<PAGE>
                                                                     EXHIBIT 4.3


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                     MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                  as Depositor

                                 [OWNER TRUSTEE]

                                as Owner Trustee

                                       and

                    [CERTIFICATE REGISTRAR and PAYING AGENT]

              as Certificate Registrar and Certificate Paying Agent

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

                              AMENDED AND RESTATED
                                 TRUST AGREEMENT

                               Dated as of [DATE]

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

                                  [TRUST NAME]
                     Mortgage Backed Notes, Series [_______]


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<PAGE>
                                Table of Contents

<TABLE>
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Section                                                                                                             Page
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                                   ARTICLE I

                                  Definitions

Section 1.01.          Definitions..............................................................................       1
Section 1.02.          Other Definitional Provisions............................................................       2

                                   ARTICLE II

                                  Organization

Section 2.01.          Name.....................................................................................       3
Section 2.02.          Office...................................................................................       3
Section 2.03.          Purposes and Powers......................................................................       3
Section 2.04.          Appointment of Owner Trustee.............................................................       3
Section 2.05.          Initial Capital Contribution of Trust Estate.............................................       4
Section 2.06.          Declaration of Trust.....................................................................       4
Section 2.07.          Liability of the Holders of the Certificates.............................................       4
Section 2.08.          Title to Trust Property..................................................................       5
Section 2.09.          Situs of Trust...........................................................................       5
Section 2.10.          Representations and Warranties of the Depositor..........................................       5
Section 2.11.          Payment of Trust Fees....................................................................       6
Section 2.12.          Investment Company.......................................................................       6
Section 2.13.          Transfer of Trust Estate to Owner Trustee................................................       6

                                  ARTICLE III

                 Conveyance of the Mortgage Loans; Certificates

Section 3.01.          Conveyance of the Mortgage Loans.........................................................       9
Section 3.02.          Initial Ownership........................................................................       9
Section 3.03.          The Certificates.........................................................................       9
Section 3.04.          Authentication of Certificates...........................................................      10
Section 3.05.          Registration of and Limitations on Transfer and Exchange of Certificates.................      10
Section 3.06.          Mutilated, Destroyed, Lost or Stolen Certificates........................................      12
Section 3.07.          Persons Deemed Certificateholders........................................................      13
Section 3.08.          Access to List of Certificateholders' Names and Addresses................................      13
Section 3.09.          Maintenance of Office or Agency..........................................................      13
Section 3.10.          Certificate Paying Agent.................................................................      13
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<S>                                                                                                                 <C>
                                   ARTICLE IV

                     Authority and Duties of Owner Trustee

Section 4.01.          General Authority........................................................................      15
Section 4.02.          General Duties...........................................................................      15
Section 4.03.          Action upon Instruction..................................................................      15
Section 4.04.          No Duties Except as Specified under Specified Documents or in Instructions...............      16
Section 4.05.          Restrictions.............................................................................      16
Section 4.06.          Prior Notice to Certificateholders with Respect to Certain Matters.......................      16
Section 4.07.          Action by Certificateholders with Respect to Certain Matters.............................      17
Section 4.08.          Action by Certificateholders with Respect to Bankruptcy..................................      17
Section 4.09.          Restrictions on Certificateholders' Power................................................      17
Section 4.10.          Majority Control.........................................................................      17
Section 4.11.          Optional Redemption......................................................................      17

                                   ARTICLE V

                           Application of Trust Funds

Section 5.01.          Distributions............................................................................      19
Section 5.02.          Method of Payment........................................................................      19
Section 5.03.          Tax Returns..............................................................................      19
Section 5.04.          Statements to Certificateholders.........................................................      20

                                   ARTICLE VI

                          Concerning the Owner Trustee

Section 6.01.          Acceptance of Trusts and Duties..........................................................      21
Section 6.02.          Furnishing of Documents..................................................................      22
Section 6.03.          Representations and Warranties...........................................................      22
Section 6.04.          Reliance; Advice of Counsel..............................................................      23
Section 6.05.          Not Acting in Individual Capacity........................................................      23
Section 6.06.          Owner Trustee Not Liable for Certificates or Related Documents...........................      23
Section 6.07.          Owner Trustee May Own Certificates and Notes.............................................      24
Section 6.08.          Payments from Trust Estate...............................................................      24
Section 6.09.          Doing Business in Other Jurisdictions....................................................      24
Section 6.10.          Liability of Certificate Registrar and Certificate Paying Agent..........................      24
Section 6.11.          Derivative Contracts.....................................................................      24

                                  ARTICLE VII

                         Compensation of Owner Trustee

Section 7.01.          Owner Trustee's Fees and Expenses........................................................      26
Section 7.02.          Indemnification..........................................................................      26
</TABLE>


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<S>                                                                                                                 <C>
                                  ARTICLE VIII

                         Termination of Trust Agreement

Section 8.01.          Termination of Trust Agreement...........................................................      28

                                   ARTICLE IX

             Successor Owner Trustees and Additional Owner Trustees

Section 9.01.          Eligibility Requirements for Owner Trustee...............................................      30
Section 9.02.          Replacement of Owner Trustee.............................................................      30
Section 9.03.          Successor Owner Trustee..................................................................      30
Section 9.04.          Merger or Consolidation of Owner Trustee.................................................      31
Section 9.05.          Appointment of Co-Trustee or Separate Trustee............................................      31

                                   ARTICLE X

                                 Miscellaneous

Section 10.01.         Amendments...............................................................................      33
Section 10.02.         No Legal Title to Trust Estate...........................................................      34
Section 10.03.         Limitations on Rights of Others..........................................................      35
Section 10.04.         Notices..................................................................................      35
Section 10.05.         Severability.............................................................................      35
Section 10.06.         Separate Counterparts....................................................................      35
Section 10.07.         Successors and Assigns...................................................................      35
Section 10.08.         No Petition..............................................................................      36
Section 10.09.         No Recourse..............................................................................      36
Section 10.10.         Headings.................................................................................      36
Section 10.11.         GOVERNING LAW............................................................................      36
Section 10.12.         Integration..............................................................................      36
Section 10.13.         Intention of the Parties.................................................................      36


                                    EXHIBITS

Exhibit A - Form of Owner Trust Certificate ....................................................................     A-1
Exhibit B - Certificate of Trust ...............................................................................     B-1
Exhibit C - Form of Rule 144A Investment Representation ........................................................     C-1
Exhibit D - Form of Certificate of Non-Foreign Status ..........................................................     D-1
Exhibit E - Form of Investment Letter ..........................................................................     E-1
Exhibit F - Form of Transferor Certificate .....................................................................     F-1
Exhibit G - Form of ERISA Letter ...............................................................................     G-1
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                                      iii
<PAGE>
         This Amended and Restated Trust Agreement, dated as of __________ (as
amended from time to time, this "Trust Agreement"), among Merrill Lynch Mortgage
Investors, Inc., as depositor (the "Depositor"), [OWNER TRUSTEE], as owner
trustee (the "Owner Trustee"), and [CERTIFICATE REGISTRAR/CERTIFICATE PAYING
AGENT], as certificate registrar (in such capacity, the "Certificate Registrar")
and certificate paying agent (in such capacity, the "Certificate Paying Agent").

                                WITNESSETH THAT:

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

         WHEREAS, the Depositor and the Owner Trustee have previously entered
into the Trust Agreement dated __________ (the "Shortform Trust Agreement").

         WHEREAS, the parties hereto desire to amend the terms of and restate
the Trust Agreement.

         WHEREAS, the conveyance of the Mortgage Loans by the Depositor (on
behalf of the Seller) to the Trust hereunder is intended to facilitate the
simultaneous issuance of the Notes under the Indenture and issuance of the
Certificates hereunder to the Seller as Holder, and the Depositor (on behalf of
the Seller) has no present intention of selling any of the Certificates.
Accordingly, at the time of the transaction set forth herein, the Seller will
retain without interruption, through the ownership of the Certificates, the
economic benefits associated with ownership of the Mortgage Loans as well as the
economic burdens associated with such ownership, subject to the lien of the
Indenture and subject to this Agreement.

         WHEREAS, the Depositor's sole purpose hereunder is to transfer the
Mortgage Loans purchased pursuant to the Sale and Servicing Agreement, dated as
of ___________, by and among the Depositor, the Issuing Entity, the Seller, the
Master Servicer and the Indenture Trustee, to [ISSUING ENTITY] for issuance of
the [TRUST NAME], Asset-Backed Notes and Certificates, Series [________].

         In consideration of the mutual agreements herein contained, the
Depositor, the Owner Trustee and the [CERTIFICATE REGISTRAR/CERTIFICATE PAYING
AGENT], in its capacity as certificate registrar and certificate paying agent,
agree as follows:

                                    ARTICLE I

                                   Definitions

         Section 1.01. Definitions. For all purposes of this Trust Agreement,
except as otherwise expressly provided herein or unless the context otherwise
requires, capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in Appendix A to the Indenture, dated _____________,
between [ISSUING ENTITY], as Issuing Entity and


                                       1
<PAGE>
[INDENTURE TRUSTEE], as Indenture Trustee, which is incorporated by reference
herein. All other capitalized terms used herein shall have the meanings
specified herein.

      Section 1.02. Other Definitional Provisions.

      (a) All terms defined in this Trust Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

      (b) As used in this Trust Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Trust Agreement or in any such certificate or other document,
and accounting terms partly defined in this Trust Agreement or in any such
certificate or other document to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles. To the extent that the definitions of accounting terms in this Trust
Agreement or in any such certificate or other document are inconsistent with the
meanings of such terms under generally accepted accounting principles, the
definitions contained in this Trust Agreement or in any such certificate or
other document shall control.

      (c) The words "hereof," "herein," "hereunder" and words of similar import
when used in this Trust Agreement shall refer to this Trust Agreement as a whole
and not to any particular provision of this Trust Agreement; Article, Section
and Exhibit references contained in this Trust Agreement are references to
Articles, Sections and Exhibits in or to this Trust Agreement unless otherwise
specified; and the term "including" shall mean "including without limitation".

      (d) The definitions contained in this Trust Agreement are applicable to
the singular as well as the plural forms of such terms and to the masculine as
well as to the feminine and neuter genders of such terms.

      (e) Any agreement, instrument or statute defined or referred to herein or
in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.


                                       2
<PAGE>
                                   ARTICLE II

                                  Organization

      Section 2.01. Name. The trust created hereby (the "Trust") shall be known
as "[TRUST NAME]", in which name the Owner Trustee may conduct the business of
the Trust, make and execute contracts and other instruments on behalf of the
Trust and sue and be sued.

      Section 2.02. Office. The office of the Trust shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address in Delaware
as the Owner Trustee may designate by written notice to the Certificateholders
and the Depositor.

      Section 2.03. Purposes and Powers. The purpose of the Trust is to engage
in the following activities:

            (i) to issue the Notes pursuant to the Indenture and the
      Certificates pursuant to this Trust Agreement and to sell the Notes and
      the Certificates;

            (ii) to pay the organizational, start-up and transactional expenses
      of the Trust;

            (iii) to assign, grant, transfer, pledge and convey the Mortgage
      Loans pursuant to the Indenture and to hold, manage and distribute to the
      Certificateholder pursuant to Section 5.01 herein, any portion of the
      Mortgage Loans released from the Lien of, and remitted to the Trust
      pursuant to the Indenture;

            (iv) to enter into and perform its obligations under the Basic
      Documents to which it is to be a party;

            (v) if directed by holders of Certificates representing more than
      50% of the beneficial interests in the Trust, sell the Trust Estate
      subsequent to the discharge of the Indenture, all for the benefit of the
      holders of the Certificates;

            (vi) to engage in those activities, including entering into
      agreements, that are necessary, suitable or convenient to accomplish the
      foregoing or are incidental thereto or connected therewith; and

            (vii) subject to compliance with the Basic Documents, to engage in
      such other activities as may be required in connection with conservation
      of the Trust Estate and the making of distributions to the
      Certificateholder and the Noteholders.

The Trust is hereby authorized to engage in the foregoing activities. The Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Trust Agreement or the
Basic Documents.

      Section 2.04. Appointment of Owner Trustee. The Depositor hereby appoints
the Owner Trustee as trustee of the Trust effective as of the date hereof, to
have all the rights, powers and duties set forth herein.


                                       3
<PAGE>
      Section 2.05. Initial Capital Contribution of Trust Estate. The Depositor
hereby sells, assigns, transfers, conveys and sets over to the Trust, as of the
date hereof, the sum of $1. The Owner Trustee hereby acknowledges receipt in
trust from the Depositor, as of the date hereof, of the foregoing contribution,
which shall constitute the initial corpus of the Trust and shall be deposited in
the Certificate Distribution Account. The Depositor hereby sells, assigns,
transfers, conveys and sets over to the Trust, as of the date hereof, without
recourse, all right, title and interest in the Initial Mortgage Loans sold to
the Depositor pursuant to the Sale and Servicing Agreement and the Subsequent
Mortgage Loans sold to the Depositor pursuant to the Subsequent Transfer
Agreement and all rights, title and interest in the Sale and Servicing Agreement
and Subsequent Transfer Agreement. The Owner Trustee also acknowledges on behalf
of the Trust the receipt in trust of the Mortgage Loans, the rights with respect
to the Pre-Funding Account and the rights with respect to the representations
and warranties made by the Seller under the Sale and Servicing Agreement and the
Subsequent Transfer Agreement which shall constitute the Trust Estate.

      Section 2.06. Declaration of Trust. The Owner Trustee hereby declares that
it shall hold the Owner Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the Certificateholders, subject to
the obligations of the Trust under the Basic Documents. It is the intention of
the parties hereto that the Trust constitute a "statutory trust" under the
Statutory Trust Statute and that this Trust Agreement constitute the governing
instrument of such statutory trust. It is the intention of the parties hereto
that, for federal and state income and state and local franchise tax purposes,
the Trust (A) shall, as of the Closing Date and for so long as any Notes are
outstanding be treated for federal income tax purposes as a qualified REIT
subsidiary within the meaning of Section 856(i) of the Code, and thereafter be
disregarded as a separate entity (and if at any other time the Trust
Certificates are held by more than one person for federal income tax purposes,
shall be treated as a partnership), and (B) that each Class of Offered Notes
shall be debt, and the provisions of this Agreement shall be interpreted to
further this intention. Except as otherwise provided in this Trust Agreement,
the rights of the Certificateholder will be those of equity owners of the Trust.
Effective as of the date hereof, the Owner Trustee shall have all rights, powers
and duties set forth herein and in the Statutory Trust Statute with respect to
accomplishing the purposes of the Trust.

