SEC Info - C-Bass Mortgage Loan Asset-Backed Certificates, Series 2005-CB3 - ‘8-K’ for 6/9/05

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C-Bass Mortgage Loan Asset-Backed Certificates, Series 2005-CB3 – ‘8-K’ for 6/9/05 – EX-4.1

On: Friday, 6/24/05, at 3:57pm ET · For: 6/9/05 · Accession #: 1125282-5-3385 · File #: 333-121605-17

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/24/05  C-Bass Mtge Loan Asset-… 2005-CB3 8-K:8,9     6/09/05    3:1.0M                                   Bowne & C… Smartedgar/FA

Current Report — Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     15K 
 2: EX-4.1      Pooling and Servicing Agreement                      356   1.21M 
 3: EX-99.1     Mortgage Loan Purchase Agreement                      26     88K

EX-4.1 — Pooling and Servicing Agreement
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Article I Definitions Article Ii Conveyance of Mortgage Loans; Original Issuance of Certificates Article Iii Administration and Servicing of the Trust Fund Article Iv Flow of Funds Article Ix Remic and Grantor Trust Administration Article Vii Default Article Viii the Trustee Article Vi the Seller, the Servicer and the Depositor Article V the Certificates Article Xi Miscellaneous Provisions Article X Termination Assignment Mortgage Loan Purchase Agreement Pass-Through Rate Percentage Interest Pooling and Servicing Agreement Remic 1 Remic 2 Remic B-1 Remic B-2 Remic B-3 Remic B-4 Remic B-5 Remic B-6 Remic X/N Section 10.01 Termination Section 10.02 Additional Termination Requirements Section 1.01 Defined Terms Section 1.02 Accounting Section 11.01 Amendment Section 11.02 Recordation of Agreement; Counterparts Section 11.03 Limitation on Rights of Certificateholders Section 11.04 Governing Law; Jurisdiction Section 11.05 Notices Section 11.06 Severability of Provisions Section 11.07 Article and Section References Section 11.08 Notice to the Rating Agencies Section 11.09 Further Assurances Section 11.11 Acts of Certificateholders Section 2.01 Conveyance of Mortgage Loans Section 2.02 Acceptance by Trustee Section 2.03 Repurchase or Substitution of Mortgage Loans by the Seller Section 2.04 Representations and Warranties of the Seller with Respect to the Mortgage Loans Section 2.05 Representations, Warranties and Covenants of the Servicer Section 2.06 Representations and Warranties of the Depositor Section 2.07 Issuance of Certificates and the Uncertificated Regular Interests Section 2.08 Representations and Warranties of the Seller Section 2.09 Covenants of the Seller Section 3.01 Servicer to Act as Servicer Section 3.02 Collection of Mortgage Loan Payments Section 3.03 Realization Upon Defaulted Mortgage Loans Section 3.04 Collection Account and Distribution Account Section 3.05 Permitted Withdrawals From the Collection Account Section 3.06 Establishment of Escrow Account; Deposits in Escrow Account Section 3.07 Permitted Withdrawals From Escrow Account Section 3.08 Payment of Taxes, Insurance and Other Charges; Collections Thereunder Section 3.09 Transfer of Accounts Section 3.10 Maintenance of Hazard Insurance Section 3.11 Maintenance of Mortgage Impairment Insurance Policy Section 3.12 Fidelity Bond, Errors and Omissions Insurance Section 3.13 Title, Management and Disposition of REO Property and Certain Delinquent Mortgage Loans Section 3.14 Due-on-Sale Clauses; Assumption and Substitution Agreements Section 3.15 Notification of Adjustments Section 3.16 Optional Purchases of Mortgage Loans by Servicer Section 3.17 Trustee to Cooperate; Release of Files Section 3.18 Servicing Compensation Section 3.19 Annual Statement as to Compliance Section 3.20 Annual Independent Certified Public Accountants' Reports Section 3.21 Access to Certain Documentation and Information Regarding the Mortgage Loans Section 3.22 Reserved Section 3.23 Obligations of the Servicer in Respect of Compensating Interest Section 3.24 Obligations of the Servicer in Respect of Mortgage Interest Rates and Monthly Payments Section 3.25 Investment of Funds in the Collection Account and the Distribution Account Section 3.26 Liability of Servicer; Indemnification Section 3.27 Reports of Foreclosure and Abandonment of Mortgaged Properties Section 3.28 Protection of Assets Section 3.29 Periodic Filings Section 3.30 Advance Facility Section 4.01 Interest Distributions Section 4.02 Distributions of Principal and Monthly Excess Cashflow Amounts Section 4.03 Allocation of Losses Section 4.04 Method of Distribution Section 4.05 Distributions on Book-Entry Certificates Section 4.06 Statements Section 4.07 Remittance Reports; Advances Section 4.08 REMIC Distributions Section 5.01 The Certificates Section 5.02 Registration of Transfer and Exchange of Certificates Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates Section 5.04 Persons Deemed Owners Section 5.05 Appointment of Paying Agent Section 6.01 Liability of the Seller, the Servicer and the Depositor Section 6.02 Merger or Consolidation of, or Assumption of the Obligations of, the Seller, the Servicer or the Depositor Section 6.03 Limitation on Liability of the Servicer and Others Section 6.04 Servicer Not to Resign Section 6.05 Delegation of Duties Section 7.01 Servicer Events of Termination Section 7.02 Trustee to Act; Appointment of Successor Section 7.03 Waiver of Defaults Section 7.04 Notification to Certificateholders Section 7.05 Survivability of Servicer Liabilities Section 8.01 Duties of Trustee Section 8.02 Certain Matters Affecting the Trustee Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans Section 8.04 Trustee May Own Certificates Section 8.05 Seller to Pay Trustee Fees and Expenses Section 8.06 Eligibility Requirements for Trustee Section 8.07 Resignation or Removal of Trustee Section 8.08 Successor Trustee Section 8.09 Merger or Consolidation of Trustee Section 8.10 Appointment of Co-Trustee or Separate Trustee Section 8.11 Limitation of Liability Section 8.12 Trustee May Enforce Claims Without Possession of Certificates Section 8.13 Suits for Enforcement Section 8.14 Waiver of Bond Requirement Section 8.15 Waiver of Inventory, Accounting and Appraisal Requirement Section 8.16 Compliance with National Housing Act of 1934 Section 9.01 REMIC Administration Section 9.02 Prohibited Transactions and Activities Section 9.03 Indemnification with Respect to Certain Taxes and Loss of REMIC Status Section 9.04 REO Property Section 9.05 Grantor Trust Administration Table of Contents
1	1st Page - Filing Submission
"	Pooling and Servicing Agreement
2	Table of Contents
8	Remic 1
9	Remic 2
"	Remic B-1
"	Remic B-2
"	Remic B-3
10	Remic B-4
"	Remic B-5
"	Remic B-6
"	Remic X/N
12	Article I Definitions
"	Section 1.01 Defined Terms
56	Section 1.02 Accounting
"	Article Ii Conveyance of Mortgage Loans; Original Issuance of Certificates
"	Section 2.01 Conveyance of Mortgage Loans
58	Section 2.02 Acceptance by Trustee
60	Section 2.03 Repurchase or Substitution of Mortgage Loans by the Seller
62	Section 2.04 Representations and Warranties of the Seller with Respect to the Mortgage Loans
63	Section 2.05 Representations, Warranties and Covenants of the Servicer
65	Section 2.06 Representations and Warranties of the Depositor
66	Section 2.07 Issuance of Certificates and the Uncertificated Regular Interests
67	Section 2.08 Representations and Warranties of the Seller
68	Section 2.09 Covenants of the Seller
69	Article Iii Administration and Servicing of the Trust Fund
"	Section 3.01 Servicer to Act as Servicer
70	Section 3.02 Collection of Mortgage Loan Payments
"	Section 3.03 Realization Upon Defaulted Mortgage Loans
72	Section 3.04 Collection Account and Distribution Account
73	Section 3.05 Permitted Withdrawals From the Collection Account
74	Section 3.06 Establishment of Escrow Account; Deposits in Escrow Account
75	Section 3.07 Permitted Withdrawals From Escrow Account
"	Section 3.08 Payment of Taxes, Insurance and Other Charges; Collections Thereunder
76	Section 3.09 Transfer of Accounts
"	Section 3.10 Maintenance of Hazard Insurance
77	Section 3.11 Maintenance of Mortgage Impairment Insurance Policy
"	Section 3.12 Fidelity Bond, Errors and Omissions Insurance
78	Section 3.13 Title, Management and Disposition of REO Property and Certain Delinquent Mortgage Loans
79	Section 3.14 Due-on-Sale Clauses; Assumption and Substitution Agreements
80	Section 3.15 Notification of Adjustments
"	Section 3.16 Optional Purchases of Mortgage Loans by Servicer
81	Section 3.17 Trustee to Cooperate; Release of Files
82	Section 3.18 Servicing Compensation
"	Section 3.19 Annual Statement as to Compliance
83	Section 3.20 Annual Independent Certified Public Accountants' Reports
"	Section 3.21 Access to Certain Documentation and Information Regarding the Mortgage Loans
"	Section 3.22 Reserved
"	Section 3.23 Obligations of the Servicer in Respect of Compensating Interest
84	Section 3.24 Obligations of the Servicer in Respect of Mortgage Interest Rates and Monthly Payments
"	Section 3.25 Investment of Funds in the Collection Account and the Distribution Account
85	Section 3.26 Liability of Servicer; Indemnification
86	Section 3.27 Reports of Foreclosure and Abandonment of Mortgaged Properties
"	Section 3.28 Protection of Assets
"	Section 3.29 Periodic Filings
88	Section 3.30 Advance Facility
90	Article Iv Flow of Funds
"	Section 4.01 Interest Distributions
92	Section 4.02 Distributions of Principal and Monthly Excess Cashflow Amounts
100	Section 4.03 Allocation of Losses
101	Section 4.04 Method of Distribution
"	Section 4.05 Distributions on Book-Entry Certificates
"	Section 4.06 Statements
104	Section 4.07 Remittance Reports; Advances
105	Section 4.08 REMIC Distributions
108	Article V the Certificates
"	Section 5.01 The Certificates
109	Section 5.02 Registration of Transfer and Exchange of Certificates
114	Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates
"	Section 5.04 Persons Deemed Owners
"	Section 5.05 Appointment of Paying Agent
115	Article Vi the Seller, the Servicer and the Depositor
"	Section 6.01 Liability of the Seller, the Servicer and the Depositor
"	Section 6.02 Merger or Consolidation of, or Assumption of the Obligations of, the Seller, the Servicer or the Depositor
"	Section 6.03 Limitation on Liability of the Servicer and Others
116	Section 6.04 Servicer Not to Resign
117	Section 6.05 Delegation of Duties
"	Article Vii Default
"	Section 7.01 Servicer Events of Termination
119	Section 7.02 Trustee to Act; Appointment of Successor
120	Section 7.03 Waiver of Defaults
"	Section 7.04 Notification to Certificateholders
"	Section 7.05 Survivability of Servicer Liabilities
"	Article Viii the Trustee
"	Section 8.01 Duties of Trustee
122	Section 8.02 Certain Matters Affecting the Trustee
123	Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans
"	Section 8.04 Trustee May Own Certificates
124	Section 8.05 Seller to Pay Trustee Fees and Expenses
"	Section 8.06 Eligibility Requirements for Trustee
125	Section 8.07 Resignation or Removal of Trustee
"	Section 8.08 Successor Trustee
126	Section 8.09 Merger or Consolidation of Trustee
"	Section 8.10 Appointment of Co-Trustee or Separate Trustee
127	Section 8.11 Limitation of Liability
"	Section 8.12 Trustee May Enforce Claims Without Possession of Certificates
"	Section 8.13 Suits for Enforcement
128	Section 8.14 Waiver of Bond Requirement
"	Section 8.15 Waiver of Inventory, Accounting and Appraisal Requirement
"	Section 8.16 Compliance with National Housing Act of 1934
"	Article Ix Remic and Grantor Trust Administration
"	Section 9.01 REMIC Administration
131	Section 9.02 Prohibited Transactions and Activities
"	Section 9.03 Indemnification with Respect to Certain Taxes and Loss of REMIC Status
132	Section 9.04 REO Property
"	Section 9.05 Grantor Trust Administration
133	Article X Termination
"	Section 10.01 Termination
134	Section 10.02 Additional Termination Requirements
135	Article Xi Miscellaneous Provisions
"	Section 11.01 Amendment
136	Section 11.02 Recordation of Agreement; Counterparts
"	Section 11.03 Limitation on Rights of Certificateholders
137	Section 11.04 Governing Law; Jurisdiction
"	Section 11.05 Notices
"	Section 11.06 Severability of Provisions
138	Section 11.07 Article and Section References
"	Section 11.08 Notice to the Rating Agencies
"	Section 11.09 Further Assurances
139	Section 11.11 Acts of Certificateholders
141	Pass-Through Rate
147	Assignment
269	Percentage Interest
333	Mortgage Loan Purchase Agreement

