payment or repurchase have been credited to the account of the
Registered Holder), the Custodian shall use its best efforts promptly and in no
event later than two (2) Business Days after receipt of the written request
therefor completed in accordance with this Agreement, release the related
Custodian's Mortgage File to the Registered Holder or, at the request of the
Registered Holder, its Servicer, such repurchase thereupon to be noted on the
list maintained by the Custodian pursuant to Paragraph 9 of this Agreement.

         23. REPRODUCTION OF DOCUMENTS.

         This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, and (b) certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm,
microcard, miniature photographic or other similar process. The parties agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction of such reproduction shall likewise be admissible in evidence.





                                      O-13
<PAGE>



         24.      SEVERABILITY.

         If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, the invalidity
of any such covenant, agreement, provision or term of this Agreement shall in no
way affect the validity or enforceability of the other provisions of this
Agreement; provided, however, that if the invalidity of any covenant, agreement
or provision shall deprive any party of the economic benefit intended to be
conferred by this Agreement, the parties shall negotiate in good faith to
develop a structure the economic effect of which is as nearly as possible the
same as the economic effect of this Agreement.

         25.      AMENDMENT; EXHIBITS.

         This Agreement may be amended from time to time by the parties hereto
only by a written agreement signed by the parties hereto. The exhibits to this
Agreement are hereby incorporated and made a part hereof and are an integral
part of this Agreement.

         26. CAPTIONS.

         Section headings are used herein for convenience only and do not limit
or expand the scope of the provisions herein.

         28. REPRESENTATIONS AND WARRANTIES OF CUSTODIAN.

         Custodian represents and warrants to and covenants with MLML as
follows:

                           (a) Custodian is a corporation duly incorporated,
validly existing and in good standing under the laws of Minnesota.

                           (b) Custodian has full corporate power to execute,
deliver and perform the obligations under this Agreement. MLML may rely on the
actions of Custodian without further inquiry. No additional consent,
authorization, or regulatory filing is required in order for Custodian to
legally perform its obligations.

         This agreement constitutes a legal, valid and binding obligation of
Custodian, enforceable against Custodian in accordance with the terms herein
except as limited by bankruptcy, insolvency, liquidation or other similar laws
affecting generally the enforcement of creditor's rights.

         29. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.




                                      O-14
<PAGE>




         IN WITNESS WHEREOF, the Custodian and MLML have caused this Agreement
to be executed as of the date and year first written above.

                                  WELLS FARGO BANK, N.A.,
                                  Custodian


                                  By: ___________________________________
                                  Name: ___________________________________
                                  Title: __________________________________


                                  MERRILL LYNCH  MORTGAGE LENDING, INC.
                                  ("MLML")


                                  By: ___________________________________
                                  Name: ___________________________________
                                  Title: __________________________________










                                      O-15


<PAGE>



                                   EXHIBIT ONE

                            THE FORM OF TRUST RECEIPT

                                  TRUST RECEIPT

                                     (date)

THIS TRUST RECEIPT MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TERMS OF
THE CUSTODIAL AGREEMENT REFERRED TO BELOW



Registered Holder:  MERRILL LYNCH CREDIT CORPORATION

Ladies and Gentlemen:

         Reference is made to the Custodial Agreement, dated as of November 30,
2004 (the "Custodial Agreement"), between Merrill Lynch Credit Corporation
("MLCC") and Wells Fargo Bank, NA. (the "Custodian"), pursuant to which MLCC has
caused to be delivered to the Custodian a Custodian's Mortgage File for the
Mortgage Loans, which are more fully described in the Mortgage Loan Schedule
attached hereto as Schedule A.

         In accordance with the provisions of Sections 4(a) and (b) of the
above-referenced Custodial Agreement (capitalized terms not defined herein
having the meanings ascribed to them in the Custodial Agreement), the
undersigned as the Custodian, hereby certifies to each Mortgage Loan described
in the Mortgage Loan and Exception Report attached hereto as Schedule A, and B,
respectively.