      Section 2.07. Liability of the Holders of the Certificates. The Holders of
the Certificates shall be jointly and severally liable directly to and shall
indemnify any injured party for all losses, claims, damages, liabilities and
expenses of the Trust and the Owner Trustee (including Expenses, to the extent
not paid out of the Trust Estate); provided, however, that the Holders of the
Certificates shall not be liable for payments required to be made on the Notes
or the Certificates, or for any losses incurred by a Certificateholder in the
capacity of an investor in the Certificates or a Noteholder in the capacity of
an investor in the Notes. The Holders of the Certificates shall be liable for
and shall promptly pay any entity level taxes imposed on the Trust. In addition,
any third party creditors of the Trust (other than in connection with the
obligations described in the second preceding sentence for which the Holders of
the Certificates shall not be liable) shall be deemed third party beneficiaries
of this paragraph. The obligations of the Holders of the Certificates under this
paragraph shall be evidenced by the Certificates.


                                       4
<PAGE>
      Section 2.08. Title to Trust Property. Except with respect to the Mortgage
Loans, which will be assigned of record to the Indenture Trustee pursuant to the
Indenture, legal title to the Trust Estate shall be vested at all times in the
Trust as a separate legal entity except where applicable law in any jurisdiction
requires title to any part of the Trust Estate to be vested in a trustee or
trustees, in which case title shall be deemed to be vested in the Owner Trustee,
a co-trustee and/or a separate trustee, as the case may be.

      Section 2.09. Situs of Trust. The Trust will be located and administered
in the State of Delaware. All bank accounts maintained by the Owner Trustee on
behalf of the Trust shall be located in the State of Delaware. The Trust shall
not have any employees in any state other than Delaware; provided, however, that
nothing herein shall restrict or prohibit the Owner Trustee from having
employees within or without the State of Delaware or taking actions outside the
State of Delaware in order to comply with Section 2.03. Payments will be
received by the Trust only in Delaware, _______ or __________, and payments will
be made by the Trust only from Delaware, ________ or _________. The only office
of the Trust will be at the Corporate Trust Office in Delaware.

      Section 2.10. Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Owner Trustee that:

            (i) The Depositor is duly organized and validly existing as a
      corporation in good standing under the laws of the State of Delaware, with
      power and authority to own its properties and to conduct its business as
      such properties are currently owned and such business is presently
      conducted.

            (ii) The Depositor is duly qualified to do business as a foreign
      corporation in good standing and has obtained all necessary licenses and
      approvals in all jurisdictions in which the ownership or lease of its
      property or the conduct of its business shall require such qualifications
      and in which the failure to so qualify would have a material adverse
      effect on the business, properties, assets or condition (financial or
      other) of the Depositor.

            (iii) The Depositor has the power and authority to execute and
      deliver this Trust Agreement and to carry out its terms; the Depositor has
      full power and authority to convey and assign the property to be conveyed
      and assigned to and deposited with the Trust as part of the Trust Estate
      and the Depositor has duly authorized such conveyance and assignment and
      deposit to the Trust by all necessary corporate action; and the execution,
      delivery and performance of this Trust Agreement have been duly authorized
      by the Depositor by all necessary corporate action.

            (iv) The consummation of the transactions contemplated by this Trust
      Agreement and the fulfillment of the terms hereof do not conflict with,
      result in any breach of any of the terms and provisions of, or constitute
      (with or without notice or lapse of time) a default under, the articles of
      incorporation or bylaws of the Depositor, or any indenture, agreement or
      other instrument to which the Depositor is a party or by which it is
      bound; nor result in the creation or imposition of any Lien upon any of
      its properties pursuant to the terms of any such indenture, agreement or
      other instrument (other than pursuant to the Basic Documents); nor violate
      any law or, to the best of the Depositor's


                                       5
<PAGE>
      knowledge, any order, rule or regulation applicable to the Depositor of
      any court or of any federal or state regulatory body, administrative
      agency or other governmental instrumentality having jurisdiction over the
      Depositor or its properties.

            (v) The Trust is not required to register as an investment company
      under the Investment Company Act and is not under the control of a Person
      required to so register.

      Section 2.11. Payment of Trust Fees. The Owner Trustee shall receive as
compensation for its services hereunder such fees as have been separately agreed
upon before the date hereof, and the Owner Trustee shall be reimbursed by the
Depositor or the Master Servicer for its reasonable expenses hereunder and under
the Basic Documents, including the reasonable compensation, expenses and
disbursements of such agents, representatives, experts and counsel as the Owner
Trustee may reasonably employ in connection with the exercise and performance of
its rights and its duties hereunder and under the Basic Documents. The amount of
the Owner Trustee's Fee shall be paid as provided in Section 6.07 of the
Indenture.

      Section 2.12. Investment Company. Neither the Depositor nor any Holder of
a Certificate shall take any action which would cause the Trust to become an
"investment company" which would be required to register under the Investment
Company Act.

      Section 2.13. Transfer of Trust Estate to Owner Trustee. (a) Effective as
of the date hereof, the Depositor assigns, transfers, and otherwise conveys to,
and deposits with, the Trust, until this Agreement terminates pursuant to
Section 8.01, the entire Trust Estate, such conveyance to be made in exchange
for the Notes and the Certificates. Such assignment includes, without
limitation, all amounts payable to and all rights of the holder of the
Collateral pursuant to this Agreement.

      The conveyance of the Collateral and all other assets constituting the
Trust Estate by the Depositor as contemplated hereby is absolute and is intended
by the parties to constitute a sale of the Collateral and all other assets
constituting the Trust Estate by the Depositor to the Trust. It is, further, not
intended that such conveyance be deemed a pledge of security for a loan. If such
conveyance is deemed to be a pledge of security for a loan, however, the
Depositor intends that the rights and obligations of the parties to such loan
shall be established pursuant to the terms of this Agreement. The Depositor also
intends and agrees that, in such event:

            (i) this Agreement shall constitute a security agreement under
      applicable law and shall be deemed to create valid and continuing security
      interest (as defined in the applicable UCC) in the Trust Estate
      (including, without limitation, the Collateral, the Certificate
      Distribution Account and any proceeds thereof) in favor of the Trust,
      which security interest is prior to all other Liens, and is enforceable as
      such as against creditors of and purchasers from the Depositor;

            (ii) other than the security interest granted to the Trust pursuant
      to this Agreement, Depositor has not pledged, assigned, sold, granted a
      security interest in, or otherwise conveyed any of the Trust Estate, has
      not authorized the filing of and is not aware of any financing statements
      against the Trust Estate that includes a description of collateral
      covering the Trust Estate other than any financing statements relating to
      the


                                       6
<PAGE>
      security interest granted to the Trust hereunder or that has been
      terminated. The Depositor is not aware of any judgment or tax lien filings
      against Depositor;

            (iii) the Depositor owns and has good and marketable title to the
      Trust Estate free and clear of any Lien, claim or encumbrance of any
      Person;

            (iv) the Certificate Distribution Account constitutes a "deposit
      account" within the meaning of the applicable UCC. The Depositor has
      directed the Certificate Paying Agent to become the account holder of the
      Certificate Distribution Account. The Certificate Distribution Account is
      not in the name of any Person other than as provided in Section 3.10 of
      this Agreement. The Depositor has not consented to the maintenance of the
      Certificate Distribution Account in compliance with instructions of any
      Person other than the Certificate Paying Agent;

            (v) the Trust Estate (excluding the Mortgage Loans, REO Property,
      the Certificate Distribution Account and any proceeds thereof) constitutes
      "general intangibles" within the meaning of the applicable UCC). The
      Depositor has received all required consents and approvals to the pledge
      of the portions of the Trust Estate (excluding the Certificate
      Distribution Account and any proceeds thereof) constituting payment
      intangibles;

            (vi) the Depositor has caused or will have caused, within ten days,
      the filing of all appropriate financing statements in the appropriate
      filing offices under applicable law in order to perfect the security
      interest in the Trust Estate granted to the Trust hereunder. All financing
      statements filed or to be filed against the Depositor in favor of the
      Trust (or any subsequent assignee, including, without limitation, the
      Indenture Trustee) in connection herewith describing the Trust Estate
      contain a statement to the following effect, "A purchase of, or security
      interest in, any collateral described in this financing statement will
      violate the rights of the secured party;" and

            (vii) the Depositor shall, to the extent consistent with this
      Agreement, take such additional 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 assets of the Trust Estate, such
      security interest would be a perfected security interest of first priority
      under applicable law and will be maintained as such throughout the life of
      this Agreement. Notifications to, and acknowledgments, receipts or
      confirmations from, Persons holding such property, shall be deemed to be
      notifications to, or acknowledgments, receipts or confirmations from,
      financial intermediaries, bailees or agents (as applicable) of the Owner
      Trustee on behalf of the Trust (or any subsequent assignee, including,
      without limitation, the Indenture Trustee) for the purpose of perfecting
      such security interest under applicable law.

      (b) The Owner Trustee hereby acknowledges the receipt by it of the Trust
Estate and such other documents and instruments referenced above, and declares
that it holds and will hold the Trust Estate and such documents and instruments
and that it holds and will hold all other assets and documents to be included in
the Trust Estate, in trust for the exclusive use and benefit of all present and
future Certificateholders.


                                       7
<PAGE>
      (c) Except as expressly provided in Section 8.01, neither the Depositor
nor any Certificateholder shall be able to revoke the Trust established
hereunder. Except as provided in Sections 4.01, 4.02, 4.03, 5.01 and 8.01
hereof, the Owner Trustee or Certificate Paying Agent (as applicable) shall not
assign, sell, dispose of or transfer any interest in, nor may the Depositor or
any Certificateholder withdraw from the Trust, the Collateral or other asset
constituting the Trust Estate.


                                       8
<PAGE>
                                   ARTICLE III

                 Conveyance of the Mortgage Loans; Certificates

      Section 3.01. Conveyance of the Mortgage Loans. The Depositor,
concurrently with the execution and delivery hereof, contributes, transfers,
conveys and assigns to the Trust, on behalf of the Holders of the Notes and the
Certificates, without recourse, all its right, title and interest in and to the
Initial Mortgage Loans as of the Closing Date, including all interest and
principal received on or with respect to the Initial Mortgage Loans after the
Cut-off Date (other than payments of principal and interest due on the Initial
Mortgage Loans on or before the Cut-off Date) and the Subsequent Mortgage Loans
as of the Subsequent Transfer Date, including all interest and principal
received on or with respect to the Subsequent Mortgage Loans after the
Subsequent Cut-off Date (other than payments of principal and interest due on
the Initial Mortgage Loans on or before the Subsequent Cut-off Date). The
Depositor hereby assigns to the Trust all of its right, title and interest in
the Pre-Funding Account. In addition, the Depositor hereby assigns to the Trust
all of its right, title, and interest in, to and under the Sale and Servicing
Agreement and the Subsequent Transfer Agreement.

      The conveyance of the Mortgage Loans by the Depositor (on behalf of the
Seller) to the Trust under this Agreement is intended to facilitate the
simultaneous issuance of the Notes under the Indenture and issuance of the
Certificates hereunder to the Seller as Holder, and the Depositor has no present
intention of selling any of the Certificates.

      Section 3.02. Initial Ownership. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.05, and until the conveyance
of the Initial Mortgage Loans and Subsequent Mortgage Loans (as of the
Subsequent Transfer Date) pursuant to Section 3.01 and the issuance of the
Certificates, and thereafter except as otherwise permitted hereunder, the Seller
shall be the sole Certificateholder.

      Section 3.03. The Certificates. The Trust Certificates shall be issued in
the form of one or more Trust Certificates, each representing not less than a
10% Certificate Percentage Interest. The Trust Certificates shall initially be
registered in the name of _____________________. The Certificates shall be
executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Owner Trustee and authenticated in the manner provided
in Section 3.04. The Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be validly issued and entitled
to the benefit of this Trust Agreement, notwithstanding that such individuals or
any of them shall have ceased to be so authorized prior to the authentication
and delivery of such Certificates or did not hold such offices at the date of
authentication and delivery of such Certificates. A Person shall become a
Certificateholder and shall be entitled to the rights and subject to the
obligations of a Certificateholder hereunder upon such Person's acceptance of a
Certificate duly registered in such Person's name, pursuant to Section 3.05.

      A transferee of a Certificate shall become a Certificateholder and shall
be entitled to the rights and subject to the obligations of a Certificateholder
hereunder upon such transferee's


                                       9
<PAGE>
acceptance of a Certificate duly registered in such transferee's name pursuant
to and upon satisfaction of the conditions set forth in Section 3.05.

      Section 3.04. Authentication of Certificates. The Owner Trustee shall
cause all Certificates issued hereunder to be executed and authenticated on
behalf of the Trust, authenticated and delivered to or upon the written order of
the Depositor, signed by its chairman of the board, its president or any vice
president, without further corporate action by the Depositor, in authorized
denominations. No Certificate shall entitle its holder to any benefit under this
Trust Agreement or be valid for any purpose unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A, executed by the Owner Trustee or the Certificate Registrar by
manual signature; such authentication shall constitute conclusive evidence that
such Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

      Section 3.05. Registration of and Limitations on Transfer and Exchange of
Certificates. (a) The Certificate Registrar shall keep or cause to be kept, a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
[CERTIFICATE REGISTRAR] shall be the initial Certificate Registrar. If the
Certificate Registrar resigns or is removed, the Owner Trustee shall appoint a
successor Certificate Registrar.

      Subject to satisfaction of the conditions set forth below with respect to
the Certificate, upon surrender for registration of transfer of any Certificate
at the office or agency maintained pursuant to Section 3.09, the Owner Trustee
or the Certificate Registrar shall execute, authenticate and deliver in the name
of the designated transferee or transferees, one or more new Certificates in
authorized denominations of a like aggregate amount dated the date of
authentication by the Owner Trustee or the Certificate Registrar. At the option
of a Holder, the Certificates may be exchanged for other Certificates of
authorized denominations of a like aggregate amount upon surrender of the
Certificates to be exchanged at the office or agency maintained pursuant to
Section 3.09.

      Every Certificate presented or surrendered for registration of transfer or
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder or such
Holder's attorney duly authorized in writing. Each Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Certificate Registrar in accordance with its customary
practice.

      No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Owner Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

      No Person shall become a Certificateholder until it shall establish its
non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9
and the Certificate of Non-Foreign Status set forth in Exhibit D.