EX-4.1 1st Page of 356 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                                                                     Exhibit 4.1

                                                                  EXECUTION COPY

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

 MERRILL LYNCH MORTGAGE INVESTORS, INC.,
 Depositor

CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC,
Seller

 LITTON LOAN SERVICING LP,
Servicer

 and

 U.S. BANK NATIONAL ASSOCIATION,
 Trustee

 POOLING AND SERVICING AGREEMENT

 Dated as of May 1, 2005

2005-CB3 Trust

 C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB3

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

EX-4.1 2nd Page of 356 TOC 1st Previous Next ↓Bottom Just 2nd
 TABLE OF CONTENTS

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                                                                                                     PAGE

                                                                                                         
ARTICLE I         DEFINITIONS...........................................................................6

    Section 1.01      Defined Terms.....................................................................6

    Section 1.02      Accounting.......................................................................50

ARTICLE II        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES......................50

    Section 2.01      Conveyance of Mortgage Loans.....................................................50

    Section 2.02      Acceptance by Trustee............................................................52

    Section 2.03      Repurchase or Substitution of Mortgage Loans by the Seller.......................54

    Section 2.04      Representations and Warranties of the Seller with Respect to the Mortgage          
                      Loans............................................................................56

    Section 2.05      Representations, Warranties and Covenants of the Servicer........................57

    Section 2.06      Representations and Warranties of the Depositor..................................59

    Section 2.07      Issuance of Certificates and the Uncertificated Regular Interests................60

    Section 2.08      Representations and Warranties of the Seller.....................................61

    Section 2.09      Covenants of the Seller..........................................................62

ARTICLE III       ADMINISTRATION AND SERVICING OF THE TRUST FUND.......................................63

    Section 3.01      Servicer to Act as Servicer......................................................63

    Section 3.02      Collection of Mortgage Loan Payments.............................................64

    Section 3.03      Realization Upon Defaulted Mortgage Loans........................................64

    Section 3.04      Collection Account and Distribution Account......................................66

    Section 3.05      Permitted Withdrawals From the Collection Account................................67

    Section 3.06      Establishment of Escrow Account; Deposits in Escrow Account......................68