         The delivery of the attached Mortgage Loan Schedule and Exception
Report evidences that: (a) the Custodian has reviewed all documents described in
Paragraphs 2(a) through 2(e) and to the extent provided in the Custodian's
Mortgage Files, Paragraphs 2(f) through 2(j), if applicable, of the Custodial
Agreement are in its possession; such documents appear regular on their face and
relate to such mortgage Loan; (b) based on its examination and only as to the
foregoing documents, the information set forth in terms (i), (ii), (iii)
excluding the zip code requirement, (iv), (vi); (vii), (viii) and (x) of the
definition of "Mortgage Loan Schedule" respecting such Mortgage Loan is correct,
and which as to items (iv) (vi), (viii) and (x) for adjustable rate Mortgage
Loan Documents; (c) each Mortgage Note has been endorsed and each Assignment has
been executed as provided in Paragraph 2 of the Custodial Agreement; (d) the
Custodian is holding each Mortgage Loan' identified on the Mortgage Loan
Schedule and Exception Report, pursuant to the Custodial Agreement, as the
bailee of and custodian for the Registered Holder and (e) such documents have
been reviewed by the Custodian and appear on their face to be regular and to
relate to such Mort age Loan and satisfy the requirements set forth in Section 2
of the Custodial Agreement and the Review Procedures.

         The Custodian shall determine whether any discrepancy or deficiency
exists with respect to a Custodian's Mortgage File and shall note such
discrepancy on the Exception Report attached hereto as Schedule B. The Custodian
shall also note on such Exception



                                      O-16
<PAGE>



Report, with respect to each Mortgage Loan, whether a certified copy of the
related Mortgage was delivered to the Custodian in lieu of the original of such
Mortgage, whether a certified copy of an intervening assignment of the related
Mortgage was delivered to the Custodian in lieu of the original of such
assignment, and whether a preliminary title report with respect to such Mortgage
Loan was delivered to the Custodian in lieu of the original policy of title
insurance.

         The Custodian makes no representations as to, and shall not be
responsible to verify, (i) the validity, legality, enforceability, due
authorization, recordability, sufficiency, or genuineness of any of lithe
documents contained in each Mortgage File or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.

         Each Mortgage Loan Schedule and Exception Report covering all Mortgage
Loans held by for the Registered Holder by the Custodian shall supersede and
cancel the previously delivered Mortgage Loan Schedule and Exception Report
attached to the Trust Receipt, and shall control and be binding upon the parties
hereto.

                                           WELLS FARGO BANK, N.A.
                                           ("Custodian")


                                           By: _______________________________
                                               Name:
                                               Title:







                                      O-17
<PAGE>




                                    EXHIBIT P

                                   [Reserved]














                                       P-1





<PAGE>



                                    EXHIBIT Q

                         OFFICER'S CERTIFICATE - TRUSTEE


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

Re:      Pooling and Servicing Agreement (the "Agreement") dated as of November
         1, 2004 among Merrill Lynch Mortgage Investors, Inc., as depositor (the
         "Depositor"), Cendant Mortgage Corporation, as servicer (the
         "Servicer") and Wells Fargo Bank, N.A., as trustee (the "Trustee") -
         Merrill Lynch Mortgage Investors Trust Series MLCC 2004-1 Mortgage Loan
         Pass-Through Certificates

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

         1.       I have reviewed the Monthly Statements delivered pursuant to
                  Section 4.02 the Agreement since the last Officer's
                  Certificate executed pursuant to Section 6.20 of the Agreement
                  [or in the case of the first certification, since the Cut-off
                  Date] (the "Trustee Information").

         2.       Based on my knowledge, the information in the Monthly
                  Statements , taken as a whole, does not contain any untrue
                  statement of a material fact or omit to state a material fact
                  necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not
                  misleading as of the date hereof;

         3.       Based on my knowledge, the Monthly Statements required to be
                  prepared by the Trustee under the Agreement has been prepared
                  and provided in accordance with the Agreement; and

         4.       I am responsible for reviewing the activities performed by the
                  Trustee under the Agreement and the Trustee has, as of the
                  date hereof fulfilled its obligations under the Agreement and
                  there are no significant deficiencies relating to the
                  Trustee's compliance with this Agreement.