                                       10
<PAGE>
      No transfer, sale, pledge or other disposition of a Certificate shall be
made unless such transfer, sale, pledge or other disposition is exempt from the
registration requirements of the Securities Act and any applicable state
securities laws or is made in accordance with said Act and laws. In the event of
any such transfer, the Certificate Registrar or the Depositor shall prior to
such transfer require the transferee to execute (A) either (i) (a) an investment
letter in substantially the form attached hereto as Exhibit C (or in such form
and substance reasonably satisfactory to the Certificate Registrar and the
Depositor) which investment letter shall not be an expense of the Trust, the
Owner Trustee, the Certificate Registrar, the Master Servicers or the Depositor
and which investment letter states that, among other things, such transferee (1)
is a "qualified institutional buyer" as defined under Rule 144A, acting for its
own account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (2) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the Securities Act of
1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Certificate
Registrar and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from said
Act and laws or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar, the Master Servicer or the Depositor and (b) the transferee executes
a representation letter, substantially in the form of Exhibit F to the
Agreement, and the transferor executes a representation letter, substantially in
the form of Exhibit E hereto, each acceptable to and in form and substance
satisfactory to the Certificate Registrar and the Depositor, certifying the
facts surrounding such transfer, which representation letters shall not be an
expense of the Trust, the Owner Trustee, the Certificate Registrar, the Master
Servicer or the Depositor and (B) the Certificate of Non-Foreign Status (in
substantially the form attached hereto as Exhibit D) acceptable to and in form
and substance reasonably satisfactory to the Certificate Registrar and the
Depositor, which certificate shall not be an expense of the Trust, the Owner
Trustee, the Certificate Registrar or the Depositor; provided, however that no
certification or Opinion of Counsel will be required in connection with the
initial transfer of any such Certificate by the Depositor to an affiliate of the
Depositor. The Holder of a Certificate desiring to effect such transfer shall,
and does hereby agree to, indemnify the Trust, the Owner Trustee, the
Certificate Registrar, the Master Servicer and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws. Notwithstanding the foregoing, the
provisions of this paragraph shall not apply to the initial transfer of the
Certificates to the Depositor or the Seller, or an affiliate of the Seller.

      No transfer of Certificates or any interest therein shall be made to any
Person unless the Depositor, the Owner Trustee, the Certificate Registrar and
the Master Servicer are provided with an Opinion of Counsel which establishes to
the satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar
and the Master Servicer that the purchase of Certificates is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Depositor, the Owner Trustee, the Certificate Registrar or the Master Servicer
to any obligation or liability (including obligations or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Owner
Trustee, the Certificate Registrar or the Master Servicer. In lieu of such


                                       11
<PAGE>
Opinion of Counsel, a Person acquiring such Certificates may provide a
certification in the form of Exhibit G to this Agreement, which the Depositor,
the Owner Trustee, the Certificate Registrar and the Master Servicer may rely
upon without further inquiry or investigation. Neither an Opinion of Counsel nor
a certification will be required in connection with the initial transfer of any
such Certificate by the Depositor to an affiliate of the Depositor (in which
case, the Depositor or any affiliate thereof shall be deemed to have represented
that such affiliate is not a Plan or a Person investing Plan Assets of any Plan)
and the Owner Trustee and the Certificate Registrar shall be entitled to
conclusively rely upon a representation (which, upon the request of the Owner
Trustee or the Certificate Registrar, shall be a written representation) from
the Depositor of the status of such transferee as an affiliate of the Depositor.
Notwithstanding the foregoing, the provisions of this paragraph shall not apply
to the initial transfer of the Certificates to the Depositor or the Seller, or
an affiliate of the Seller.

      No person shall become a Certificateholder, so long as any Notes are
Outstanding, until it shall establish its status as a real estate investment
trust ("REIT") or as a "qualified REIT subsidiary" ("QRS") within the meaning of
Section 856(a) or Section 856(i) of the Code, respectively, by submitting to the
Certificate Registrar and the Owner Trustee, the Transferee Certificate set
forth in Exhibit H hereto.

      No offer, sale, transfer, pledge, hypothecation or other disposition
(including any pledge, sale or transfer under a repurchase transaction or
securities loan) of any Certificate shall be made to any transferee unless,
prior to such disposition, the proposed transferor delivers to the Owner Trustee
and the Certificate Registrar an Opinion of Counsel, rendered by a law firm
generally recognized to be qualified to opine concerning the tax aspects of
asset securitization, to the effect that such transfer (including any
disposition permitted following any default under any pledge or repurchase
transaction) will not cause the Trust to be no longer be treated for federal
income tax purposes as a "qualified REIT subsidiary" within the meaning of
Section 856(i) of the Code. Notwithstanding the foregoing, the provisions of
this paragraph shall not apply to the initial transfer of the Certificates to
the Depositor or the Seller, or an affiliate of the Seller.

      No offer, sale, transfer or other disposition (including pledge) of any
Certificate shall be made to any affiliate of the Depositor or the Issuer, other
than the initial transfer of the Certificates to the Depositor.

      Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificate shall be surrendered to the Certificate Registrar, or
if the Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them harmless, then in the absence of
notice to the Certificate Registrar or the Owner Trustee that such Certificate
has been acquired by a bona fide purchaser, the Owner Trustee shall execute on
behalf of the Trust and the Owner Trustee or the Certificate Registrar, shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
denomination. In connection with the issuance of any new Certificate under this
Section 3.06, the Owner Trustee or the Certificate Registrar may require the
payment of a sum sufficient to cover any expenses of the Owner Trustee or the
Certificate Registrar (including fees and expenses of counsel) and any tax or
other governmental charge that may be imposed in connection therewith.


                                       12
<PAGE>
Any duplicate Certificate issued pursuant to this Section 3.06 shall constitute
conclusive evidence of ownership in the Trust, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any time.

      Section 3.07. Persons Deemed Certificateholders. Prior to due presentation
of a Certificate for registration of transfer, the Owner Trustee, the
Certificate Registrar or any Certificate Paying Agent may treat the Person in
whose name any Certificate is registered in the Certificate Register as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 5.02 and for all other purposes whatsoever, and none of the Trust, the
Owner Trustee, the Certificate Registrar or any Certificate Paying Agent shall
be bound by any notice to the contrary.

      Section 3.08. Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar shall furnish or cause to be furnished to the
Depositor, the Certificate Paying Agent or the Owner Trustee, within 15 days
after receipt by the Certificate Registrar of a written request therefor from
the Depositor, the Certificate Paying Agent or the Owner Trustee, a list, in
such form as the Depositor, the Certificate Paying Agent or the Owner Trustee,
as the case may be, may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date. Each Holder, by receiving
and holding a Certificate, shall be deemed to have agreed not to hold any of the
Trust, the Depositor, the Certificate Paying Agent, the Certificate Registrar or
the Owner Trustee accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

      Section 3.09. Maintenance of Office or Agency. The Owner Trustee on behalf
of the Trust, shall maintain an office or offices or agency or agencies where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Owner Trustee in respect of the
Certificates and the Basic Documents may be served. The Owner Trustee initially
designates the office of the agent of the Indenture Trustee at
_________________________ for purposes of such surrender and the Corporate Trust
Office of the Indenture Trustee as its office for such purposes, service of
notices or demands. The Owner Trustee shall give prompt written notice to the
Depositor, the Certificate Paying Agent, the Certificate Registrar and the
Certificateholders of any change in the location of the Certificate Register or
any such office or agency.

      Section 3.10. Certificate Paying Agent. (a) The Certificate Paying Agent
shall make distributions to Certificateholders from the Certificate Distribution
Account on behalf of the Trust in accordance with the provisions of the
Certificates and Section 5.01 hereof from payments remitted to the Certificate
Paying Agent by the Indenture Trustee pursuant to Section 4.02 of the Indenture.
The Trust hereby appoints [CERTIFICATE PAYING AGENT] as Certificate Paying Agent
and [CERTIFICATE PAYING AGENT] hereby accepts such appointment and further
agrees that it will be bound by the provisions of this Trust Agreement relating
to the Certificate Paying Agent and shall:

            (i) hold all sums held by it for the payment of amounts due with
      respect to the Certificates in trust for the benefit of the Persons
      entitled thereto until such sums shall be paid to such Persons or
      otherwise disposed of as herein provided;


                                       13
<PAGE>
            (ii) give the Owner Trustee notice of any default by the Trust of
      which a Responsible Officer of the Certificate Paying Agent has actual
      knowledge in the making of any payment required to be made with respect to
      the Certificates;

            (iii) at any time during the continuance of any such default, upon
      the written request of the Owner Trustee forthwith pay to the Owner
      Trustee on behalf of the Trust all sums so held in Trust by such
      Certificate Paying Agent;

            (iv) comply with all requirements of the Code with respect to the
      withholding from any payments made by it on any Certificates of any
      applicable withholding taxes imposed thereon and with respect to any
      applicable reporting requirements in connection therewith; and

            (v) not institute bankruptcy proceedings against the Issuer in
      connection with this Trust Agreement.

      (b) The Trust may revoke such power and remove the Certificate Paying
Agent if it determines in its sole discretion that the Certificate Paying Agent
shall have failed to perform its obligations under this Trust Agreement in any
material respect. In the event that [_____________] shall no longer be the
Certificate Paying Agent under this Trust Agreement and Paying Agent under the
Indenture, the Owner Trustee shall appoint a successor to act as Certificate
Paying Agent (which shall be a bank or trust company) and which shall also be
the successor Paying Agent under the Indenture. The Owner Trustee shall cause
such successor Certificate Paying Agent or any additional Certificate Paying
Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee
an instrument to the effect set forth in Section 3.10(a) as it relates to the
Certificate Paying Agent. The Certificate Paying Agent shall return all
unclaimed funds to the Trust and upon removal of a Certificate Paying Agent such
Certificate Paying Agent shall also return all funds in its possession to the
Trust. The provisions of Sections 6.01, 6.04, 6.05, 6.06, 6.07, 6.08 and 7.01
shall apply to the Certificate Paying Agent to the extent applicable. Any
reference in this Agreement to the Certificate Paying Agent shall include any
co-paying agent unless the context requires otherwise.

      (c) The Certificate Paying Agent shall make all distributions to
Certificates, from moneys on deposit in the Payment Account, in accordance with
Section 5.01 of this Agreement and Section 4.02 of the Indenture.


                                       14
<PAGE>
                                   ARTICLE IV

                      Authority and Duties of Owner Trustee

      Section 4.01. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is to be
a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party and any
amendment or other agreement or instrument described herein, as evidenced
conclusively by the Owner Trustee's execution thereof. In addition to the
foregoing, the Owner Trustee is authorized, but shall not be obligated, except
as otherwise provided in this Trust Agreement, to take all actions required of
the Trust pursuant to the Basic Documents.

      Section 4.02. General Duties. It shall be the duty of the Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Trust Agreement and the Basic Documents to which the Trust is
a party and to administer the Trust in the interest of the Certificateholders,
subject to the Basic Documents and in accordance with the provisions of this
Trust Agreement.

      Section 4.03. Action upon Instruction. (a) Subject to Article IV and in
accordance with the terms of the Basic Documents, the Certificateholders may by
written instruction direct the Owner Trustee in the management of the Trust.
Such direction may be exercised at any time by written instruction of the
Certificateholders pursuant to Article IV.

      (b) Notwithstanding the foregoing, the Owner Trustee shall not be required
to take any action hereunder or under any Basic Document if the Owner Trustee
shall have reasonably determined, or shall have been advised by counsel, that
such action is likely to result in liability on the part of the Owner Trustee or
is contrary to the terms hereof or of any Basic Document or is otherwise
contrary to law.

      (c) Whenever the Owner Trustee is required to decide between alternative
courses of action permitted or required by the terms of this Trust Agreement or
under any Basic Document, or in the event that the Owner Trustee is unsure as to
the application of any provision of this Trust Agreement or any Basic Document
or any such provision is ambiguous as to its application, or is, or appears to
be, in conflict with any other applicable provision, or in the event that this
Trust Agreement permits any determination by the Owner Trustee or is silent or
is incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee shall promptly
give notice (in such form as shall be appropriate under the circumstances) to
the Certificateholders requesting instruction as to the course of action to be
adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of the Certificateholders, the Owner Trustee shall
not be liable on account of such action to any Person. If the Owner Trustee
shall not have received appropriate instruction within 10 days of such notice
(or within such shorter period of time as reasonably may be specified in such
notice or may be necessary under the circumstances) it may, but shall be under
no duty to, take or refrain from taking such action not inconsistent with this
Trust Agreement or the Basic Documents, as it shall deem to be in the best
interests of the


                                       15
<PAGE>
Certificateholders, and the Owner Trustee shall have no liability to any Person
for such action or inaction.

      Section 4.04. No Duties Except as Specified under Specified Documents or
in Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Trust Agreement, (ii) in accordance with the Basic
Documents and (iii) in accordance with any document or instruction delivered to
the Owner Trustee pursuant to Section 4.03; and no implied duties or obligations
shall be read into this Trust Agreement or any Basic Document against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or continuation statement many public office at anytime or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it
hereunder or to prepare or file any Securities and Exchange Commission filing
for the Trust or to record this Trust Agreement or any Basic Document. The Owner
Trustee nevertheless agrees that it will, at its own cost and expense, promptly
take all action as may be necessary to discharge any liens on any part of the
Trust Estate that result from actions by, or claims against, the Owner Trustee
that are not related to the ownership or the administration of the Trust Estate.

      Section 4.05. Restrictions. (a) The Owner Trustee or the Depositor (or an
Affiliate thereof) shall not take any action (x) that is inconsistent with the
purposes of the Trust set forth in Section 2.03 or (y) that, to the actual
knowledge of the Owner Trustee based on an Opinion of Counsel rendered by a law
firm generally recognized to be qualified to opine concerning the tax aspects of
asset securitization, would result in the Trust becoming taxable as a
corporation for federal income tax purposes. The Certificateholders shall not
direct the Owner Trustee to take action that would violate the provisions of
this Section 4.05.

      (b) The Owner Trustee shall not convey or transfer any of the Trust's
properties or assets, including those included in the Trust Estate, to any
person unless (a) it shall have received an Opinion of Counsel rendered by a law
firm generally recognized to be qualified to opine concerning the tax aspects of
asset securitization to the effect that such transaction will not have any
material adverse tax consequence to the Trust or any Certificateholder and (b)
such conveyance or transfer shall not violate the provisions of Section 3.16(b)
of the Indenture.

      Section 4.06. Prior Notice to Certificateholders with Respect to Certain
Matters. With respect to the following matters, the Owner Trustee shall not take
action unless at least 30 days before the taking of such action, the Owner
Trustee shall have notified the Certificateholders in writing of the proposed
action and the Certificateholders shall not have notified the Owner Trustee in
writing prior to the 30th day after such notice is given that such
Certificateholders have withheld consent or provided alternative direction:

      (a) the initiation of any claim or lawsuit by the Trust (except claims or
lawsuits brought in connection with the collection of cash distributions due and
owing under the Mortgage Loans) and the compromise of any action, claim or
lawsuit brought by or against the


                                       16
<PAGE>
Trust (except with respect to the aforementioned claims or lawsuits for
collection of cash distributions due and owing under the Mortgage Loans);

      (b) the election by the Trust to file an amendment to the Certificate of
Trust (unless such amendment is required to be filed under the Statutory Trust
Statute);

      (c) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;

      (d) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Certificateholders;
and

      (e) the appointment pursuant to the Indenture of a successor Note
Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement
of a successor Certificate Registrar or Certificate Paying Agent or the consent
to the assignment by the Note Registrar, Paying Agent, Indenture Trustee,
Certificate Registrar or Certificate Paying Agent of its obligations under the
Indenture or this Trust Agreement, as applicable.