    Section 3.07      Permitted Withdrawals From Escrow Account........................................69

    Section 3.08      Payment of Taxes, Insurance and Other Charges; Collections Thereunder............69

    Section 3.09      Transfer of Accounts.............................................................70

    Section 3.10      Maintenance of Hazard Insurance..................................................70

    Section 3.11      Maintenance of Mortgage Impairment Insurance Policy..............................71

    Section 3.12      Fidelity Bond, Errors and Omissions Insurance....................................71

    Section 3.13      Title, Management and Disposition of REO Property and Certain Delinquent           
                      Mortgage Loans...................................................................72

    Section 3.14      Due-on-Sale Clauses; Assumption and Substitution Agreements......................73

    Section 3.15      Notification of Adjustments......................................................74

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EX-4.1 3rd Page of 356 TOC 1st Previous Next ↓Bottom Just 3rd
 TABLE OF CONTENTS
 (continued)

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                                                                                                     PAGE

                                                                                                         
    Section 3.16      Optional Purchases of Mortgage Loans by Servicer.................................74

    Section 3.17      Trustee to Cooperate; Release of Files...........................................75

    Section 3.18      Servicing Compensation...........................................................76

    Section 3.19      Annual Statement as to Compliance................................................76

    Section 3.20      Annual Independent Certified Public Accountants' Reports.........................77

    Section 3.21      Access to Certain Documentation and Information Regarding the Mortgage             
                      Loans............................................................................77

    Section 3.22      Reserved.........................................................................77

    Section 3.23      Obligations of the Servicer in Respect of Compensating Interest..................77

    Section 3.24      Obligations of the Servicer in Respect of Mortgage Interest Rates and              
                      Monthly Payments.................................................................78

    Section 3.25      Investment of Funds in the Collection Account and the Distribution                 
                      Account..........................................................................78

    Section 3.26      Liability of Servicer; Indemnification...........................................79

    Section 3.27      Reports of Foreclosure and Abandonment of Mortgaged Properties...................80

    Section 3.28      Protection of Assets.............................................................80

    Section 3.29      Periodic Filings.................................................................80

    Section 3.30      Advance Facility.................................................................82

ARTICLE IV        FLOW OF FUNDS........................................................................84

    Section 4.01      Interest Distributions...........................................................84

    Section 4.02      Distributions of Principal and Monthly Excess Cashflow Amounts...................86

    Section 4.03      Allocation of Losses.............................................................94

    Section 4.04      Method of Distribution...........................................................95

    Section 4.05      Distributions on Book-Entry Certificates.........................................95

    Section 4.06      Statements.......................................................................95

    Section 4.07      Remittance Reports; Advances.....................................................98

    Section 4.08      REMIC Distributions..............................................................99

ARTICLE V         THE CERTIFICATES....................................................................102

    Section 5.01      The Certificates................................................................102

    Section 5.02      Registration of Transfer and Exchange of Certificates...........................103

    Section 5.03      Mutilated, Destroyed, Lost or Stolen Certificates...............................108

    Section 5.04      Persons Deemed Owners...........................................................108

    Section 5.05      Appointment of Paying Agent.....................................................108

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EX-4.1 4th Page of 356 TOC 1st Previous Next ↓Bottom Just 4th
 TABLE OF CONTENTS
 (continued)

                                                        [Enlarge/Download Table]

                                                                                                     PAGE

                                                                                                         
ARTICLE VI        THE SELLER, THE SERVICER AND THE DEPOSITOR..........................................109

    Section 6.01      Liability of the Seller, the Servicer and the Depositor.........................109

    Section 6.02      Merger or Consolidation of, or Assumption of the Obligations of, the               
                      Seller, the Servicer or the Depositor...........................................109

    Section 6.03      Limitation on Liability of the Servicer and Others..............................109

    Section 6.04      Servicer Not to Resign..........................................................110

    Section 6.05      Delegation of Duties............................................................111

ARTICLE VII       DEFAULT.............................................................................111

    Section 7.01      Servicer Events of Termination..................................................111

    Section 7.02      Trustee to Act; Appointment of Successor........................................113

    Section 7.03      Waiver of Defaults..............................................................114

    Section 7.04      Notification to Certificateholders..............................................114

    Section 7.05      Survivability of Servicer Liabilities...........................................114

ARTICLE VIII      THE TRUSTEE.........................................................................114

    Section 8.01      Duties of Trustee...............................................................114

    Section 8.02      Certain Matters Affecting the Trustee...........................................116

    Section 8.03      Trustee Not Liable for Certificates or Mortgage Loans...........................117

    Section 8.04      Trustee May Own Certificates....................................................117

    Section 8.05      Seller to Pay Trustee Fees and Expenses.........................................118

    Section 8.06      Eligibility Requirements for Trustee............................................118

    Section 8.07      Resignation or Removal of Trustee...............................................119

    Section 8.08      Successor Trustee...............................................................119

    Section 8.09      Merger or Consolidation of Trustee..............................................120

    Section 8.10      Appointment of Co-Trustee or Separate Trustee...................................120

    Section 8.11      Limitation of Liability.........................................................121

    Section 8.12      Trustee May Enforce Claims Without Possession of Certificates...................121

    Section 8.13      Suits for Enforcement...........................................................121

    Section 8.14      Waiver of Bond Requirement......................................................122

    Section 8.15      Waiver of Inventory, Accounting and Appraisal Requirement.......................122

    Section 8.16      Compliance with National Housing Act of 1934....................................122

ARTICLE IX        REMIC AND GRANTOR TRUST ADMINISTRATION..............................................122

    Section 9.01      REMIC Administration............................................................122

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EX-4.1 5th Page of 356 TOC 1st Previous Next ↓Bottom Just 5th
 TABLE OF CONTENTS
 (continued)

                                                        [Enlarge/Download Table]

                                                                                                      PAGE

                                                                                                          
    Section 9.02       Prohibited Transactions and Activities..........................................125

    Section 9.03       Indemnification with Respect to Certain Taxes and Loss of REMIC Status..........125

    Section 9.04       REO Property....................................................................126

    Section 9.05       Grantor Trust Administration....................................................126

ARTICLE X          TERMINATION.........................................................................127

    Section 10.01      Termination.....................................................................127

    Section 10.02      Additional Termination Requirements.............................................128

ARTICLE XI         MISCELLANEOUS PROVISIONS............................................................129

    Section 11.01      Amendment.......................................................................129

    Section 11.02      Recordation of Agreement; Counterparts..........................................130

    Section 11.03      Limitation on Rights of Certificateholders......................................130

    Section 11.04      Governing Law; Jurisdiction.....................................................131

    Section 11.05      Notices.........................................................................131

    Section 11.06      Severability of Provisions......................................................131

    Section 11.07      Article and Section References..................................................132

    Section 11.08      Notice to the Rating Agencies...................................................132

    Section 11.09      Further Assurances..............................................................132

    Section 11.10      Benefits of Agreement...........................................................133

    Section 11.11      Acts of Certificateholders......................................................133

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EX-4.1 6th Page of 356 TOC 1st Previous Next ↓Bottom Just 6th
 EXHIBITS:

Exhibit A-1      Form of Class AV-1 Certificates                                
Exhibit A-2      Form of Class AV-2 Certificates                                
Exhibit A-3      Form of Class AV-3 Certificates                                
Exhibit A-4      Form of Class AF-1A Certificates                               
Exhibit A-5      Form of Class AF-1B Certificates                               
Exhibit A-6      Form of Class AF-1C Certificates                               
Exhibit A-7      Form of Class AF-2 Certificates                                
Exhibit A-8      Form of Class AF-3 Certificates                                
Exhibit A-9      Form of Class AF-4 Certificates                                
Exhibit B-1      Form of Class B-1 Certificates                                 
Exhibit B-2      Form of Class B-2 Certificates                                 
Exhibit B-3      Form of Class B-3 Certificates                                 
Exhibit B-4      Form of Class B-4 Certificates                                 
Exhibit B-5-1    Form of Class B-5 Certificates (144A)                          
Exhibit B-5-2    Form of Class B-5 Certificates (Regulation S)                  
Exhibit B-6-1    Form of Class B-6 Certificates (144A)                          
Exhibit B-6-2    Form of Class B-6 Certificates (Regulation S)                  
Exhibit C-1-1    Form of Class R Certificate                                    
Exhibit C-1-2    Form of Class R-X Certificates                                 
Exhibit C-2      Form of Class M-1 Certificates                                 
Exhibit C-3      Form of Class M-2 Certificates                                 
Exhibit C-4      Form of Class M-3 Certificates                                 
Exhibit C-5      Form of Class M-4 Certificates                                 
Exhibit C-6      Form of Class X Certificates                                   
Exhibit C-7      Form of Class N Certificates                                   
Exhibit D-1      Mortgage Loan Schedule for Group I Mortgage Loans              
Exhibit D-2      Mortgage Loan Schedule for Group II Mortgage Loans             
Exhibit E        Form of Request for Release of Documents                       
Exhibit F-1      Form of Custodian's Initial Certification                      
Exhibit F-2      Form of Custodian's Final Certification                        
Exhibit F-3      Form of Receipt of Mortgage Note                               
Exhibit G        Mortgage Loan Purchase Agreement                               
Exhibit H        Form of Lost Note Affidavit                                    
Exhibit I        Form of ERISA Representation                                   
Exhibit J        Forms of Investment Letters                                    
Exhibit K        Form of Residual Certificate Transfer Affidavit                
Exhibit L        Form of Transferor Certificate                                 
Exhibit M        Monthly Information Provided by Servicer                       
Exhibit N        Form of Certification to be Provided with Form 10-K            
Exhibit O        Form of Certification to be Provided by Trustee to the Servicer
Exhibit P        Form of Cap Contract                                           
Exhibit Q        Form of Power of Attorney                                      

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EX-4.1 7th Page of 356 TOC 1st Previous Next ↓Bottom Just 7th
      This Pooling and Servicing Agreement is dated as of May 1, 2005 (the
"Agreement"), among MERRILL LYNCH MORTGAGE INVESTORS, INC., as depositor (the   
"Depositor"), CREDIT-BASED ASSET SERVICING AND SECURITIZATION LLC, as seller    
(the "Seller"), LITTON LOAN SERVICING LP, as servicer (the "Servicer") and U.S. 
BANK NATIONAL ASSOCIATION, as trustee (the "Trustee").                          

 PRELIMINARY STATEMENT

        The Depositor intends to sell pass-through certificates (collectively,
the "Certificates"), to be issued hereunder in multiple Classes, which in the   
aggregate will evidence the entire beneficial ownership interest in the Trust   
Fund created hereunder. The Certificates will consist of twenty-three Classes of
Certificates, designated as (i) the Class AV-1, Class AV-2, Class AV-3, Class   
AF-1A, Class AF-1B, Class AF-1C, Class AF-2, Class AF-3 and Class AF-4          
Certificates, (ii) the Class M-1, Class M-2, Class M-3 and Class M-4            
Certificates, (iii) the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5   
and Class B-6 Certificates, (iv) the Class N Certificates, (v) the Class X      
Certificates, (vi) the Class R Certificates and the Class R-X Certificates.     

        As provided herein, the Trustee shall elect that the Trust Fund (other
than the Cap Contract, the Reserve Account and the Grantor Trust) be treated for
federal income tax purposes as nine separate real estate mortgage investment    
conduits (each a "REMIC" or, in the alternative, "REMIC 1," "REMIC 2," "REMIC   
B-1," "REMIC B-2," "REMIC B-3," "REMIC B-4," "REMIC B-5," "REMIC B-6" and "REMIC
X/N" respectively). The REMIC X/N Regular Interests represent all of the        
"regular interests" in REMIC X/N. The REMIC B-6 Regular Interests represent all 
of the "regular interests" in REMIC B-6. The REMIC B-5 Regular Interests        
represent all of the "regular interests" in REMIC B-5. The REMIC B-4 Regular    
Interests represent all of the "regular interests" in REMIC B-4. The REMIC B-3  
Regular Interests represent all of the "regular interests" in REMIC B-3. The    
REMIC B-2 Regular Interests represent all of the "regular interests" in REMIC   
B-2. The REMIC B-1 Regular Interests represent all of the "regular interests" in
REMIC B-1. The REMIC 2 Regular Interests represent all of the "regular          
interests" in REMIC 2. The REMIC 1 Regular Interests represent all of the       
"regular interests" in REMIC 1. Each Class of Cap Carryover Certificates (other 
than the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6    
Certificates) represents beneficial ownership of the Corresponding REMIC 2      
Regular Interest and the right to receive Net WAC Carryover Amounts. The Class  
B-1 Certificates represent beneficial ownership of the REMIC B-1 Regular        
Interest and the right to receive Net WAC Carryover Amounts. The Class B-2      
Certificates represent beneficial ownership of the REMIC B-2 Regular Interest   
and the right to receive Net WAC Carryover Amounts. The Class B-3 Certificates  
represent beneficial ownership of the REMIC B-3 Regular Interest and the right  
to receive Net WAC Carryover Amounts. The Class B-4 Certificates represent      
beneficial ownership of the REMIC B-4 Regular Interest and the right to receive 
Net WAC Carryover Amounts. The Class B-5 Certificates represent beneficial      
ownership of the REMIC B-5 Regular Interest and the right to receive Net WAC    
Carryover Amounts. The Class B-6 Certificates represent beneficial ownership of 
the REMIC B-6 Regular Interest and the right to receive Net WAC Carryover       
Amounts.                                                                        

       For federal income tax purposes, the Class N and Class X Certificates
together represent beneficial ownership of the REMIC X/N X/N Interest subject to
the obligation to pay Net WAC Carryover Amounts. Each of the Class R-1 and Class
R-2 Interests, represented collectively by the Class R Certificates, represents 
the sole Class of "residual interest" in REMIC 1 and REMIC 2, respectively, for 
purposes of the REMIC Provisions. Each of the Class R-B-1, Class R-B-2, Class   
R-B-3, Class R-B-4, Class R-B-5, Class R-B-6 and Class R-X/N Interests,         
represented collectively by the Class R-X Certificates, represent the sole Class
of "residual interest" in REMIC B-1, REMIC B-2, REMIC B-3, REMIC B-4, REMIC B-5,
REMIC B-6 and REMIC X/N, respectively, for purposes of the REMIC provisions. The
REMIC 1 Regular Interests will be held as assets of REMIC 2. The REMIC 2 X/N    
Interest will be held as the sole asset of REMIC X/N. For federal income tax    
purposes, the REMIC X/N X/N Interest will be held as the asset of the Grantor   
Trust. The REMIC 2 B-1 Interest will be held as the sole asset of REMIC B-1.    