Date:                                      Wells Fargo Bank, N.A., as Trustee


                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________



                                       Q-1



<PAGE>


                                    EXHIBIT R

                        OFFICER'S CERTIFICATE - SERVICER


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

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

Re:      Pooling and Servicing Agreement (the "Agreement") dated as of November
         1, 2004 among Merrill Lynch Mortgage Investors, Inc., as depositor (the
         "Depositor"), Cendant Mortgage Corporation, as servicer (the
         "Servicer") and Wells Fargo Bank, N.A., as trustee ( the "Trustee") -
         Merrill Lynch Mortgage Investors Trust Series MLCC 2004-1 Mortgage Loan
         Pass-Through Certificates

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

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

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

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

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

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




                                       R-1




<PAGE>


Date:                                Cendant Mortgage Corporation, as Servicer


                                     By: _________________________________
                                     Name: _______________________________
                                     Title: ______________________________













                                       R-2




<PAGE>






                                   SCHEDULE A

                             MORTGAGE LOAN SCHEDULE

                             [INTENTIONALLY OMITTED]








<PAGE>



                                   SCHEDULE B
                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
                                  OF THE SELLER


         The Seller hereby represents and warrants to the Depositor as to each
Mortgage Loan, as of the Closing Date as follows:

                  (a) The information set forth in the Mortgage Loan Schedule is
true and correct in all material respects as of the Cut-off Date;

                  (b) As of the related Closing Date, the Mortgage Loan is not
delinquent in payment more than 30 days and the Mortgage Loan has not been
dishonored; there are no material defaults under the terms of the Mortgage Loan;
the Seller has not advanced funds, or induced, solicited or knowingly received
any advance of funds from a party other than the owner of the Mortgaged Property
subject to the Mortgage, directly or indirectly, for the payment of any amount
required by the Mortgage Loan;

                  (c) To the best of the Seller's knowledge, with respect to
those Mortgage Loans as to which the Mortgagors are required to deposit funds
into an escrow account for payment of taxes, assessments, insurance premiums and
similar items as they become due, there are no delinquent taxes, ground rents,
water charges, sewer rents, assessments or other outstanding charges which
constitute a lien on the related Mortgaged Property, and all escrow deposits
have been collected, are under the control of the Servicer, and have been
applied to the payment of such items in a timely fashion, in accordance with
such Mortgage. No escrow deposits or escrow payments or other charges or
payments due the Servicer have been capitalized under the related Mortgage or
Mortgage Note. With respect to those Mortgage Loans for which escrow deposits
are not required, to the best of the Seller's knowledge, there are no delinquent
taxes or other outstanding charges affecting the related Mortgaged Property
which constitute a lien on the related Mortgaged Property;

                  (d) The terms of the Mortgage Note and the Mortgage have not
been impaired, waived, altered or modified in any respect, except by written
instruments contained in the Mortgage File, approved, if necessary, by the
insurer under any Primary Mortgage Insurance Policy and recorded in all places
necessary to maintain the first priority of the lien, the substance of which
waiver, alteration or modification is reflected on the Mortgage Loan Schedule.
No Mortgagor has been released, in whole or in part, except in connection with
an assumption agreement which assumption agreement is part of the Mortgage File
and the terms of which are reflected in the Mortgage Loan Schedule;

                  (e) Neither the Mortgage Note nor the Mortgage is subject to
any right of rescission, set-off, counterclaim or defense, including the defense
of usury, nor will the operation of any of the terms of the Mortgage Note and
the Mortgage, or the exercise of any right thereunder, render the Mortgage
unenforceable, in whole or in part, or subject to any right of rescission,
set-off, counterclaim or defense, including the defense of usury and to the best
of the Seller's knowledge, no such right of rescission, set-off, counterclaim or
defense has been asserted by any Person with respect thereto;

                  (f) All buildings upon the Mortgaged Property are required to
be insured by a generally acceptable insurer against loss by fire, hazards of
extended coverage and such other