      Section 4.07. Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee shall, as expressly provided in the Basic Documents,
sell the Mortgage Loans after the termination of the Indenture. The Owner
Trustee shall take the actions referred to in the preceding sentence only upon
written instructions signed by the Certificateholders.

      Section 4.08. Action by Certificateholders with Respect to Bankruptcy. The
Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the unanimous prior approval of all
Certificateholders and the consent of the Noteholders and the Owner Trustee and
the delivery to the Owner Trustee by each such Certificateholder of a
certificate certifying that such Certificateholder reasonably believes that the
Trust is insolvent. This paragraph shall survive for one year following
termination of this Trust Agreement.

      Section 4.09. Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Trust Agreement or any of the Basic
Documents or would be contrary to Section 2.03, nor shall the Owner Trustee be
obligated to follow any such direction, if given.

      Section 4.10. Majority Control. Except as expressly provided herein, any
action that may be taken by the Certificateholders under this Trust Agreement
may be taken by the Holders of Certificates evidencing not less than a majority
Percentage Interest of the Certificates. Except as expressly provided herein,
any written notice of the Certificateholders delivered pursuant to this Trust
Agreement shall be effective if signed by Holders of Certificates evidencing not
less than a majority Percentage Interest of the Certificates at the time of the
delivery of such notice.

      Section 4.11. Optional Redemption. Upon receipt of written instructions
provided to the Owner Trustee by the Master Servicer, the Owner Trustee shall
cause the Issuer to redeem the


                                       17
<PAGE>
Notes in accordance with Section 8.07 of the Indenture and shall provide all
necessary notices on behalf of the Issuer to effect the foregoing, provided that
the Master Servicer shall deposit with the Indenture Trustee an amount equal to
the aggregate redemption price specified under Section 8.07 of the Indenture.
The Owner Trustee shall not have the power to exercise the right of the Issuer
to redeem the Notes pursuant to Section 8.07 of the Indenture, except as
provided above.


                                       18
<PAGE>
                                    ARTICLE V

                           Application of Trust Funds

      Section 5.01. Distributions. (a) On each Payment Date, the Certificate
Paying Agent shall distribute to the Certificateholders, on a pro rata basis
based on the Certificate Percentage Interests thereof, payments to the
Certificateholders (as provided in Section 4.02 of the Indenture) for such
Payment Date as reduced by any amount owing to the Owner Trustee hereunder and
any Expenses of the Trust remaining unpaid.

      (b) In the event that any withholding tax is imposed on the distributions
(or allocations of income) to a Certificateholder, such tax shall reduce the
amount otherwise distributable to the Certificateholder in accordance with this
Section 5.01. The Certificate Paying Agent is hereby authorized and directed to
retain or cause to be retained from amounts otherwise distributable to the
Certificateholders sufficient funds for the payment of any tax that is legally
owed by the Trust (but such authorization shall not prevent the Owner Trustee
from contesting any such tax in appropriate proceedings, and withholding payment
of such tax, if permitted by law, pending the outcome of such proceedings). The
amount of any withholding tax imposed with respect to a Certificateholder shall
be treated as cash distributed to such Certificateholder at the time it is
withheld by the Certificate Paying Agent and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Certificate Paying Agent may in its sole discretion
withhold such amounts in accordance with this paragraph (b).

      (c) Distributions to Certificateholders shall be subordinated to the
creditors of the Trust, including the Noteholders.

      Section 5.02. Method of Payment. Subject to Section 8.01(c), distributions
required to be made to Certificateholders on any Payment Date as provided in
Section 5.01 shall be made to each Certificateholder of record on the preceding
Record Date by wire transfer, in immediately available funds, to the account of
such Holder at a bank or other entity having appropriate facilities therefor, if
such Certificateholder shall have provided to the Certificate Registrar
appropriate written instructions at least five Business Days prior to such
Payment Date or, if not, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register.

      Section 5.03. Tax Returns. The Indenture Trustee shall (a) maintain (or
cause to be maintained) the books of the Trust on a calendar year basis using
the accrual method of accounting, (b) deliver (or cause to be delivered) to each
Noteholder and Certificateholder as may be required by the Code and applicable
Treasury Regulations, such information as may be required to enable each
Certificateholder to prepare its federal and state income tax returns, (c)
prepare and file or cause to be prepared and filed such tax returns relating to
the Trust as may be required by the Code and applicable Treasury Regulations
(making such elections as may from time to time be required or appropriate under
any applicable state or federal statutes, rules or regulations) and (d) collect
or cause to be collected any withholding tax as described in and in accordance
with Section 5.01 of this Trust Agreement with respect to income or
distributions to Certificateholders and prepare or cause to be prepared the
appropriate forms relating thereto;


                                       19
<PAGE>
provided, however, that the Indenture Trustee shall not be required to compute
the Issuer's gross income except to the extent it can do so without unreasonable
effort or expense based upon income statements furnished to it and provided,
further, that the Indenture Trustee shall not be required to prepare and file
partnership tax returns on behalf of the Issuer unless the Indenture Trustee
receives an opinion of counsel reasonably satisfactory to it (which shall not be
at the Indenture Trustee's expense, but shall be at the expense of the Depositor
or other party furnishing such opinion) as to the necessity of such filings. The
Depositor, the Owner Trustee and the initial holder of the Certificates intend
that the Trust be treated for federal income tax purposes as a "qualified REIT
subsidiary," within the meaning of the Code. The Indenture Trustee will perform
the calculation of accrual of original issue discount and the amortization of
premium on the Notes and the Certificates. The Seller will prepare and file any
income tax returns required for the Trust and make any other tax filings
required under the Code. The Owner Trustee shall sign all tax and information
returns prepared or caused to be prepared by the Indenture Trustee pursuant to
this Section 5.03 at the request of the Indenture Trustee, and in doing so shall
rely entirely upon, and shall have no liability for information or calculations
provided by, the Indenture Trustee.

Section 5.04. Statements to Certificateholders. On each Payment Date, the
Certificate Paying Agent shall make available to each Certificateholder the
statement or statements provided to the Owner Trustee and the Certificate Paying
Agent by the Indenture Trustee pursuant to Section 7.05 of the Indenture with
respect to such Payment Date; provided, however, that in the event that any
monthly statement is no longer available, at the request of any
Certificateholder, the Indenture Trustee will deliver such monthly statement to
such Certificateholder.


                                       20
<PAGE>
                                   ARTICLE VI

                          Concerning the Owner Trustee

      Section 6.01. Acceptance of Trusts and Duties. The Owner Trustee accepts
the trusts hereby created and agrees to perform its duties hereunder with
respect to such trusts but only upon the terms of this Trust Agreement. The
Owner Trustee and the Certificate Paying Agent also agree to disburse all moneys
actually received by it constituting part of the Trust Estate upon the terms of
the Basic Documents and this Trust Agreement. The Owner Trustee shall not be
answerable or accountable hereunder or under any Basic Document under any
circumstances, except (i) for its own willful misconduct, gross negligence or
bad faith or grossly negligent failure to act or (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 6.03 expressly
made by the Owner Trustee. In particular, but not by way of limitation (and
subject to the exceptions set forth in the preceding sentence):

      (a) The Owner Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in accordance with the instructions of the
Certificateholders permitted under this Trust Agreement;

      (b) No provision of this Trust Agreement or any Basic Document shall
require the Owner Trustee to expend or risk funds or otherwise incur any
financial liability in the performance of any of its rights, duties or powers
hereunder or under any Basic Document if the Owner Trustee shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured or provided to it;

      (c) Under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Basic Documents, including
the principal of and interest on the Notes;

      (d) The Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Trust Agreement or for the due execution hereof
by the Depositor or for the form, character, genuineness, sufficiency, value or
validity of any of the Trust Estate, or for or in respect of the validity or
sufficiency of the Basic Documents, the Notes, the Certificates, other than the
certificate of authentication on the Certificates, if executed by the Owner
Trustee and the Owner Trustee shall in no event assume or incur any liability,
duty, or obligation to any Noteholder or to any Certificateholder, other than as
expressly provided for herein or expressly agreed to in the Basic Documents;

      (e) The execution, delivery, authentication and performance by it of this
Trust Agreement will not require the authorization, consent or approval of, the
giving of notice to, the filing or registration with, or the taking of any other
action with respect to, any governmental authority or agency;

      (f) The Owner Trustee shall not be liable for the default or misconduct of
the Depositor, Indenture Trustee, Certificate Registrar or the Master Servicer
under any of the Basic Documents or otherwise and the Owner Trustee shall have
no obligation or liability to perform the obligations of the Trust under this
Trust Agreement or the Basic Documents that are required


                                       21
<PAGE>
to be performed by the Indenture Trustee under the Indenture or the Seller under
the Servicing Agreement; and

      (g) The Owner Trustee shall be under no obligation to exercise any of the
rights or powers vested in it or duties imposed by this Trust Agreement, or to
institute, conduct or defend any litigation under this Trust Agreement or
otherwise or in relation to this Trust Agreement or any Basic Document, at the
request, order or direction of any of the Certificateholders, unless such
Certificateholders have offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
to perform any discretionary act enumerated in this Trust Agreement or in any
Basic Document shall not be construed as a duty, and the Owner Trustee shall not
be answerable for other than its gross negligence or willful misconduct in the
performance of any such act.

      Section 6.02. Furnishing of Documents. The Owner Trustee shall furnish to
the Certificateholders promptly upon receipt of a written reasonable request
therefor, duplicates or copies of all reports, notices, requests, demands,
Certificates, financial statements and any other instruments furnished to the
Trust under the Basic Documents.

      Section 6.03. Representations and Warranties. [OWNER TRUSTEE] hereby
represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:

      (a) It is a banking corporation duly organized and validly existing in
good standing under the laws of the State of Delaware. It has all requisite
corporate power and authority to execute, deliver and perform its obligations
under this Trust Agreement;

      (b) It has taken all corporate action necessary to authorize the execution
and delivery by it of this Trust Agreement, and this Trust Agreement will be
executed and delivered by one of its officers who is duly authorized to execute
and deliver this Trust Agreement on its behalf;

      (c) Neither the execution nor the delivery by it of this Trust Agreement,
nor the consummation by it of the transactions contemplated hereby nor
compliance by it with any of the terms or provisions hereof will contravene any
federal or Delaware law, governmental rule or regulation governing the banking
or trust powers of the Owner Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or bylaws or any indenture,
mortgage, contract, agreement or instrument to which it is a party or by which
any of its properties may be bound;

      (d) This Trust Agreement assuming due authorization, execution and
delivery by the Owner Trustee and the Depositor, constitutes a valid, legal and
binding obligation of the Owner Trustee, enforceable against it in accordance
with the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally and to general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;

      (e) The Owner Trustee is not in default with respect to any order or
decree of any court or any order, regulation or demand of any Federal, state,
municipal or governmental


                                       22
<PAGE>
agency, which default might have consequences that would materially and
adversely affect the condition (financial or other) or operations of the Owner
Trustee or its properties or might have consequences that would materially
adversely affect its performance hereunder; and

      (f) No litigation is pending or, to the best of the Owner Trustee's
knowledge, threatened against the Owner Trustee which would prohibit its
entering into this Trust Agreement or performing its obligations under this
Trust Agreement.

      Section 6.04. Reliance; Advice of Counsel. (a) The Owner Trustee shall
incur no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, note, or
other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee may accept a certified
copy of a resolution of the board of directors or other governing body of any
corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect. As to any
fact or matter the method of determination of which is not specifically
prescribed herein, the Owner Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer
or other authorized officers of the relevant party, as to such fact or matter
and such certificate shall constitute full protection to the Owner Trustee for
any action taken or omitted to be taken by it in good faith in reliance thereon.

      (b) In the exercise or administration of the Trust hereunder and in the
performance of its duties and obligations under this Trust Agreement or the
Basic Documents, the Owner Trustee (i) may act directly or through its agents,
attorneys, custodians or nominees (including persons acting under a power of
attorney) pursuant to agreements entered into with any of them, and the Owner
Trustee shall not be liable for the conduct or misconduct of such agents,
attorneys, custodians or nominees (including persons acting under a power of
attorney) if such persons have been selected by the Owner Trustee with
reasonable care, and (ii) may consult with counsel, accountants and other
skilled persons to be selected with reasonable care and employed by it. The
Owner Trustee shall not be liable for anything done, suffered or omitted in good
faith by it in accordance with the opinion or advice of any such counsel,
accountants or other such Persons and not contrary to this Trust Agreement or
any Basic Document.

      Section 6.05. Not Acting in Individual Capacity. Except as provided in
this Article VI, in accepting the trusts hereby created [OWNER TRUSTEE] acts
solely as Owner Trustee hereunder and not in its individual capacity, and all
Persons having any claim against the Owner Trustee by reason of the transactions
contemplated by this Trust Agreement or any Basic Document shall look only to
the Trust Estate for payment or satisfaction thereof.

      Section 6.06. Owner Trustee Not Liable for Certificates or Related
Documents. The recitals contained herein and in the Certificates (other than the
signatures of the Owner Trustee on the Certificates) shall be taken as the
statements of the Depositor, and the Owner Trustee assumes no responsibility for
the correctness thereof. The Owner Trustee makes no representations as to the
validity or sufficiency of this Trust Agreement, of any Basic Document or of the
Certificates (other than the signatures of the Owner Trustee on the
Certificates) or the Notes, or of any Related Documents, or of MERS or the
MERS(R) System. The Owner Trustee shall at no time have any responsibility or
liability with respect to the sufficiency of the Trust


                                       23
<PAGE>
Estate or its ability to generate the payments to be distributed to
Certificateholders under this Trust Agreement or the Noteholders under the
Indenture, including compliance by the Depositor or the Seller with any warranty
or representation made under any Basic Document or in any related document or
the accuracy of any such warranty or representation, or any action of the
Certificate Paying Agent, the Certificate Registrar or the Indenture Trustee
taken in the name of the Owner Trustee.

      Section 6.07. Owner Trustee May Own Certificates and Notes. The Owner
Trustee in its individual or any other capacity may, subject to Section 3.05,
become the owner or pledgee of Certificates or Notes and may deal with the
Depositor, the Seller, the Certificate Paying Agent, the Certificate Registrar
and the Indenture Trustee in transactions with the same rights as it would have
if it were not Owner Trustee.