EX-4.1 8th Page of 356 TOC 1st Previous Next ↓Bottom Just 8th
       The REMIC 2 B-2 Interest will be held as the sole asset of REMIC B-2.
The REMIC 2 B-3 Interest will be held as the sole asset of REMIC B-3. The REMIC 
2 B-4 Interest will be held as the sole asset of REMIC B-4. The REMIC 2 B-5     
Interest will be held as the sole asset of REMIC B-5. The REMIC 2 B-6 Interest  
will be held as the sole asset of REMIC B-6. The "latest possible maturity date"
for federal income tax purposes of all interests created hereby will be the     
Distribution Date in May 2035.                                                  

REMIC 1                                                                         

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

                                                                [Download Table]

                                                        Related Loan Group or
 Designation   Interest Rate  Initial Principal Amount   Related Certificate 
-------------  -------------  ------------------------  ---------------------
                                                                             
LT1-AV1             (1)                  (5)                  Class AV-1     
LT1-AV2             (1)                  (5)                  Class AV-2     
LT1-AV3             (1)                  (5)                  Class AV-3     
LT1-AF1A            (1)                  (5)                 Class AF-1A     
LT1-AF1B            (1)                  (5)                 Class AF-1B     
LT1-AF1C            (1)                  (5)                 Class AF-1C     
LT1-AF2             (1)                  (5)                  Class AF-2     
LT1-AF3             (1)                  (5)                  Class AF-3     
LT1-AF4             (1)                  (5)                  Class AF-4     
LT1-M1              (1)                  (5)                  Class M-1      
LT1-M2              (1)                  (5)                  Class M-2      
LT1-M3              (1)                  (5)                  Class M-3      
LT1-M4              (1)                  (5)                  Class M-4      
LT1-B1              (1)                  (5)                  Class B-1      
LT1-B2              (1)                  (5)                  Class B-2      
LT1-B3              (1)                  (5)                  Class B-3      
LT1-B4              (1)                  (5)                  Class B-4      
LT1-B5              (1)                  (5)                  Class B-5      
LT1-B6              (1)                  (5)                  Class B-6      
LT1-X1              (1)                  (6)                     N/A         
LT1-IA              (1)                  (7)                 Loan Group I    
LT1-IB              (2)                  (8)                 Loan Group I    
LT1-IIA             (1)                  (7)                Loan Group II    
LT1-IIB             (3)                  (8)                Loan Group II    
LT1-X2              (1)                  (9)                     N/A         
R-1                 (4)                  (4)                     N/A         

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

   (1)  For any Distribution Date, the interest rate for these interests shall
be the Net Rate.                                              

 (2)  For any Distribution Date, the interest rate for the LT1-IB Interest
shall be a per annum rate equal to the Group I Net Rate.      

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EX-4.1 9th Page of 356 TOC 1st Previous Next ↓Bottom Just 9th
  (3)  For any Distribution Date, the interest rate for the LT1-IIB Interest
shall be a per annum rate equal to the Group II Net Rate.     

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

(5)  The initial principal amount of these interests shall be an amount 
equal to 25% of the initial principal amount of the related   
certificates.                                                 

   (6)  The initial principal amount of this interest shall be an amount equal
  to the excess of (i) 50% of the aggregate Cut-off Date Principal
         Balance of the Mortgage Loans over (ii) the aggregate initial principal
amount of the Marker Interests.                               

(7)  The initial principal amount of these interests shall be an amount 
     equal to 0.005% of the Group Subordinate Amount of the related Loan
Group as of the first Distribution Date.                      

(8)  The initial principal amount of these interests shall be an amount 
        equal to 0.005% of the aggregate Cut-off Date Principal Balance of the
related Loan Group.                                           

   (9)  The initial principal amount of this interest shall be an amount equal
  to the excess of (i) 50% of the aggregate Cut-off date Principal
         Balance of the Mortgage Loans over (ii) the aggregate initial principal
   amount of the Class LT1-IA Interest, Class LT1-IB Interest, Class
LT1-IIA Interest and Class LT1-IIB Interest.                  

      All computations with respect to any REMIC 1 Interest shall be taken
out to ten decimal places.                                                      

REMIC 2                                                       

        The sole assets of REMIC 2 shall be the REMIC 1 Regular Interests. The
regular interests in REMIC 2 shall be the REMIC 2 Regular Interests. The        
residual interest in REMIC 2 will be the Class R-2 Interest, which will be      
represented by the Class R Certificate.                                         

REMIC B-1                                                     

         The sole asset of REMIC B-1 shall be the REMIC 2 B-1 Interest. The sole
regular interest in REMIC B-1 will be the REMIC B-1 B-1 Interest. The residual  
interest in REMIC B-1 will be the Class R-B-1 Interest, which will be           
represented by the Class R-X Certificate.                                       

REMIC B-2                                                     

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

REMIC B-3                                                     

         The sole asset of REMIC B-3 shall be the REMIC 2 B-3 Interest. The sole
regular interest in REMIC B-3 will be the REMIC B-3 B-3 Interest. The residual  
interest in REMIC B-3 will be the Class R-B-3 Interest, which will be           
represented by the Class R-X Certificate.                                       

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EX-4.1 10th Page of 356 TOC 1st Previous Next ↓Bottom Just 10th
REMIC B-4                                                     

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

REMIC B-5                                                     

         The sole asset of REMIC B-5 shall be the REMIC 2 B-5 Interest. The sole
regular interest in REMIC B-5 will be the REMIC B-5 B-5 Interest. The residual  
interest in REMIC B-5 will be the Class R-B-5 Interest, which will be           
represented by the Class R-X Certificate.                                       

REMIC B-6                                                     

         The sole asset of REMIC B-6 shall be the REMIC 2 B-6 Interest. The sole
regular interest in REMIC B-6 will be the REMIC B-6 B-6 Interest. The residual  
interest in REMIC B-6 will be the Class R-B-6 Interest, which will be           
represented by the Class R-X Certificate.                                       

REMIC X/N                                                     

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

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

                                                                [Download Table]

                     Original Class                                      
                       Certificate                                       
              Principal Balance or Notional  Pass-Through       Final    
    Class                 Amount                  Rate     Maturity Dates
------------  -----------------------------  ------------  --------------
                                                                         
AV-1                $166,433,000                  (1)       June 25, 2035
AV-2                 $60,385,000                  (2)       June 25, 2035
AV-3                  $7,391,000                  (3)       June 25, 2035
AF-1A                $10,000,000                  (4)       June 25, 2035
AF-1B                $25,000,000                  (5)       June 25, 2035
AF-1C                $15,194,000                  (6)       June 25, 2035
AF-2                 $20,060,000                  (7)       June 25, 2035
AF-3                 $15,019,000                  (8)       June 25, 2035
AF-4                  $9,475,000                  (9)       June 25, 2035
M-1                  $26,717,000                  (10)      June 25, 2035
M-2                  $14,402,000                  (11)      June 25, 2035
M-3                   $6,470,000                  (12)      June 25, 2035
M-4                   $6,053,000                  (13)      June 25, 2035
B-1                   $5,635,000                  (14)      June 25, 2035
B-2                   $4,800,000                  (15)      June 25, 2035
B-3                   $4,174,000                  (16)      June 25, 2035
B-4                   $3,757,000                  (17)      June 25, 2035
B-5                   $4,174,000                  (18)      June 25, 2035
B-6                   $7,094,000                  (19)      June 25, 2035
N                    $13,400,000      (20)         8%            N/A     
X                          N/A        (20)        N/A            N/A     
R                          N/A                    N/A            N/A     
R -X                       N/A                    N/A            N/A     
Total                                 (21)                               