                                      -1-
<PAGE>



hazards as are customarily included in extended coverage in the area where the
Mortgaged Property is located, pursuant to standard hazard insurance policies in
an amount which is equal to the lesser of (A) the replacement cost of the
improvements securing such Mortgage Loan or (B) the principal balance owing on
such Mortgage Loan. To the best knowledge of the Seller, all such standard
hazard policies are in effect. On the date of origination, such standard hazard
policies contained a standard mortgagee clause naming the Seller or the
originator of the Mortgage Loan and their respective successors in interest as
mortgagee and, to the best knowledge of the Seller, such clause is still in
effect and, to the best of the Seller's knowledge, all premiums due thereon have
been paid. If the Mortgaged Property is located in an area identified by the
Federal Emergency Management Agency as having special flood hazards under the
National Flood Insurance Act of 1994, as amended, such Mortgaged Property is
covered by flood insurance in the amount required under the National Flood
Insurance Act of 1994. The Mortgage obligates the Mortgagor thereunder to
maintain all such insurance at Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain
such insurance at Mortgagor's cost and expense and to seek reimbursement
therefor from the Mortgagor;

                  (g) To the best of the Seller's knowledge, at the time of
origination of such Mortgage Loan and thereafter, all requirements of any
federal, state or local law including, without limitation, usury,
truth-in-lending, real estate settlement procedures, consumer credit protection,
equal credit opportunity or disclosure laws required to be complied with by the
Seller as the originator of the Mortgage Loan and applicable to the Mortgage
Loan have been complied with in all material respects;

                  (h) The Mortgage has not been satisfied as of the Closing
Date, canceled or subordinated, in whole, or rescinded, and the Mortgaged
Property has not been released from the lien of the Mortgage, in whole or in
part (except for a release that does not materially impair the security of the
Mortgage Loan or a release the effect of which is reflected in the Loan-to-Value
Ratio for the Mortgage Loan as set forth in the Mortgage Loan Schedule), nor to
the best of the Seller's knowledge has any instrument been executed that would
effect any such release, cancellation, subordination or rescission;

                  (i) Ownership of the Mortgaged Property is held in fee simple
or a leasehold estate. With respect to Mortgage Loans that are secured by a
leasehold estate, (i) the lease is valid, in full force and effect, and conforms
to all of Fannie Mae's requirements for leasehold estates; (ii) all rents and
other payments due under the lease have been paid; (iii) the lessee is not in
default under any provision of the lease; (iv) the term of the lease exceeds the
maturity date of the related Mortgage Loan by at least five (5) years; and (v)
the terms of the lease provide a Mortgagee with an opportunity to cure any
defaults. Except as permitted by the fourth sentence of this paragraph (i), the
Mortgage is a valid, subsisting and enforceable first lien on the Mortgaged
Property, including all buildings on the Mortgaged Property and all
installations and mechanical, electrical, plumbing, heating and air conditioning
systems affixed to such buildings, and all additions, alterations and
replacements made at any time with respect to the foregoing securing the
Mortgage Note's original principal balance. The Mortgage and the Mortgage Note
do not contain any evidence on their face of any security interest or other
interest or right thereto. Such lien is free and clear of all adverse claims,
liens and encumbrances having priority over the first lien of the Mortgage
subject only to (1) the lien of non-delinquent current real property taxes and
assessments not yet due and payable, (2) covenants, conditions and restrictions,
rights of way, easements and other matters of the public record as of the date
of recording which are acceptable to mortgage lending institutions generally, or
which are specifically referred to in the lender's title insurance policy
delivered to the originator of the Mortgage Loan and either (A) which are