      Section 6.08. Payments from Trust Estate. All payments to be made by the
Owner Trustee under this Trust Agreement or any of the Basic Documents to which
the Owner Trustee is a party shall be made only from the income and proceeds of
the Trust Estate or from other amounts required to be provided by the
Certificateholders and only to the extent that the Owner Trust shall have
received income or proceeds from the Trust Estate or the Certificateholders to
make such payments in accordance with the terms hereof. [OWNER TRUSTEE], in its
individual capacity, shall not be liable for any amounts payable under this
Trust Agreement or any of the Basic Documents to which the Owner Trustee is a
party.

      Section 6.09. Doing Business in Other Jurisdictions. Notwithstanding
anything contained herein to the contrary, the Owner Trustee shall not be
required to take any action in any jurisdiction other than in the State of
Delaware if the taking of such action will, even after the appointment of a
co-trustee or separate trustee in accordance with Section 9.05 hereof, (i)
require the consent or approval or authorization or order of or the giving of
notice to, or the registration with or the taking of any other action in respect
of, any state or other governmental authority or agency of any jurisdiction
other than the State of Delaware; (ii) result in any fee, tax or other
governmental charge under the laws of the State of Delaware becoming payable by
the Owner Trustee; or (iii) subject the Owner Trustee to personal jurisdiction
in any jurisdiction other than the State of Delaware for causes of action
arising from acts unrelated to the consummation of the transactions by the Owner
Trustee contemplated hereby.

      Section 6.10. Liability of Certificate Registrar and Certificate Paying
Agent. All provisions affording protection or rights to or limiting the
liability of the Owner Trustee, including the provisions of this Agreement
permitting the Owner Trustee to resign, merge or consolidate, shall inure as
well to the Certificate Registrar and Certificate Paying Agent.

      Section 6.11. Derivative Contracts.

      (a) At the direction of the Seller, the Owner Trustee shall, on behalf of
the Trust, enter into derivative contracts for the benefit of the Certificates;
provided however the counterparty to such derivative contract shall not be an
Affiliate of the Depositor. Any acquisition of a derivative contract shall be
accompanied by (i) an appropriate amendment to this Agreement, and (ii) any
Opinion of Counsel required by Section 10.01.


                                       24
<PAGE>
      (b) All collections, proceeds and other amounts in respect of the
derivative contracts payable by the derivative counterparty shall be distributed
to the Certificates on the Payment Date following receipt thereof by the
Certificate Paying Agent.

      (c) Any derivative contract that provides for any payment obligation on
the part of the Trust must (i) be without recourse to the assets of the Trust,
(ii) contain a non-petition covenant provision from the derivative counterparty,
(iii) limit payment dates thereunder for payments, if any, by the Trust to
Payment Dates (iv) contain a provision limiting any cash payments due to the
derivative counterparty on any, day under such derivative contract solely to
funds available therefor in the Certificate Distribution Account available to
make payments to the Holders of the Certificates on such Payment Date, and (v)
provide for copies of all notices and correspondence to be provided to the
Certificate Paying Agent.

      (d) Each derivative contract must (i) provide for the direct payment of
any amounts by the derivative counterparty thereunder to the Certificate
Distribution Account at least one Business Day prior to the related Payment
Date, (ii) contain an assignment of all of the Trust's rights (but none of its
obligations) under such derivative contract to the Owner Trustee on behalf the
Certificateholders and shall include an express consent to the derivative
counterparty to such assignment, (iii) provide that in the event of the
occurrence of an Event of Default, such derivative contract shall terminate upon
the direction of a 50.01% or greater Percentage Interest of the Certificates,
and (iv) prohibit the derivative counterparty from "setting-off' or "netting"
other obligations of the Trust and its Affiliates against such derivative
counterparty's payment obligations thereunder.

      (e) The Seller shall determine, in its sole discretion, whether any
derivative contract conforms to the requirements of Section 6.11(c) and (d).

      (f) Neither the Seller nor the Depositor shall have any direct or indirect
obligation under the derivative contracts.


                                       25
<PAGE>
                                   ARTICLE VII

                          Compensation of Owner Trustee

      Section 7.01. Owner Trustee's Fees and Expenses. The Owner Trustee shall
receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof, and the Owner Trustee shall be
reimbursed by the Depositor or the Master Servicer for its reasonable expenses
hereunder and under the Basic Documents, including the reasonable compensation,
expenses and disbursements of such agents, representatives, experts and counsel
as the Owner Trustee may reasonably employ in connection with the exercise and
performance of its rights and its duties hereunder and under the Basic
Documents. The amount of the Owner Trustee's Fee shall be paid by the Indenture
trustee pursuant to Section 6.07 of the Indenture, and all amounts owing to the
Owner Trustee hereunder in excess of such amount shall be paid pursuant to a
separate side agreement or as provided in Section 5.01 hereof.

      Section 7.02. Indemnification. The Depositor shall indemnify, defend and
hold harmless the Owner Trustee, the Certificate Registrar and the Certificate
Paying Agent, solely in its capacity as Certificate Paying Agent, and their
respective successors, assigns, agents and servants (collectively, the
"Indemnified Parties") from and against, any and all liabilities, obligations,
losses, damages, taxes, claims, actions and suits, and any and all reasonable
costs, expenses and disbursements (including reasonable legal fees and expenses)
of any kind and nature whatsoever (collectively, "Expenses") which may at any
time be imposed on, incurred by, or asserted against any Indemnified Party in
any way relating to or arising out of this Trust Agreement, the Basic Documents,
the Trust Estate, the administration of the Trust Estate or the action or
inaction of the Owner Trustee, the Certificate Registrar and the Certificate
Paying Agent, solely in its capacity as Certificate Paying Agent, hereunder,
provided, that:

      (i) the Depositor shall not be liable for or required to indemnify an
Indemnified Party from and against Expenses arising or resulting from the Owner
Trustee's, the Certificate Registrar's or the Certificate Paying Agent's willful
misconduct, gross negligence or bad faith or as a result of any inaccuracy of a
representation or warranty of the Owner Trustee contained in Section 6.03
expressly made by the Owner Trustee;

      (ii) with respect to any such claim, the Indemnified Party shall have
given the Depositor written notice thereof promptly after the Indemnified Party
shall have actual knowledge thereof,

      (iii) while maintaining control over its own defense, the Depositor shall
consult with the Indemnified Party in preparing such defense; and

      (iv) notwithstanding anything in this Agreement to the contrary, the
Depositor shall not be liable for settlement of any claim by an Indemnified
Party entered into without the prior consent of the Depositor which consent
shall not be unreasonably withheld.


                                       26
<PAGE>
      The indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee, the Certificate Registrar or the Certificate
Paying Agent or the termination of this Trust Agreement. In the event of any
claim, action or proceeding for which indemnity will be sought pursuant to this
Section 7.02, the Owner Trustee's, the Certificate Registrar's or the
Certificate Paying Agent's choice of legal counsel, if other than the legal
counsel retained by the Owner Trustee, the Certificate Registrar or the
Certificate Paying Agent in connection with the execution and delivery of this
Trust Agreement, shall be subject to the approval of the Depositor, which
approval shall not be unreasonably withheld. In addition, upon written notice to
the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent and
with the consent of the Owner Trustee, the Certificate Registrar or the
Certificate Paying Agent which consent shall not be unreasonably withheld, the
Depositor has the right to assume the defense of any claim, action or proceeding
against the Owner Trustee, the Certificate Registrar or the Certificate Paying
Agent.


                                       27
<PAGE>
                                  ARTICLE VIII

                         Termination of Trust Agreement

      Section 8.01. Termination of Trust Agreement. (a) This Trust Agreement
(other than Article VII) and the Trust shall terminate and be of no further
force or effect upon the earliest of (i) the final distribution of all moneys or
other property or proceeds of the Trust Estate in accordance with the terms of
the Indenture and this Trust Agreement, (ii) the distribution of all of the
assets of the Trust Estate, in accordance with written instructions provided to
the Owner Trustee by the Master Servicer, following the optional redemption of
the Notes by the Issuer pursuant to Section 8.07 of the Indenture and subject to
Article IX of the Sale and Servicing Agreement; provided in each case that all
amounts owing to the Noteholders to the extent payable from the Trust Estate or
proceeds thereof have been paid in full and that all obligations under the
Indenture have been discharged. The bankruptcy, liquidation, dissolution, death
or incapacity of any Certificateholder shall not (x) operate to terminate this
Trust Agreement or the Trust or (y) entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or the Trust Estate or (z) otherwise affect the rights, obligations and
liabilities of the parties hereto.

      (b) Except as provided in Section 8.01(a), neither the Depositor nor any
Certificateholder shall be entitled to revoke or terminate the Trust.

      (c) Notice of any termination of the Trust, specifying the Payment Date
upon which Certificateholders shall surrender their Certificates to the
Certificate Paying Agent for payment of the final distribution and cancellation,
shall be given by the Certificate Paying Agent by letter to Certificateholders
mailed within five Business Days of receipt of notice of the final payment on
the Notes from the Indenture Trustee, stating (i) the Payment Date upon or with
respect to which final payment of the Certificates shall be made upon
presentation and surrender of the Certificates at the office of the Certificate
Paying Agent therein designated, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office of the Certificate Payment Agent therein specified.
The Certificate Paying Agent shall give such notice to the Owner Trustee and the
Certificate Registrar at the time such notice is given to Certificateholders.
Upon presentation and surrender of the Certificates, the Certificate Paying
Agent shall cause to be distributed to Certificateholders amounts distributable
on such Payment Date pursuant to Section 5.01.

      (d) In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six months after the date specified
in the above mentioned written notice, the Certificate Paying Agent shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. Subject to applicable laws with respect to escheat of funds, if within
one year following the Payment Date on which final payment of the Certificates
was to have been made pursuant to Section 3.03 of the Indenture, all the
Certificates shall not have been surrendered for cancellation, the Certificate
Paying Agent may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning


                                       28
<PAGE>
surrender of their Certificates, and the cost thereof shall be paid out of the
funds and other assets that shall remain subject to this Trust Agreement. Any
funds remaining in the Certificate Distribution Account after exhaustion of such
remedies shall be distributed by the Certificate Paying Agent to the Depositor.

      (e) Upon the winding up of the Trust and its termination, the Owner
Trustee shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810(c) of the Statutory Trust Statute.


                                       29
<PAGE>
                                   ARTICLE IX

             Successor Owner Trustees and Additional Owner Trustees

      Section 9.01. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Statutory Trust Statute; authorized to exercise corporate trust
powers; having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authorities; and
having (or having a parent that has) a rating of at least Baa3 by Moody's or is
otherwise acceptable to the Rating Agencies. If such corporation shall publish
reports of condition at least annually pursuant to law or to the requirements of
the aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation 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 Owner Trustee shall cease to be
eligible in accordance with the provisions of this Section 9.01, the Owner
Trustee shall resign immediately in the manner and with the effect specified in
Section 9.02.

      Section 9.02. Replacement of Owner Trustee. The Owner Trustee may at any
time resign and be discharged from the trusts hereby created by giving 30 days
prior written notice thereof to the Depositor. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor Owner Trustee, by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Owner Trustee and to the successor Owner Trustee. If
no successor Owner Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Owner Trustee may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.

      If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 9.01 and shall fail to resign after written
request therefor by the Depositor, or if at any time the Owner Trustee shall be
legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver
of the Owner Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Owner Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Owner Trustee.

      Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 9.03 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Master Servicer shall provide notice of such
resignation or removal of the Owner Trustee to each of the Rating Agencies.

      Section 9.03. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 9.02 shall execute, acknowledge and deliver to the
Indenture Trustee and to its predecessor Owner Trustee an instrument accepting
such appointment under this Trust Agreement, and thereupon the resignation or
removal of the predecessor Owner Trustee shall become effective, and such
successor Owner Trustee, without any further act, deed or


                                       30
<PAGE>
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor under this Trust Agreement, with like effect as
if originally named as Owner Trustee. The predecessor Owner Trustee shall upon
payment of its fees and expenses deliver to the successor Owner Trustee all
documents and statements and monies held by it under this Trust Agreement; and
the predecessor Owner Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Owner Trustee all such rights, powers, duties
and obligations.

      No successor Owner Trustee shall accept appointment as provided in this
Section 9.03 unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.

      Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section 9.03, the Owner Trustee shall mail notice thereof to all
Certificateholders, the Indenture Trustee, the Noteholders and the Rating
Agencies.

      Section 9.04. Merger or Consolidation of Owner Trustee. Any Person into
which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
the execution or filing of any instrument or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding;
provided, that such Person shall be eligible pursuant to Section 9.01 and,
provided, further, that the Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.

      Section 9.05. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Trust Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Estate may at the time be located, the Owner Trustee shall
have the power and shall execute and deliver all instruments to appoint one or
more Persons to act as co-trustee, jointly with the Owner Trustee, or as
separate trustee or trustees, of all or any part of the Trust Estate, and to
vest in such Person, in such capacity, such title to the Trust or any part
thereof and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Owner Trustee may consider
necessary or desirable. No co-trustee or separate trustee under this Trust
Agreement shall be required to meet the terms of eligibility as a successor
Owner Trustee pursuant to Section 9.01 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 9.03.

      Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

      (a) All rights, powers, duties and obligations conferred or imposed upon
the Owner Trustee shall be conferred upon and exercised or performed by the
Owner Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act
separately without the Owner Trustee joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed, the Owner Trustee shall be incompetent or unqualified to
perform such act or acts, in


                                       31
<PAGE>
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Estate or any portion thereof in any such jurisdiction)
shall be exercised and performed singly by such separate trustee or co-trustee,
but solely at the direction of the Owner Trustee;

      (b) No trustee under this Trust Agreement shall be personally liable by
reason of any act or omission of any other trustee under this Trust Agreement;
and

      (c) The Owner Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee.

      Any notice, request or other writing given to the Owner Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Trust Agreement and the
conditions of this Article. 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 Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Trust Agreement, specifically including every provision of this Trust
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Owner Trustee. Each such instrument shall be filed with the
Owner Trustee.

      Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as 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
Trust Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor co-trustee or separate trustee.


                                       32
<PAGE>
                                    ARTICLE X

                                  Miscellaneous

      Section 10.01. Amendments. (a) This Trust Agreement may be amended from
time to time by the parties hereto as specified in this Section, provided that
any amendment, except as provided in subparagraph (e) below, be accompanied by
an Opinion of Counsel addressed to the Owner Trustee, the Certificate Registrar
and the Certificate Paying Agent and obtained by the Master Servicer to the
effect that such amendment (i) complies with the provisions of this Section and
(ii) if the Depositor or an affiliate thereof is not the Majority
Certificateholder, would not cause the Trust to be subject to an entity level
tax for federal income tax purposes.