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EX-4.1 11th Page of 356 TOC 1st Previous Next ↓Bottom Just 11th
(1)      Interest will accrue on the Class AV-1 Certificates during each        
        Interest Accrual Period at a rate equal to the least of: (i) the Class
       AV-1 Pass-Through Rate, (ii) the Group I Available Funds Cap for such
Distribution Date and (iii) the Group I Maximum Rate Cap.     
(2)      Interest will accrue on the Class AV-2 Certificates during each        
        Interest Accrual Period at a rate equal to the least of: (i) the Class
       AV-2 Pass-Through Rate, (ii) the Group I Available Funds Cap for such
Distribution Date and (iii) the Group I Maximum Rate Cap.     
(3)      Interest will accrue on the Class AV-3 Certificates during each        
        Interest Accrual Period at a rate equal to the least of: (i) the Class
       AV-3 Pass-Through Rate, (ii) the Group I Available Funds Cap for such
Distribution Date and (iii) the Group I Maximum Rate Cap.     
(4)      Interest will accrue on the Class AF-1A Certificates at a rate equal to
         the lesser of: (i) the Class AF-1A Pass-Through Rate and (ii) the Group
II Net Rate Cap for such Distribution Date.                   
(5)      Interest will accrue on the Class AF-1B Certificates at a rate equal to
         the lesser of: (i) the Class AF-1B Pass-Through Rate and (ii) the Group
II Net Rate Cap for such Distribution Date.                   
(6)      Interest will accrue on the Class AF-1C Certificates at a rate equal to
         the lesser of: (i) the Class AF-1C Pass-Through Rate and (ii) the Group
II Net Rate Cap for such Distribution Date.                   
(7)      Interest will accrue on the Class AF-2 Certificates at a rate equal to 
        the lesser of: (i) the Class AF-2 Pass-Through Rate and (ii) the Group
II Net Rate Cap for such Distribution Date.                   
(8)      Interest will accrue on the Class AF-3 Certificates at a rate equal to 
        the lesser of: (i) the Class AF-3 Pass-Through Rate and (ii) the Group
II Net Rate Cap for such Distribution Date.                   
(9)      Interest will accrue on the Class AF-4 Certificates at a rate equal to 
       the lesser of (i) the Class AF-4 Pass-Through Rate and (ii) the Group
II Net Rate Cap for such Distribution Date.                   
(10)     Interest will accrue on the Class M-1 Certificates at a rate equal to  
         the least of: (i) the Class M-1 Pass-Through Rate, (ii) the Subordinate
       Rate Cap for such Distribution Date and (iii) the Subordinate Maximum
Rate Cap.                                                     
(11)     Interest will accrue on the Class M-2 Certificates at a rate equal to  
         the least of: (i) the Class M-2 Pass-Through Rate, (ii) the Subordinate
       Rate Cap for such Distribution Date and (iii) the Subordinate Maximum
Rate Cap.                                                     
(12)     Interest will accrue on the Class M-3 Certificates at a rate equal to  
         the least of: (i) the Class M-3 Pass-Through Rate, (ii) the Subordinate
       Rate Cap for such Distribution Date and (iii) the Subordinate Maximum
Rate Cap.                                                     
(13)     Interest will accrue on the Class M-4 Certificates at a rate equal to  
         the least of: (i) the Class M-4 Pass-Through Rate, (ii) the Subordinate
       Rate Cap for such Distribution Date and (iii) the Subordinate Maximum
Rate Cap.                                                     
(14)     Interest will accrue on the Class B-1 Certificates at a rate equal to  
         the least of: (i) the Class B-1 Pass-Through Rate, (ii) the Subordinate
       Rate Cap for such Distribution Date and (iii) the Subordinate Maximum
Rate Cap.                                                     
(15)     Interest will accrue on the Class B-2 Certificates at a rate equal to  
         the least of: (i) the Class B-2 Pass-Through Rate, (ii) the Subordinate
       Rate Cap for such Distribution Date and (iii) the Subordinate Maximum
Rate Cap.                                                     

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EX-4.1 12th Page of 356 TOC 1st Previous Next ↓Bottom Just 12th
(16)     Interest will accrue on the Class B-3 Certificates at a rate equal to  
         the least of: (i) the Class B-3 Pass-Through Rate, (ii) the Subordinate
       Rate Cap for such Distribution Date and (iii) the Subordinate Maximum
Rate Cap.                                                     
(17)     Interest will accrue on the Class B-4 Certificates at a rate equal to  
         the least of: (i) the Class B-4 Pass-Through Rate, (ii) the Subordinate
       Rate Cap for such Distribution Date and (iii) the Subordinate Maximum
Rate Cap.                                                     
(18)     Interest will accrue on the Class B-5 Certificates at a rate equal to  
         the least of: (i) the Class B-5 Pass-Through Rate, (ii) the Subordinate
       Rate Cap for such Distribution Date and (iii) the Subordinate Maximum
Rate Cap.                                                     
(19)     Interest will accrue on the Class B-6 Certificates at a rate equal to  
         the least of: (i) the Class B-6 Pass-Through Rate, (ii) the Subordinate
       Rate Cap for such Distribution Date and (iii) the Subordinate Maximum
Rate Cap.                                                     
(20)     The Class N and Class X Certificates, collectively, represent the      
    beneficial ownership of the REMIC X/N X/N Interest, subject to the
      obligation to make payments in respect of Net WAC Carryover Amounts.
(21)     Exclusive of the Class N Notional Amount. The Class N Original Notional
Amount is $13,400,000.                                        

ARTICLE I 

 DEFINITIONS

Section 1.01 Defined Terms.                                   

      Whenever used in this Agreement or in the Preliminary Statement, the
following words and phrases, unless the context otherwise requires, shall have  
the meanings specified in this Article. Unless otherwise specified, interest on 
the Class AV-1, Class AV-2, Class AV-3, Class AF-1C, Class M-1, Class M-2, Class
M-3, Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates will 
be calculated on the basis of the actual number of days in the related Interest 
Accrual Period and a 360-day year. Interest on the Class AF-1A, Class AF-1B,    
Class AF-2, Class AF-3, Class AF-4, Class B-5, Class B-6, Class N and Class X   
Certificates and the REMIC 1 Regular Interests and the REMIC 2 X/N Interest will
be calculated on the basis of a 360-day year consisting of twelve 30-day months.

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

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

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

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

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

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

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

"Advance Facility":  As defined in Section 3.30(a) hereof.    

   "Advance Facility Notice":  As defined in Section 3.30(b) hereof.

    "Advance Financing Person":  As defined in Section 3.30(a) hereof.

         "Advance Reimbursement Amounts":  As defined in Section 3.30(b) hereof.

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

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

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

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

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

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

        "Available Funds": As to any Distribution Date, an amount equal to the
excess of (i) the sum of (a) the aggregate of the Monthly Payments due during   
the related Collection Period and received by the Servicer on or prior to the   
related Determination Date, (b) Liquidation Proceeds, Insurance Proceeds,       
Condemnation Proceeds, Principal Prepayments, Substitution Adjustment Amounts,  
the Purchase Price for any repurchased Mortgage Loan, the Termination Price with
respect to the termination of the Trust pursuant to Section 10.01 hereof, any   
Reimbursement Amount or Subsequent Recovery deposited to the Collection Account 
and other unscheduled recoveries of principal and interest (excluding prepayment
penalties) in respect of the Mortgage Loans during the related Prepayment       
Period, (c) the aggregate of any amounts received in respect of an REO Property 
withdrawn from any REO Account and deposited in the Collection Account for such 
Distribution Date, (d) any Compensating Interest for such Distribution Date, and
(e) the aggregate of any Advances made by the Servicer for such Distribution    
Date over (ii) the sum of (a) amounts reimbursable or payable to the Servicer   
pursuant to Section 3.05, (b) Stayed Funds, (c) the Servicing Fee and (d)       
amounts deposited in the Collection Account or the Distribution Account, as the 
case may be, in error.                                                          

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EX-4.1 14th Page of 356 TOC 1st Previous Next ↓Bottom Just 14th
        "Balloon Mortgage Loan": A Mortgage Loan that provides for the payment
of the unamortized principal balance of such Mortgage Loan in a single payment  
at the maturity of such Mortgage Loan that is substantially greater than the    
preceding monthly payment.                                                      

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

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

  "Book-Entry Certificates": Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which 
is reflected on the books of the Depository or on the books of a Person         
maintaining an account with the Depository (directly, as a "Depository          
Participant," or indirectly, as an indirect participant in accordance with the  
rules of the Depository and as described in Section 5.02 hereof). On the Closing
Date, the Class AV-1, Class AV-2, Class AV-3, Class AF-1A, Class AF-1B, Class   
AF-1C, Class AF-2, Class AF-3, Class AF-4, Class M-1, Class M-2, Class M-3,     
Class M-4, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6  
Certificates shall be Book-Entry Certificates.                                  