                                      -2-
<PAGE>



referred to or otherwise considered in the appraisal made for the originator of
the Mortgage Loan, or (B) which do not in the aggregate adversely affect the
appraised value of the Mortgaged Property as set forth in such appraisal, and
(3) other matters to which like properties are commonly subject which do not in
the aggregate materially interfere with the benefits of the security intended to
be provided by the Mortgage or the use, enjoyment, value or marketability of the
related Mortgaged Property. Any security agreement, chattel mortgage or
equivalent document related to and delivered in connection with the Mortgage
Loan establishes and creates a valid, subsisting and enforceable first lien and
first priority security interest on the property described therein. With respect
to each Co-op Loan, the security instruments create a valid, enforceable and
subsisting first priority security interest in the Co-op Lease and Co-op Stock
securing the related Mortgage Note subject to only to (a) the lien of the
related cooperative for unpaid assessments representing the Mortgagor's pro rata
share of payments for a blanket mortgage, if any, current and future real
property taxes, insurance premiums, maintenance fees and other assessments to
which like collateral is commonly subject, and (b) other matters to which the
collateral is commonly subject which do not materially interfere with the
benefits of the security intended to be provided; provided, however, that the
related Co-op Loan may be subordinated or otherwise subject to the lien of a
Mortgage on the cooperative building;

                  (j) The Mortgage Note is not subject to a third party's
security interest or other rights or interest therein;

                  (k) The Mortgage Note and the related Mortgage are genuine and
each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms subject to bankruptcy, insolvency and
other laws of general application affecting the rights of creditors. All parties
to the Mortgage Note and the Mortgage had the legal capacity to enter into the
Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage. The
Mortgage Note and the Mortgage have been duly and properly executed by such
parties. The proceeds of the Mortgage Loan have been fully disbursed and there
is no requirement for future advances thereunder, and any and all requirements
as to completion of any on-site or off-site improvements and as to disbursements
of any escrow funds therefor have been complied with;

                  (l) Seller has good title to, and the full right to transfer
and sell, the Mortgage Loan free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security interest, including, to the best knowledge of
the Seller, any lien, claim or other interest arising by operation of law;

                  (m) To the best of the Seller's knowledge, each Mortgage Loan
is covered by an ALTA lender's title insurance policy or other generally
acceptable form of policy or insurance acceptable to Fannie Mae or FHLMC, issued
by a title insurer acceptable to Fannie Mae or FHLMC and qualified to do
business in the jurisdiction where the Mortgaged Property is located, insuring
(subject to the exceptions contained in paragraph (ix)(1) (2) and (3) above) the
Seller, its successors and assigns, as to the first priority lien of the
Mortgage in the original principal amount of the Mortgage Loan. To the best of
the Seller's knowledge, the Seller is the sole insured of such lender's title
insurance policy, such title insurance policy has been duly and validly endorsed
to the purchaser or the assignment to the purchaser of the Seller's interest
therein does not require the consent of or notification to the insurer and such
lender's title insurance policy is in full force and effect and will be in full
force and effect upon the consummation of the transactions contemplated by this
Agreement. To the best of the Seller's knowledge, no claims have been made under
such lender's title insurance policy, and no prior holder of the related
Mortgage has done, by act or omission, anything which would impair the coverage
of such lender's title insurance policy;




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<PAGE>



                  (n) To the best of the Seller's knowledge, there is no
default, breach, violation or event of acceleration existing under the Mortgage
or the related Mortgage Note and no event which, with the passage of time or
with notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event permitting acceleration, except for any
Mortgage Loan payment which is not late by more than 30 days, and the Seller has
not waived any default, breach, violation or event permitting acceleration;

                  (o) To the best of the Seller's knowledge, there are no
mechanics' or similar liens or claims which have been filed for work, labor or
material (and, to the best of the Seller's knowledge, no rights are outstanding
that under law could give rise to such lien) affecting the related Mortgaged
Property which are or may be liens prior to, or equal or coordinate with, the
lien of the related Mortgage;

                  (p) To the best of the Seller's knowledge, all improvements
subject to the Mortgage, lay wholly within the boundaries and building
restriction lines of the Mortgaged Property (and wholly within the project with
respect to a condominium unit) and no improvements on adjoining properties
encroach upon the Mortgaged Property except those which are insured against by
the title insurance policy referred to in paragraph (xiii) above and all
improvements on the property comply with all applicable zoning and subdivision
laws and ordinances;