      (b) If the purpose of the amendment (as detailed therein) is to correct
any mistake, eliminate any inconsistency, cure any ambiguity or deal with any
matter not covered (i.e. to give effect to the intent of the parties and, if
applicable, to the expectations of the Holders), it shall not be necessary to
obtain the consent of any Holders, but the Owner Trustee, the Certificate
Registrar and the Certificate Paying Agent shall be furnished with (A) a letter
from the Rating Agencies that the amendment will not result in the downgrading
or withdrawal of the rating then assigned to any Note or the rating then
assigned to any Note or (B) an Opinion of Counsel obtained by the Master
Servicer to the effect that such action will not adversely affect in any
material respect the interests of any Holders.

      (c) If the purpose of the amendment is to prevent the imposition of any
federal or state taxes at any time that any Security is outstanding, it shall
not be necessary to obtain the consent of any Holder, but the Owner Trustee, the
Certificate Registrar and the Certificate Paying Agent shall be furnished with
an Opinion of Counsel obtained by the Master Servicer that such amendment is
necessary or helpful to prevent the imposition of such taxes and is not
materially adverse to any Holder.

      (d) If the purpose of the amendment is to add or eliminate or change any
provision of the Trust Agreement other than as contemplated in (b) and (c)
above, the amendment shall require (A) an Opinion of Counsel obtained by the
Master Servicer to the effect that such action will not adversely affect in any
material respect the interests of any Holders of the Securities and (B) either
(a) a letter from the Rating Agency that the amendment will not result in the
downgrading or withdrawal of the rating then assigned to any Note or the rating
then assigned to any Note or (b) the consent of Holders of Certificates
evidencing a majority Percentage Interest of the Certificates and the Indenture
Trustee; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received that are
required to be distributed on any Certificate without the consent of the related
Certificateholder, or (ii) reduce the aforesaid percentage of Certificates the
Holders of which are required to consent to any such amendment, without the
consent of the Holders of all such Certificates then outstanding.

      (e) If the purpose of the amendment is to provide for the holding of any
of the Certificates in book-entry form, it shall require the consent of Holders
of all such Certificates


                                       33
<PAGE>
then outstanding; provided, that the Opinion of Counsel specified
in subparagraph (a) above shall not be required.

      (f) If the purpose of the amendment is to provide for the issuance of
additional certificates representing an interest in the Trust, it shall not be
necessary to obtain the consent of any Holder, but the Owner Trustee shall be
furnished with (A) an Opinion of Counsel obtained by the Master Servicer to the
effect that such action will not adversely affect in any material respect the
interests of any Holders and (B) a letter from the Rating Agencies that the
amendment will not result in the downgrading or withdrawal of the rating then
assigned to any Notes or the rating then assigned to the Notes.

      (g) Promptly after the execution of any such amendment or consent, the
Master Servicer shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee and each
of the Rating Agencies. It shall not be necessary for the consent of
Certificateholders or the Indenture Trustee pursuant to this Section 10.01 to
approve the particular form of any proposed amendment or consent, but it shall
be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents (and any other consents of Certificateholders provided
for in this Trust Agreement or in any other Basic Document) and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as the Owner Trustee may prescribe.

      (h) In connection with the execution of any amendment to any agreement to
which the Trust is a party, other than this Trust Agreement, the Owner Trustee
shall be entitled to receive and conclusively rely upon an Opinion of Counsel to
the effect that such amendment is authorized or permitted by the documents
subject to such amendment and that all conditions precedent in the Basic
Documents for the execution and delivery thereof by the Trust or the Owner
Trustee, as the case may be, have been satisfied.

      (i) No amendment or agreement affecting the rights or duties of the
Certificate Registrar or the Certificate Paying Agent may be entered into
without the consent of the affected party.

      Promptly after the execution of any amendment to the Certificate of Trust,
the Owner Trustee shall cause the filing of such amendment with the Secretary of
State of the State of Delaware.

      Section 10.02. No Legal Title to Trust Estate. The Certificateholders
shall not have legal title to any part of the Trust Estate solely by virtue of
their status as a Certificateholder. The Certificateholders shall be entitled to
receive distributions with respect to their undivided beneficial interest
therein only in accordance with Articles V and VIII. No transfer, by operation
of law or otherwise, of any right, title or interest of the Certificateholders
to and in their ownership interest in the Trust Estate shall operate to
terminate this Trust Agreement or the trusts hereunder or entitle any transferee
to an accounting or to the transfer to it of legal title to any part of the
Trust Estate.


                                       34
<PAGE>
      Section 10.03. Limitations on Rights of Others. Except for Section 2.07,
the provisions of this Trust Agreement are solely for the benefit of the Owner
Trustee, the Depositor, the Certificateholders and, to the extent expressly
provided herein, the Indenture Trustee and the Noteholders, and nothing in this
Trust Agreement (other than Section 2.07), whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or
claim in the Trust Estate or under or in respect of this Trust Agreement or any
covenants, conditions or provisions contained herein.

      Section 10.04. Notices. (a) Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing and shall be
deemed given upon receipt, to the Owner Trustee at:
_____________________________; to the Depositor at: Merrill Lynch Mortgage
Investors, Inc. 250 Vesey Street, 4 World Financial Center, 10th Floor, New
York, New York 10080, Attention: Asset-Backed Finance; to the Indenture Trustee,
the Certificate Registrar and the Certificate Paying Agent at the Corporate
Trust Office of the Indenture Trustee; to [RATING AGENCY] at:
__________________________; to [RATING AGENCY] at: ____________________________;
or, as to each party, at such other address as shall be designated by such party
in a written notice to each other party.

      (b) Any notice required or permitted to be given to a Certificateholder
shall be given by first-class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Trust Agreement shall be conclusively presumed to have
been duly given, whether or not the Certificateholder receives such notice.

      (c) A copy of any notice delivered to the Owner Trustee or the Trust shall
also be delivered to the Depositor.

      Section 10.05. Severability. Any provision of this Trust Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      Section 10.06. Separate Counterparts. This Trust Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

      Section 10.07. Successors and Assigns. All representations, warranties,
covenants and agreements contained herein shall be binding upon, and inure to
the benefit of, each of the Depositor, the Owner Trustee and its successors, and
each Certificateholder and its successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other instrument or
action by a Certificateholder shall bind the successors and assigns of such
Certificateholder.

      Section 10.08. No Petition. The Owner Trustee, by entering into this Trust
Agreement and each Certificateholder, by accepting a Certificate, hereby
covenant and agree that they will not at any time institute against the


                                       35
<PAGE>
Depositor or the Trust, or join in any institution against the Depositor or the
Trust of, any bankruptcy proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations to the
Certificates, the Notes, this Trust Agreement or any of the Basic Documents.
This Section shall survive for one year following the termination of this Trust
Agreement.

      Section 10.09. No Recourse. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificates represent
beneficial interests in the Trust only and do not represent interests in or
obligations of the Depositor, the Seller, the Owner Trustee, the Indenture
Trustee, the Certificate Registrar, the Certificate Paying Agent or any
Affiliate thereof and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated in this Trust
Agreement, the Certificates or the Basic Documents.

      Section 10.10. Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

      Section 10.11. GOVERNING LAW. THIS TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

      Section 10.12. Integration. This Trust Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements and understandings pertaining thereto.

      Section 10.13. Intention of the Parties.

      The Depositor and the Owner Trustee, on behalf of the Issuer, agree that
it is their intention that the sale of the Mortgage Loans to the Depositor, and
the Depositor's sale of the Mortgage Loans to the Issuer pursuant to this Trust
Agreement shall be treated for federal, stated and local tax purposes as a
transfer directly by the Seller to the Issuer (with the Issuer's issuance of the
Notes treated for federal, state and local tax purposes as the issuance by the
Seller of indebtedness secured by the Mortgage Loans) and mutually covenant to
report this and all related transactions for all federal, state and local tax
reporting purposes in a manner consistent with the intent. The Depositor will
have the right to review the Mortgage Loans and the Related Documents to
determine the characteristics of the Mortgage Loans which will affect the
federal, state and local tax consequences of owning the Mortgage Loans and the
Issuer will cooperate with all reasonable requests made by the Depositor in the
course of such review


                                       36
<PAGE>
         IN WITNESS WHEREOF, the Depositor and the Owner Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.

                                 MERRILL LYNCH MORTGAGE INVESTORS, INC.,
                                         as Depositor

                                 By:    ________________________________________
                                 Name:
                                 Title:


                                 [OWNER TRUSTEE],
                                         as Owner Trustee

                                 By:    ________________________________________
                                 Name:
                                 Title:


                                 [__________________],
                                         as Certified Registrar and Certificate
                                         Paying Agent

                                 By:    ________________________________________
                                 Name:
                                 Title:


                                       37
<PAGE>

                                    EXHIBIT A

                               FORM OF CERTIFICATE

      THIS CERTIFICATE IS SUBORDINATE TO THE NOTES AS DESCRIBED IN THE
INDENTURE.

      NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS
TO THE TRANSFEREE'S STATUS AS A U.S. PERSON OR CORPORATION UNDER U.S. LAW.

      NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
REGISTRAR HAS RECEIVED PROF OF THE TRANSFEREE'S STATUS AS A REIT OR AS A
QUALIFIED REIT SUBSIDIARY.

      THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.04 OF THE TRUST AGREEMENT REFERRED
TO HEREIN.

      NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (I) A REPRESENTATION LETTER FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN OR OTHER PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OR (II) IF THIS CERTIFICATE
IS PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN SUBJECT TO ERISA, OR SECTION
4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS), OR A
TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON WHO IS USING THE ASSETS OF ANY
SUCH PLAN TO EFFECT SUCH ACQUISITION, AN OPINION OF COUNSEL TO THE EFFECT THAT
THE PURCHASE OF CERTIFICATES IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT
CONSTITUTE OR RESULT IN ANY PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975
OF THE CODE AND WILL NOT SUBJECT THE DEPOSITOR, THE SELLER, THE OWNER TRUSTEE,
THE CERTIFICATE REGISTRAR OR THE MASTER SERVICER TO ANY OBLIGATION OR LIABILITY
(INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE)
IN ADDITION TO THOSE UNDERTAKEN IN THE TRUST AGREEMENT, WHICH OPINION OF COUNSEL
SHALL NOT BE AN EXPENSE OF


                                      B-1
<PAGE>
THE DEPOSITOR, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR OR THE MASTER
SERVICER.

      THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
SELLER, THE CERTIFICATE REGISTRAR, THE CERTIFICATE PAYING AGENT, THE DEPOSITOR,
THE MASTER SERVICER, THE INDENTURE TRUSTEE, OR THE OWNER TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE TRUST AGREEMENT OR
THE BASIC DOCUMENTS.


                                      B-2
<PAGE>
Certificate No. ___                                    Percentage Interest: 100%

Cut-off Date:

Date of Amended and Restated Trust
Agreement:


Master Servicer:                                       First Payment Date:


                                                       CUSIP: [_________]

                             [TRUST NAME AND SERIES]

         Evidencing a fractional undivided equity interest in the Owner Trust
Estate, the property of which consists primarily of the Mortgage Loans in [TRUST
NAME] (the "Trust"), a Delaware statutory trust formed by Merrill Lynch Mortgage
Investors, Inc., as depositor, pursuant to the Trust Agreement referred to
below.

         This certifies that [_____________] is the registered owner of the
Percentage Interest represented hereby.

         The Trust was created pursuant to a Short Form Trust Agreement, dated
as of ___________, between the Depositor and [OWNER TRUSTEE], as owner trustee
(the "Owner Trustee", which term includes any successor entity under the Trust
Agreement) (the "Short Form Trust Agreement") as amended and restated by the
Amended and Restated Trust Agreement dated as of ____________ (as amended and
supplemented from time to time, together with the Short Form Trust Agreement,
the "Trust Agreement") among the Depositor, the Owner Trustee and The
Certificate Registrar and Certificate Paying Agent, a summary of certain of the
pertinent provisions of which is set forth hereinafter. This Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the Holder of this Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound.

         This Certificate is one of a duly authorized issue of Trust
Certificates, Series [_______] (herein called the "Certificates") issued under
the Trust Agreement to which reference is hereby made for a statement of the
respective rights thereunder of the Depositor, the Owner Trustee and the Holders
of the Certificates and the terms upon which the Certificates are executed and
delivered. All terms used in this Certificate which are defined in the Trust
Agreement shall have the meanings assigned to them in the Trust Agreement. The
Owner Trust Estate consists of the Mortgage Loans in the [TRUST NAME]. The
rights of the Holders of the Certificates are subordinated to the rights of the
Holders of the Notes, as set forth in the Indenture.

         There will be distributed on the 25th day of each month or, if such
25th day is not a Business Day, the next Business Day (each, a "Payment Date"),
commencing on __________, to the Person in whose name this Certificate is
registered at the close of business on the last


                                      B-3
<PAGE>
Business Day of the month immediately preceding such Payment Date (the "Record
Date"), such Certificateholder's Percentage Interest in the amount to be
distributed to Certificateholders on such Payment Date.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Payment Account that
have been released from the Lien of the Indenture for payment hereunder and that
neither the Owner Trustee in its individual capacity nor the Depositor is
personally liable to the Certificateholders for any amount payable under this
Certificate or the Trust Agreement or, except as expressly provided in the Trust
Agreement, subject to any liability under the Trust Agreement.

         The Holder of this Certificate acknowledges and agrees that its rights
to receive distributions in respect of this Certificate are subordinated to the
rights of the Noteholders as described in the Indenture, dated as of
____________, between the Trust and [INDENTURE TRUSTEE], as Indenture Trustee
(the "Indenture").

         The Depositor and each Certificateholder, by acceptance of a
Certificate, agree to treat, and to take no action inconsistent with the
treatment of, the Certificates for federal, state and local income tax purposes
as an equity interest in the Trust.

         Each Certificateholder, by its acceptance of a Certificate, covenants
and agrees that such Certificateholder will not at any time institute against
the Depositor, or join in any institution against the Depositor or the Trust 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 the
Certificates, the Notes, the Trust Agreement or any of the Basic Documents.

         Distributions on this Certificate will be made as provided in the Trust
Agreement by the Certificate Paying Agent by wire transfer or check mailed to
the Certificateholder of record in the Certificate Register without the
presentation or surrender of this Certificate or the making of any notation
hereon. Except as otherwise provided in the Trust Agreement and notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Certificate Paying Agent of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
maintained by the Certificate Registrar for that purpose by the Trust, as
provided in Section 3.09 of the Trust Agreement.

         Notwithstanding the above, the final distribution on this Certificate
will be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
in such notice.