    "Book-Entry Regulation S Global Securities": As defined in Section
5.01.                                                                           

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

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

       "Cap Carryover Certificates": The Class AV-1, Class AV-2, Class AV-3,
Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3,    
Class B-4, Class B-5 and Class B-6 Certificates.                                

"Cap Contract": The confirmation and agreement and any related
confirmation thereto, between the Trust Fund or Trustee and the Cap Contract    
Counterparty (in the form of Exhibit P hereto).                                 

"Cap Contract Counterparty":  Barclays Bank PLC.              

         "Cap Contract Notional Balance": With respect to any Distribution Date,
the Cap Contract Notional Balance set forth for such Distribution Date on the   
attachment to the Cap Contract attached hereto.                                 

         "Cap Contract Termination Date": The day after the Distribution Date in
November 2008.                                                                  

     "Cap Rate: With respect to each Distribution Date with respect to
which payments are received on the Cap Contract, a rate equal to the lesser of  
LIBOR and 9.450% per annum.                                                     

  "Certificate":  Any Regular Certificate or Residual Certificate.

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

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

"Certificate Principal Balance": With respect to any Class of 
Certificates (other than the Class N, Class X and Residual Certificates) and any
Distribution Date, the Original Class Certificate Principal Balance reduced by  
the sum of (i) all amounts actually distributed in respect of principal of such 
Class on all prior Distribution Dates and (ii) Applied Realized Loss Amounts    
allocated thereto. The Class N, Class X and Residual Certificates do not have a 
Certificate Principal Balance. With respect to any Certificate (other than a    
Class X, Class N or a Residual Certificate) of a Class and any Distribution     
Date, the portion of the Certificate Principal Balance of such Class represented
by such Certificate equal to the product of the Percentage Interest evidenced by
such Certificate and the Certificate Principal Balance of such Class.           
Notwithstanding the foregoing on any Distribution Date relating to a Collection 
Period in which a Subsequent Recovery has been received by the Servicer, the    
Certificate Principal Balance of any Class of Certificates then outstanding for 
which any Applied Realized Loss Amount has been allocated will be increased, in 
order of seniority, by an amount equal to the lesser of (i) the Unpaid Realized 
Loss Amount for such Class of Certificates and (ii) the amount of any Subsequent
Recovery allocable to principal distributed on such date to the                 
Certificateholders (reduced by the amount of the increase in the Certificate    
Principal Balance of any more senior Class of Certificates pursuant to this     
sentence on such Distribution Date).                                            

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

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

      "Class": Collectively, Certificates or REMIC Regular Interests which
have the same priority of payment and bear the same class designation and the   
form of which is identical except for variation in the Percentage Interest      
evidenced thereby.                                                              

          "Class AF-1A Pass-Through Rate": For each Distribution Date, (i) on or
prior to the Optional Termination Date, 4.268% per annum and (ii) following the 
Optional Termination Date, 4.768% per annum, subject in each case to a cap equal
to the Group II Net Rate Cap.                                                   

        "Class AF-1B Pass-Through Rate": For each Distribution Date, (i) on or
prior to the Optional Termination Date, 5.416% per annum and (ii) following the 
Optional Termination Date, 5.916% per annum, subject in each case to a cap equal
to the Group II Net Rate Cap.                                                   

        "Class AF-1C Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.13% per annum, and (ii) following the 
Optional Termination Date, 0.26% per annum.                                     

         "Class AF-1C Pass-Through Rate": For each Distribution Date, the lesser
of (i) LIBOR as of the related LIBOR Determination Date plus the Class AF-1C    
Certificate Margin and (ii) the Group II Net Rate Cap.                          

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      "Class AF-2 Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 4.447% per annum, and (ii) following the
Optional Termination Date, 4.947% per annum, subject in either case to a cap    
equal to the Group II Net Rate Cap.                                             

      "Class AF-3 Pass-Through Rate": For each Distribution Date (i) on or
prior to the Optional Termination Date, 5.109% per annum, and (ii) following the
Optional Termination Date, 5.609% per annum, subject in either case to a cap    
equal to the Group II Net Rate Cap.                                             

      "Class AF-4 Lockout Distribution Amount": For any Distribution Date,
the product of (x) the Class AF-4 Lockout Distribution Percentage and (y) the   
Class AF-4 Pro rata Distribution Amount. In no event shall the Class AF-4       
Lockout Distribution Amount for a Distribution Date exceed the Group II         
Principal Distribution Amount for such Distribution Date or the Certificate     
Principal Balance of the Class AF-4 Certificates immediately prior to such      
Distribution Date.                                                              

       "Class AF-4 Lockout Percentage" means, for a Distribution Date in any
period listed in the table below, the applicable percentage listed opposite such
period:                                                                         

         Distribution Dates                                 Lockout Percentage
         ------------------                                 ------------------

 June 2005 through and including May 2008                   0%

  June 2008 through and including May 2010                   45%

  June 2010 through and including May 2011                   80%

  June 2011 through and including May 2012                  100%

  June 2012 and thereafter                                  300%

       "Class AF-4 Pass-Through Rate": For each Distribution Date, (i) on or
prior to the Optional Termination Date, 4.725% per annum, and (ii) following the
Optional Termination Date, 5.225% per annum, subject in each case to a cap equal
to the Group II Net Rate Cap.                                                   

       "Class AF-4 Pro Rata Distribution Amount" means, for any Distribution
Date, an amount equal to the product of (x) a fraction, the numerator of which  
is the Certificate Principal Balance of the Class AF-4 Certificates immediately 
prior to such Distribution Date and the denominator of which is the aggregate   
Certificate Principal Balance of the Class AF-1A, Class AF-1B, Class AF-1C,     
Class AF-2, Class AF-3 and Class AF-4 Certificates immediately prior to that    
Distribution Date and (y) the Group II Principal Distribution Amount for that   
Distribution Date.                                                              

       "Class AV-1 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.100% per annum, and (ii) following the
Optional Termination Date, 0.200% per annum.                                    

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

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EX-4.1 17th Page of 356 TOC 1st Previous Next ↓Bottom Just 17th
        "Class AV-2 Certificate Margin": For each Distribution Date, (i) on or
prior to the Optional Termination Date, 0.230% per annum and (ii) following the 
Optional Termination Date, 0.460% per annum.                                    

       "Class AV-2 Pass-Through Rate": For each Distribution Date, the least
of (i) LIBOR as of the related LIBOR Determination Date plus the Class AV-2     
Certificate Margin, (ii) the Group I Available Funds Cap and (iii) the Group I  
Maximum Rate Cap.                                                               

        "Class AV-3 Certificate Margin": For each Distribution Date, (i) on or
prior to the Optional Termination Date, 0.350% per annum and (ii) following the 
Optional Termination Date, 0.700% per annum.                                    