                  (q) To the best of the Seller's knowledge, each Mortgage Loan
was originated by the Seller or by a savings association, a savings bank, a
commercial bank or similar banking institution that is supervised and examined
by a Federal or state banking authority, a mortgagee approved by the Secretary
of HUD pursuant to Section 203 and 211 of the National Housing Act, or a Fannie
Mae- or FHLMC-approved seller. To the best of the Seller's knowledge, each
Mortgage Loan was underwritten generally in accordance with the Underwriting
Standards as in effect at the time of origination. To the best of the Seller's
knowledge, the Mortgage contains the usual and customary provision of the Seller
at the time of origination for the acceleration of the payment of the unpaid
principal balance of the Mortgage Loan if the related Mortgaged Property is sold
without the prior consent of the mortgagee thereunder;

                  (r) The Mortgaged Property at origination or acquisition was
and, to the best of the Seller's knowledge, currently is free of material damage
and waste and at origination there was, and to the best of the Seller's
knowledge there currently is, no proceeding pending for the total or partial
condemnation thereof;

                  (s) The related Mortgage contains customary and enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of the benefits of
the security provided thereby, including, (1) in the case of a Mortgage
designated as a deed of trust, by trustee's sale or judicial foreclosure, and
(2) otherwise by judicial foreclosure. The Seller has no knowledge of any
homestead or other exemption available to the Mortgagor which would interfere
with the right to sell the Mortgaged Property at a trustee's sale or the right
to foreclose the Mortgage;

                  (t) To the best of the Seller's knowledge, if the Mortgage
constitutes a deed of trust, a trustee, duly qualified if required under
applicable law to act as such, has been properly designated and currently so
serves and is named in the Mortgage, and no fees or expenses are or will become
payable to the trustee under the deed of trust, except in connection with a
trustee's sale or attempted sale after default by the Mortgagor;




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                  (u) With respect to each Mortgage Loan, there is an appraisal
on a Fannie Mae-approved form (or a narrative residential appraisal) of the
related Mortgaged Property that conforms to the applicable requirements of the
Financial Institutions Reform Recovery and Enforcement Act and that was signed
prior to the approval of such Mortgage Loan application by a qualified
appraiser, appointed by the Seller or the originator of such Mortgage Loan, as
appropriate, who has no interest, direct or indirect, in the Mortgaged Property
or in any loan made on the security thereof, and whose compensation is not
affected by the approval or disapproval of such Mortgage Loan;

                  (v) No Mortgage Loan contains "subsidized buydown" or
"graduated payment" features;

                  (w) The Mortgaged Property is a single-family (one- to
four-unit) dwelling residence erected thereon, or an individual condominium unit
in a condominium, or a Co-operative Apartment or an individual unit in a planned
unit development or in a de minimis planned unit development as defined by
Fannie Mae. No such residence is a mobile home or a manufactured dwelling which
is not permanently attached to the land;

                  (x) No Mortgage Loan provides for negative amortization;

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

                  (z) [RESERVED]

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

                  (bb) As of the Closing Date, no Mortgage Loan provides for
interest other than at either (x) a single fixed rate in effect throughout the
term of the Mortgage Loan or (y) a single "variable rate" (within the meaning of
Treasury Regulations Section 1.860G-1(a)(3)) in effect throughout the term of
the Mortgage Loan.

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

                  (dd) Based on delinquencies in payment on the Mortgage Loans
as of the Closing Date, Seller would not initiate foreclosure proceedings with
respect to any of the Mortgage Loans prior to the next scheduled payment date on
such Mortgage Loan.

                  (ee) Each Mortgage Note is comprised of one original
promissory note and each such promissory note constitutes an "instrument" for
purposes of section 9-102(a)(65) of the UCC.

                  (ff) No Mortgage Loan is covered by the Home Ownership and
Equity Protection Act of 1994 ("HOEPA") and no Mortgage Loan is "high cost" as
defined by any applicable federal, state or local predatory or abusive lending
law. Any breach of this representation shall be deemed to materially and
adversely affect the value of the Mortgage Loan and shall require a repurchase
of the affected Mortgage Loan.





                                      -5-
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                  (gg) Each Mortgage Loan at the time it was made complied in
all material respects with applicable local, state and federal laws, including,
but not limited to, all applicable predatory or abusive lending laws.

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










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