         No transfer, sale, pledge or other disposition of a Certificate shall
be made unless such transfer, sale, pledge or other disposition is exempt from
the registration requirements of the Securities Act and any applicable state
securities laws or is made in accordance with said Act and laws. In the event of
any such transfer, the Certificate Registrar or the Depositor shall prior to
such transfer require the transferee to execute (A) either (i) (a) an investment
letter in substantially the form attached to the Agreement as Exhibit C (or in
such form and substance reasonably satisfactory to the Certificate Registrar and
the Depositor) which investment letter


                                      B-4
<PAGE>
shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar, the Master Servicer, the Seller or the Depositor and which investment
letter states that, among other things, such transferee (1) is a "qualified
institutional buyer" as defined under Rule 144A, acting for its own account or
the accounts of other "qualified institutional buyers" as defined under Rule
144A, and (2) is aware that the proposed transferor intends to rely on the
exemption from registration requirements under the Securities Act of 1933, as
amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
acceptable to and in form and substance satisfactory to the Certificate
Registrar and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from said
Act and laws or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar, the Master Servicer, the Seller or the Depositor and (b) the
transferee executes a representation letter, substantially in the form of
Exhibit D to the Agreement, and the transferor executes a representation letter,
substantially in the form of Exhibit F to the Agreement, each acceptable to and
in form and substance satisfactory to the Certificate Registrar and the
Depositor certifying the facts surrounding such transfer, which representation
letters shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar, the Master Servicer, the Seller or the Depositor and (B) the
Certificate of Non-Foreign Status (in substantially the form attached to the
Agreement as Exhibit D) acceptable to and in form and substance reasonably
satisfactory to the Certificate Registrar and the Depositor, which certificate
shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar, the Seller or the Depositor. The Holder of a Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trust, the
Owner Trustee, the Indenture Trustee, the Certificate Paying Agent, the
Certificate Registrar, the Master Servicer, the Seller and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         No transfer of Certificates or any interest therein shall be made to
any Person unless the Depositor, the Owner Trustee, the Certificate Registrar,
the Seller and the Master Servicer are provided with an Opinion of Counsel which
establishes to the satisfaction of the Depositor, the Owner Trustee, the
Certificate Registrar, the Seller and the Master Servicer that the purchase of
Certificates is permissible under applicable law, will not constitute or result
in any prohibited transaction under ERISA or Section 4975 of the Code and will
not subject the Depositor, the Owner Trustee, the Certificate Registrar, the
Seller or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Trust Agreement, which Opinion of Counsel shall not
be an expense of the Depositor, the Owner Trustee, the Certificate Registrar,
the Seller or the Master Servicer. In lieu of such Opinion of Counsel, a Person
may provide a certification in the form of Exhibit G to the Agreement, which the
Depositor, the Owner Trustee, the Certificate Registrar, the Seller and the
Master Servicer may rely upon without further inquiry or investigation. Neither
an Opinion of Counsel nor a certification will be required in connection with
the initial transfer of any such Certificate by the Depositor to an affiliate of
the Depositor (in which case, the Depositor or any affiliate thereof shall have
deemed to have represented that such affiliate is not a Plan or a Person
investing Plan Assets of any Plan) and the Owner Trustee shall be entitled to
conclusively rely upon a representation (which, upon the request of the Owner
Trustee, shall be a written representation) from the Depositor of the status of
such transferee as an affiliate of the Depositor.


                                      B-5
<PAGE>
      No offer, sale, transfer, pledge, hypothecation or other disposition
(including any pledge, sale or transfer under a repurchase transaction or
securities loan) of any Certificate shall be made to any transferee unless,
prior to such disposition, the proposed transferor delivers to the Owner Trustee
and the Certificate Registrar an Opinion of Counsel, rendered by a law firm
generally recognized to be qualified to opine concerning the tax aspects of
asset securitization to the effect that such transfer (including any disposition
permitted following any default under any pledge or repurchase transaction) will
not cause the Trust to be no longer be treated for federal income tax purposes
as a "qualified REIT subsidiary" within the meaning of Section 856(i) of the
Code.

      Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Owner Trustee, or an authenticating agent by
manual signature, this Certificate shall not entitle the Holder hereof to any
benefit under the Trust Agreement or be valid for any purpose.

      THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


                                      B-6
<PAGE>
         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Certificate to be duly executed.

                                        [TRUST]
                                        BY: [OWNER TRUSTEE],
                                        not in its individual capacity
                                        but solely as Owner Trustee



Dated:                                  By:_____________________________________

                                                    Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within mentioned Agreement.

[OWNER TRUSTEE],
not in its individual capacity
but solely as Owner Trustee

By:________________________________________________
               Authorized Signatory

Or ________________________________________________,
        as Authenticating Agent of the Trust

By:________________________________________________
               Authorized Signatory


                                      B-7
<PAGE>
                             REVERSE OF CERTIFICATE

         The Certificates do not represent an obligation of, or an interest in,
the Depositor, the Seller, the Master Servicer, the Indenture Trustee, the
Certificate Paying Agent, the Certificate Registrar, the Owner Trustee or any
Affiliates of any of them and no recourse may be had against such parties or
their assets, except as expressly set forth or contemplated herein or in the
Trust Agreement or the Basic Documents. In addition, this Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain collections and recoveries with respect to the Mortgage
Loans, all as more specifically set forth herein and in the Trust Agreement. A
copy of the Trust Agreement may be examined by any Certificateholder upon
written request during normal business hours at the principal office of the
Depositor and at such other places, if any, designated by the Depositor.

         The Trust Agreement permits the amendment thereof as specified below,
provided that any amendment be accompanied by an Opinion of Counsel to the Owner
Trustee to the effect that such amendment complies with the provisions of the
Trust Agreement and, if [____________] was not the Majority Certificateholder,
would not cause the Trust to be subject to an entity level tax. If the purpose
of the amendment is to correct any mistake, eliminate any inconsistency, cure
any ambiguity or deal with any matter not covered, it shall not be necessary to
obtain the consent of any Holder, but the Owner Trustee shall be furnished with
a letter from each of the Rating Agencies that the amendment will not result in
the downgrading or withdrawal of the rating then assigned to any Note or the
rating then assigned to any Note. If the purpose of the amendment is to prevent
the imposition of any federal or state taxes at any time that any Security is
outstanding, it shall not be necessary to obtain the consent of the any Holder,
but the Owner Trustee shall be furnished with an Opinion of Counsel that such
amendment is necessary or helpful to prevent the imposition of such taxes and is
not materially adverse to any Holder. If the purpose of the amendment is to add
or eliminate or change any provision of the Trust Agreement, other than as
specified in the preceding two sentences, the amendment shall require either (a)
a letter from each of the Rating Agencies that the amendment will not result in
the downgrading or withdrawal of the rating then assigned to any Note or the
rating then assigned to any Note or (b) the consent of Holders of the
Certificates evidencing a majority of the Percentage Interests of the
Certificates and the Indenture Trustee; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the time of,
payments received that are required to be distributed on any Certificate without
the consent of the related Certificateholder, or (ii) reduce the aforesaid
percentage of Certificates the Holders of which are required to consent to any
such amendment without the consent of the Holders of all such Certificates then
outstanding.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Trust, as provided in the Trust Agreement, accompanied by a written
instrument of transfer in form satisfactory to the Certificate Registrar duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate interest in the Trust


                                      B-8
<PAGE>
will be issued to the designated transferee. The initial Certificate Registrar
appointed under the Trust Agreement is [__________].

         Except as provided in the Trust Agreement, the Certificates are
issuable only in a minimum Certificate Percentage Interest of 10%. As provided
in the Trust Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same aggregate denomination, as requested by the Holder
surrendering the same. No service charge will be made for any such registration
of transfer or exchange, but the Owner Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge
payable in connection therewith.

         The Owner Trustee, the Certificate Paying Agent, the Certificate
Registrar and any agent of the Owner Trustee, the Certificate Paying Agent, or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Owner Trustee,
the Certificate Paying Agent, the Certificate Registrar or any such agent shall
be affected by any notice to the contrary.

         The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate as and when provided in accordance
with the terms of the Trust Agreement.


                                      B-9
<PAGE>
                                   ASSIGNMENT

      FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)


the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


________________________________________________________________________________
to transfer said Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.

Dated:



                                          __________________________________  */
                                                 Signature Guaranteed


                                                ________________________  */

                                                ________________________


________________________________________________________________________________

*/ NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.


                                      B-10
<PAGE>
                            DISTRIBUTION INSTRUCTIONS

      The assignee should include the following for the information of the
Certificate Paying Agent:

      Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number___________, or, if mailed by check, to _________________________,

      Applicable statements should be mailed to _______________________________.
                                                _______________________________



                                       _________________________________________
                                       Signature of assignee or agent
                                       (for authorization of wire transfer only)


                                      B-11
<PAGE>
                                    EXHIBIT B

                             CERTIFICATE OF TRUST OF
                                     [TRUST]

      THIS Certificate of Trust of [TRUST] (the "Trust"), dated ____________, is
being duly executed and filed by [OWNER TRUSTEE], a Delaware banking
corporation, as trustee, to form a statutory trust under the Delaware Statutory
Trust Act (12 Del. Code, Section 3801 et seq.).

      1. Name. The name of the statutory trust formed hereby is [TRUST].

      2. Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is _________________________.

      IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.

                                    [OWNER TRUSTEE],
                                    not in its individual capacity but solely as
                                    owner trustee under a Trust Agreement dated
                                    as of _______________



                                    By: ________________________________________
                                    Name:
                                    Title:


                                      B-1
<PAGE>
                                    EXHIBIT C

                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]

             Description of Rule 144A Securities, including numbers:


                    _______________________________________

                    _______________________________________

                    _______________________________________

                    _______________________________________

      The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").

      1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.

      2. The Buyer warrants and represents to, and covenants with, the Owner
Trustee and the Depositor (as defined in the Amended and Restated Trust
Agreement (the "Agreement"), dated as of ____________, among Merrill Lynch
Mortgage Investors, Inc., as Depositor, [OWNER TRUSTEE], as Owner Trustee and
[____________], as Certificate Registrar and Certificate Paying Agent) pursuant
to Section 3.05 of the Agreement and [INDENTURE TRUSTEE], as indenture trustee,
as follows:

            a. The Buyer understands that the Rule 144A Securities have not been
      registered under the 1933 Act or the securities laws of any state.

            b. The Buyer considers itself a substantial, sophisticated
      institutional investor having such knowledge and experience in financial
      and business matters that it is capable of evaluating the merits and risks
      of investment in the Rule 144A Securities.




                                      C-1
<PAGE>
            c. The Buyer has been furnished with all information regarding the
      Rule 144A Securities that it has requested from the Seller, the Indenture
      Trustee, the Owner Trustee or the Master Servicer.

            d. Neither the Buyer nor anyone acting on its behalf has offered,
      transferred, pledged, sold or otherwise disposed of the Rule 144A
      Securities, any interest in the Rule 144A Securities or any other similar
      security to, or solicited any offer to buy or accept a transfer, pledge or
      other disposition of the Rule 144A Securities, any interest in the Rule
      144A Securities or any other similar security from, or otherwise
      approached or negotiated with respect to the Rule 144A Securities, any
      interest in the Rule 144A Securities or any other similar security with,
      any person in any manner, or made any general solicitation by means of
      general advertising or in any other manner, or taken any other action,
      that would constitute a distribution of the Rule 144A Securities under the
      1933 Act or that would render the disposition of the Rule 144A Securities
      a violation of Section 5 of the 1933 Act or require registration pursuant
      thereto, nor will it act, nor has it authorized or will it authorize any
      person to act, in such manner with respect to the Rule 144A Securities.

            e. The Buyer is a "qualified institutional buyer" as that term is
      defined in Rule 144A under the 1933 Act and has completed either of the
      forms of certification to that effect attached hereto as Annex 1 or Annex
      2. The Buyer is aware that the sale to it is being made in reliance on
      Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
      account or the accounts of other qualified institutional buyers,
      understands that such Rule 144A Securities may be resold, pledged or
      transferred only (i) to a person reasonably believed to be a qualified
      institutional buyer that purchases for its own account or for the account
      of a qualified institutional buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
      pursuant to another exemption from registration under the 1933 Act.

      3. The Buyer warrants and represents to, and covenants with, the Seller,
the Indenture Trustee, Owner Trustee, Master Servicer and the Depositor that
either (1) the Buyer is (A) not an employee benefit plan (within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")), or a plan (within the meaning of Section 4975(e)(1) of the Internal
Revenue Code of 1986 ("Code")), which (in either case) is subject to ERISA or
Section 4975 of the Code (each, a "Plan"), and (B) is not directly or indirectly
purchasing the Rule 144A Securities on behalf of, as investment manager of, as
named fiduciary of, as trustee of, or with "plan assets" of a Plan, or (2) the
Buyer understands that registration of transfer of any Rule 144A Securities to
any Plan, or to any Person acting on behalf of any Plan, will not be made unless
such Plan delivers an opinion of its counsel, addressed and satisfactory to the
Certificate Registrar, the Owner Trustee, the Master Servicer and the Depositor,
to the effect that the purchase and holding of the Rule 144A Securities by, on
behalf of or with "plan assets" of any Plan is permissible under applicable law,
would not constitute or result in a prohibited transaction under ERISA or
Section 4975 of the Code, and would not subject the Depositor, the Owner
Trustee, the Certificate Registrar or the Master Servicer to any obligation or
liability (including liabilities under ERISA or Section 4975 of the Code) in
addition


                                      C-2
<PAGE>
to those undertaken in the Agreement, which Opinion of Counsel shall not be an
expense of the Depositor, the Owner Trustee, the Certificate Registrar or the
Master Servicer.

      4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.

      IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.


_____________________________________      _____________________________________
Print Name of Seller                       Print Name of Buyer

By    _______________________________      By    _______________________________
Name:                                      Name:
Title:                                     Title:
Taxpayer Identification:                   Taxpayer Identification:
No.   _______________________________      No.   _______________________________
Date: _______________________________      Date: _______________________________
                                                 _______________________________

                                      C-3
<PAGE>
                                                            ANNEX 1 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

         The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

         1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

         2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $ 1 in securities (except for the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A) and (ii) the Buyer
satisfies the criteria in the category marked below.

___      Corporation, etc. The Buyer is a corporation (other than a bank,
         savings and loan association or similar institution), Massachusetts or
         similar business trust, partnership, or charitable organization
         described in Section 501(c)(3) of the Internal Revenue Code.

___      Bank. The Buyer (a) is a national bank or banking institution organized
         under the laws of any State, territory or the District of Columbia, the
         business of which is substantially confined to banking and is
         supervised by the State or territorial banking commission or similar
         official or is a foreign bank or equivalent institution, and (b) has an
         audited net worth of at least $25,000,000 as demonstrated in its latest
         annual financial statements, a copy of which is attached hereto.

___      Savings and Loan. The Buyer (a) is a savings and loan association,
         building and loan association, cooperative bank, homestead association
         or similar institution, which is supervised and examined by a State or
         Federal authority having supervision over any such institutions or is a
         foreign savings and loan association or equivalent institution and (b)
         has an audited net worth of at least $25,000,000 as demonstrated in its
         latest annual financial statements.

___      Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
         of the Securities Exchange Act of 1934.

___      Insurance Company. The Buyer is an insurance company whose primary and
         predominant business activity is the writing of insurance or the
         reinsuring of risks


----------
1        Buyer must own and/or invest on a discretionary basis at least
         $100,000,000 in securities unless Buyer is a dealer, and, in that case,
         Buyer must own and/or invest on a discretionary basis at least
         $10,000,000 in securities.

                                      C-4
<PAGE>
         underwritten by insurance companies and which is subject to supervision
         by the insurance commissioner or a similar official or agency of a
         State or territory or the District of Columbia.

___      State or Local Plan. The Buyer is a plan established and maintained by
         a State, its political subdivisions, or any agency or instrumentality
         of the State or its political subdivisions, for the benefit of its
         employees.

___      ERISA Plan. The Buyer is an employee benefit plan within the meaning of
         Title I of the Employee Retirement Income Security Act of 1974.

___      Investment Adviser. The Buyer is an investment adviser registered under
         the Investment Advisers Act of 1940.

___      SBIC. The Buyer is a Small Business Investment Company licensed by the
         U.S. Small Business Administration under Section 301(c) or (d) of the
         Small Business Investment Act of 1958.

___      Business Development Company. The Buyer is a business development
         company as defined in Section 202(a)(22) of the Investment Advisers Act
         of 1940.

___      Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
         company and whose participants are exclusively (a) plans established
         and maintained by a State, its political subdivisions, or any agency or
         instrumentality of the State or its political subdivisions, for the
         benefit of its employees, or (b) employee benefit plans within the
         meaning of Title I of the Employee Retirement Income Security Act of
         1974, but is not a trust fund that includes as participants individual
         retirement accounts or H.R. 10 plans.

         3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit Notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.

         5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Owner Trust
Certificates are relying and will


                                      C-5
<PAGE>
continue to rely on the statements made herein because one or more sales to the
Buyer may be in reliance on Rule 144A.


____________      ____________      Will the Buyer be purchasing the Rule 144A
    Yes                No           Securities only for the Buyer's own account?

         6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

         7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.

                                            ____________________________________
                                            Print Name of Buyer



                                            By:   ______________________________
                                            Name:
                                            Title:

                                            Date:
                                                  ______________________________


                                      C-6
<PAGE>
                                                            ANNEX 2 TO EXHIBIT C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]

         The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:

         1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.

         2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.

____     The Buyer owned $__________________ in securities (other than the
         excluded securities referred to below) as of the end of the Buyer's
         most recent fiscal year (such amount being calculated in accordance
         with Rule 144A).

____     The Buyer is part of a Family of Investment Companies which owned in
         the aggregate $_____________________ in securities (other than the
         excluded securities referred to below) as of the end of the Buyer's
         most recent fiscal year (such amount being calculated in accordance
         with Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's Family
of Investment Companies, (ii) bank deposit Notes and certificates of deposit,
(iii) loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.

         5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements


                                      C-7
<PAGE>
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.

         6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.

                                        ________________________________________
                                        Print Name of Buyer


                                        By:    _________________________________
                                        Name:
                                        Title:


                                        IF AN ADVISER:


                                        ________________________________________
                                        Print Name of Buyer


                                        Date:  _________________________________



                                      C-8
<PAGE>
                                    EXHIBIT D


                        CERTIFICATE OF NON-FOREIGN STATUS

         This Certificate of Non-Foreign Status ("certificate") is delivered
pursuant to Section 3.03 of the Amended and Restated Trust Agreement, dated as
of ___________ (the "Trust Agreement"), among Merrill Lynch Mortgage Investors,
Inc., as Depositor, [OWNER TRUSTEE], as Owner Trustee and [____________], as
Certificate Registrar and Certificate Paying Agent, in connection with the
acquisition of, transfer to or possession by the undersigned, whether as
beneficial owner for U.S. federal income tax purposes (the "Beneficial Owner"),
or nominee on behalf of the Beneficial Owner of the [TRUST], Certificates,
Series [_______] (the "Certificate"). Capitalized terms used but not defined in
this certificate have the respective meanings given them in the Trust Agreement.

Each holder must complete Part I, Part II (if the holder is a nominee), and in
all cases sign and otherwise complete Part III.

In addition, each holder shall submit with the Certificate an IRS Form W-9
relating to such holder.

To confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the
Internal Revenue Code (relating to withholding tax on foreign partners) do not
apply in respect of the Certificate held by the undersigned, the undersigned
hereby certifies:

Part I -          Complete Either A or B

                  A.       Individual as Beneficial Owner

                           1.       I am (The Beneficial Owner is) not a
                                    non-resident alien for purposes of U.S.
                                    income taxation;

                           2.       My (The Beneficial Owner's) name and home
                                    address are:


                                                        ; and

                           3.       My (The Beneficial Owner's) U.S. taxpayer
                                    identification number (Social Security
                                    Number) is

                  B.       Corporate, Partnership or Other Entity as Beneficial
                           Owner

                           1.       __________________ (Name of the Beneficial
                                    Owner) is not a foreign corporation, foreign
                                    partnership, foreign trust or foreign estate
                                    (as those terms are defined
                                    in the Code and Treasury Regulations;


                                      D-1
<PAGE>
                           2.       The Beneficial Owner's office address and
                                    place of incorporation (if applicable)
                                    is

                                                        ; and

                           3.       The Beneficial Owner's U.S. employer
                                    identification number is __________________.

Part II -         Nominees

         If the undersigned is the nominee for the Beneficial Owner, the
undersigned certifies that this certificate has been made in reliance upon
information contained in:

                 an IRS Form W-9

                 a form such as this or substantially similar

provided to the undersigned by an appropriate person and (i) the undersigned
agrees to notify the Certificate Registrar at least thirty (30) days prior to
the date that the form relied upon becomes obsolete, and (ii) in connection with
change in Beneficial Owners, the undersigned agrees to submit a new Certificate
of Non-Foreign Status to the Certificate Registrar promptly after such change.

Part III -        Declaration

         The undersigned, as the Beneficial Owner or a nominee thereof, agrees
to notify the Certificate Registrar within sixty (60) days of the date that the
Beneficial Owner becomes a foreign person. The undersigned understands that this
certificate may be disclosed to the Internal Revenue Service by the Certificate
Registrar and any false statement contained therein could be punishable by
fines, imprisonment or both.


                                      D-2
<PAGE>
         Under penalties of perjury, I declare that I have examined this
certificate and to the best of my knowledge and belief it is true, correct and
complete and will further declare that I will inform the Trust of any change in
the information provided above, and, if applicable, I further declare that I
have the authority* to sign this document.


_______________________________________
Name


_______________________________________
Title (if applicable)


_______________________________________
Signature and Date





*Note: If signed pursuant to a power of attorney, the power of attorney must
accompany this certificate.


                                      D-3
<PAGE>
                                    EXHIBIT E

                    FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                     [DATE]

[____________________]
[____________________]
[____________________]

[____________________]
[____________________]
New York, New York 10286

         Re:      [TRUST NAME] Trust Certificates, Series
                  [________] (the "Certificates")

Ladies and Gentlemen:

         In connection with our acquisition of the above-captioned Certificates,
we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as
amended, nor are we acting on behalf of any such plan, (e) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer set forth in
the Trust Agreement.

                                      Very truly yours,


                                      E-1
<PAGE>
                                      [TRANSFEREE]



                                      By: ______________________________________
                                                   Authorized Officer


                                      E-2
<PAGE>
                                    EXHIBIT F

                             TRANSFEROR CERTIFICATE

[____________________]
[____________________]
[____________________]

[____________________]
[____________________]
[____________________]


         Re:      Proposed Transfer of Certificates,
                  [TRUST NAME AND SERIES]

Gentlemen:

      This certification is being made by ____________________ (the
"Transferor") in connection with the proposed Transfer to _____________________
(the "Transferee") of a trust certificate (the "Certificate") representing ___%
fractional undivided interest in [TRUST] (the "Trust") created pursuant to a
Trust Agreement, dated as of ____________ (such agreement, as amended by the
Amended and Restated Trust Agreement, dated ______________, being referred to
herein as the "Trust Agreement") among Merrill Lynch Mortgage Investors, Inc.
(the "Company"), [OWNER TRUSTEE], as Owner Trustee (the "Owner Trustee") and
[_________], as certificate registrar and certificate paying agent (the
"Certificate Registrar"). Initially capitalized terms used but not defined
herein have the meanings assigned to them in the Deposit Trust Agreement. The
Transferor hereby certifies, represents and warrants to, and covenants with, the
Company, the Owner Trustee and the Certificate Registrar that:

      Neither the Transferor nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Trust Certificate, any
interest in any Trust Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Trust Certificate, any interest in any
Trust Certificate or any other similar security from any person in any manner,
(c) has otherwise approached or negotiated with respect to any Trust
Certificate, any interest in any Trust Certificate or any other similar security
with any person in any manner, (d) has made any general solicitation by means of
general advertising or in any other manner, or (e) has taken any other action,
that (as to any of (a) through (e) above) would constitute a distribution of the
Trust Certificates under the Securities Act of 1933 (the "Act"), that would
render the disposition of any Trust Certificate a violation of Section 5 of the
Act or any state securities law, or that would require registration or
qualification pursuant thereto. The Transferor will not act in any manner set
forth in the foregoing sentence with respect to any Trust Certificate. The
Transferor has not and will not sell or otherwise transfer any of the Trust
Certificates, except in compliance with the provisions of the Trust Agreement.


                                      F-1
<PAGE>
Date:______________________________         ___________________________________
                                                    Name of Transferor

                                            ___________________________________
                                                        Signature

                                            ___________________________________
                                                           Name

                                            ___________________________________
                                                          Title


                                      F-2
<PAGE>
                                    EXHIBIT G

                                     [DATE]

[____________________]
[____________________]
[____________________]

[____________________]
[____________________]
[____________________]


         Re:      Proposed Transfer of Trust Certificates,
                  [TRUST NAME AND SERIES] (the "Certificates")

Gentlemen:

      This certification is being made by ____________ (the "Transferee") in
connection with the proposed Transfer by ____________ (the "Transferor") of a
trust certificate (the "Trust Certificate") representing __% fractional
undivided interest in [TRUST] (the "Trust") created pursuant to a Trust
Agreement, dated as of ____________ (such agreement, as amended by the Amended
and Restated Trust Agreement, dated ___________, being referred to herein as the
"Trust Agreement") among Merrill Lynch Mortgage Investors, Inc. (the "Company"),
[OWNER TRUSTEE], as Owner Trustee (the "Owner Trustee") and [____________], as
certificate registrar and certificate paying agent (the "Certificate
Registrar"). Initially capitalized terms used but not defined herein have the
meanings assigned to them in the Trust Agreement. The Transferor hereby
certifies, represents and warrants to, and covenants with, the Company, the
Owner Trustee and the Certificate Registrar that:

      (i) either (a) or (b) is satisfied, as marked below:

            ___ a. The Transferor is not any employee benefit plan or other plan
      subject to the Employee Retirement Income Security Act of 1974, as amended
      ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986 (the
      "Code") (each, a "Plan"), a Person acting, directly or indirectly, on
      behalf of a Plan or any Person acquiring such Trust Certificates with
      "plan assets" of a Plan within the meaning of the Department of Labor
      regulation promulgated at 29 C.F.R. Section 2510.3-101; or

            ___ b. The Transferor is a Plan, a Person acting, directly or
      indirectly, on behalf of a Plan or any Person acquiring such Trust
      Certificates with "plan assets" of a Plan within the meaning of the
      Department of Labor regulation promulgated at 29 C.F.R. Section 2510.3-101
      and will provide the Depositor, the Owner Trustee, the Certificate
      Registrar and the Master Servicer with an Opinion of Counsel, satisfactory
      to the Depositor, the Owner Trustee, the Certificate Registrar and the
      Master Servicer, to the effect that the purchase and holding of a Trust
      Certificate by or on behalf of the Transferor is permissible under
      applicable law, will not constitute or result in a prohibited transaction
      under Section 406 of ERISA or Section 4975 of the Code (or comparable
      provisions of


                                      G-1
<PAGE>
      any subsequent enactments) and will not subject the Depositor, the Owner
      Trustee, the Certificate Registrar or the Master Servicer to any
      obligation or liability (including liabilities under ERISA or Section 4975
      of the Code) in addition to those undertaken in the Trust Agreement, which
      opinion of counsel shall not be an expense of the Depositor, the Owner
      Trustee, the Certificate Registrar or the Master Servicer; and

      (ii) the Transferor is familiar with the prohibited transaction
      restrictions and fiduciary responsibility requirements of Sections 406 and
      407 of ERISA and Section 4975 of the Code and understands that each of the
      parties to which this certification is made is relying and will continue
      to rely on the statements made in this paragraph.

                                            Very truly yours,


                                            By:     ____________________________
                                            Name:   ____________________________
                                            Title:  ____________________________
                                                    ____________________________


                                      G-2
<PAGE>
                                    EXHIBIT H

                         FORM OF TRANSFEREE CERTIFICATE

[____________________]
[____________________]
[____________________]

[____________________]
[____________________]
[____________________]

         Re:      Proposed Transfer of Trust Certificates,
                  [TRUST NAME AND SERIES] (the "Certificates")

Gentlemen:

      This certification is being made by (the "Transferee") in connection with
the proposed Transfer by (the "Transferor") of a trust certificate (the "Trust
Certificate") representing __% fractional undivided interest in [TRUST] (the
"Trust") created pursuant to a Trust Agreement, dated as of ____________ (such
agreement, as amended by the Amended and Restated Trust Agreement dated
____________, being referred to herein as the "Trust Agreement") among Merrill
Lynch Mortgage Investors, Inc. (the "Company"), [OWNER TRUSTEE], as Owner
Trustee (the "Owner Trustee") and [_____________], as certificate registrar and
certificate paying agent (the "Certificate Registrar"). Initially capitalized
terms used but not defined herein have the meanings assigned to them in the
Trust Agreement. The Transferor hereby certifies, represents and warrants to,
and covenants with, the Company, the Owner Trustee and the Certificate Registrar
that:

      The Transferee is a REIT or a Qualified REIT Subsidiary within the meaning
of Section 856(a) or Section 856(i) of the Code, respectively.


Date:______________________________         ___________________________________
                                                    Name of Transferee

                                            ___________________________________
                                                        Signature

                                            ___________________________________
                                                           Name

                                            ___________________________________
                                                          Title


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