       "Class AV-3 Pass-Through Rate": For each Distribution Date, the least
of (i) LIBOR as of the related LIBOR Determination Date plus the Class AV-3     
Certificate Margin, (ii) the Group I Available Funds Cap and (iii) the Group I  
Maximum Rate Cap.                                                               

  "Class A Certificate": Any one of the Certificates with an "A"
designated on the face thereof substantially in the form annexed hereto as      
Exhibits A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8 and A-9, executed by the Trustee
on behalf of the Trust and authenticated and delivered by the Certificate       
Registrar, representing the right to distributions as set forth herein and      
therein.                                                                        

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

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

      "Class A Principal Distribution Amount": As of any Distribution Date
(a) prior to the Stepdown Date or with respect to which a Trigger Event is in   
effect, the Principal Distribution Amount and (b) on or after the Stepdown Date 
and as long as a Trigger Event is not in effect, the excess of (x) the sum of   
the Certificate Principal Balances of the Class A Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i) 57.60%  
and (ii) the Pool Balance as of the last day of the related Collection Period   
and (B) the Pool Balance as of the last day of the related Collection Period    
minus the product of 0.50% and the Pool Balance on the Cut-off Date.            

"Class B Certificate": Any one of the Certificates with a "B" 
designated on the face thereof substantially in the form annexed hereto as      
Exhibits B-1, B-2, B-3, B-4, B-5 and B-6, executed by the Trustee on behalf of  
the Trust and authenticated and delivered by the Certificate Registrar,         
representing the right to distributions as set forth herein and therein.        

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

"Class B-1 Applied Realized Loss Amount": As to the Class B-1 
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class B-1 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the sum of the Class B-2 Applied Realized   
Loss Amount, the Class B-3 Applied Realized Loss Amount, the Class B-4 Applied  
Realized Loss Amount, the Class B-5 Applied Realized Loss Amount and the Class  
B-6 Applied Realized Loss Amount, in each case as of such Distribution Date.    

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EX-4.1 18th Page of 356 TOC 1st Previous Next ↓Bottom Just 18th
      "Class B-1 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 1.200% per annum, and (ii) following the
Optional Termination Date, 1.800% per annum.                                    

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

        "Class B-1 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,  
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances  
of the Class A Certificates (after taking into account the payment of the Class 
A Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the  
payment of the Class M-1 Principal Distribution Amount on such Distribution     
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates    
(after taking into account the payment of the Class M-2 Principal Distribution  
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the payment of the Class M-3  
Principal Distribution Amount on such Distribution Date), (v) the Certificate   
Principal Balance of the Class M-4 Certificates (after taking into account the  
payment of the Class M-4 Principal Distribution Amount on such Distribution     
Date), and (vi) the Certificate Principal Balance of the Class B-1 Certificates 
immediately prior to such Distribution Date over (y) the lesser of (A) the      
product of (i) 86.00% and (ii) the Pool Balance as of the last day of the       
related Collection Period and (B) the Pool Balance as of the last day of the    
related Collection Period minus the product of 0.50% and the Pool Balance on the
Cut-off Date.                                                                   

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

"Class B-2 Applied Realized Loss Amount": As to the Class B-2 
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class B-2 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the sum of the Class B-3 Applied Realized   
Loss Amount, the Class B-4 Applied Realized Loss Amount, the Class B-5 Applied  
Realized Loss Amount and the Class B-6 Applied Realized Loss Amount, in each    
case as of such Distribution Date.                                              

      "Class B-2 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 1.300% per annum, and (ii) following the
Optional Termination Date, 1.950% per annum.                                    

         "Class B-2 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class B-2        
Certificate Margin, (ii) the Subordinate Rate Cap and (iii) the Subordinate     
Maximum Rate Cap.                                                               

        "Class B-2 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,  
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances  
of the Class A Certificates (after taking into account the payment of the Class 
A Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the  
payment of the Class M-1 Principal Distribution Amount on such Distribution     
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates    
(after taking into account the payment of the Class M-2 Principal Distribution  
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the payment of the Class M-3  
Principal Distribution Amount on such Distribution Date), (v) the Certificate   
Principal Balance of the Class M-4 Certificates (after taking into account the  
payment of the Class M-4 Principal Distribution Amount on such Distribution     
Date), (vi) the Certificate Principal Balance of the Class B-1 Certificates     
(after taking into account the payment of the Class B-1 Principal Distribution  
Amount on such Distribution Date) and (vii) the Certificate Principal Balance of
the Class B-2 Certificates immediately prior to such Distribution Date over (y) 
the lesser of (A) the product of (i) 88.30% and (ii) the Pool Balance as of the 
last day of the related Collection Period and (B) the Pool Balance as of the    
last day of the related Collection Period minus the product of 0.50% and the    
Pool Balance on the Cut-off Date.                                               

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EX-4.1 19th Page of 356 TOC 1st Previous Next ↓Bottom Just 19th
    "Class B-2 Realized Loss Amortization Amount": As to the Class B-2
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class B-2 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xx) hereof, in each case
for such Distribution Date.                                                     

"Class B-3 Applied Realized Loss Amount": As to the Class B-3 
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class B-3 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the sum of the Class B-4 Applied Realized   
Loss Amount, the Class B-5 Applied Realized Loss Amount and the Class B-6       
Applied Realized Loss Amount as of such Distribution Date.                      

      "Class B-3 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 1.700% per annum, and (ii) following the
Optional Termination Date, 2.550% per annum.                                    

         "Class B-3 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class B-3        
Certificate Margin, (ii) the Subordinate Rate Cap and (iii) the Subordinate     
Maximum Rate Cap.                                                               

        "Class B-3 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,  
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances  
of the Class A Certificates (after taking into account the payment of the Class 
A Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the  
payment of the Class M-1 Principal Distribution Amount on such Distribution     
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates    
(after taking into account the payment of the Class M-2 Principal Distribution  
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the payment of the Class M-3  
Principal Distribution Amount on such Distribution Date), (v) the Certificate   
Principal Balance of the Class M-4 Certificates (after taking into account the  
payment of the Class M-4 Principal Distribution Amount on such Distribution     
Date), (vi) the Certificate Principal Balance of the Class B-1 Certificates     
(after taking into account the payment of the Class B-1 Principal Distribution  
Amount on such Distribution Date), (vii) the Certificate Principal Balance of   
the Class B-2 Certificates (after taking into account the payment of the Class  
B-2 Principal Distribution Amount on such Distribution Date) and (viii) the     
Certificate Principal Balance of the Class B-3 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 90.30% and 
(ii) the Pool Balance as of the last day of the related Collection Period and   
(B) the Pool Balance as of the last day of the related Collection Period minus  
the product of 0.50% and the Pool Balance on the Cut-off Date.                  

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

"Class B-4 Applied Realized Loss Amount": As to the Class B-4 
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class B-4 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the sum of the Class B-5 Applied Realized   
Loss Amount and the Class B-6 Applied Realized Loss Amount as of such           
Distribution Date.                                                              

      "Class B-4 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 2.000% per annum, and (ii) following the
Optional Termination Date, 3.000% per annum.                                    

         "Class B-4 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class B-4        
Certificate Margin, (ii) the Subordinate Rate Cap and (iii) the Subordinate     
Maximum Rate Cap.                                                               

          "Class B-4 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,  
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances  
of the Class A Certificates (after taking into account the payment of the Class 
A Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the  
payment of the Class M-1 Principal Distribution Amount on such Distribution     
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates    
(after taking into account the payment of the Class M-2 Principal Distribution  
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the payment of the Class M-3  
Principal Distribution Amount on such Distribution Date), (v) the Certificate   
Principal Balance of the Class M-4 Certificates (after taking into account the  
payment of the Class M-4 Principal Distribution Amount on such Distribution     
Date), (vi) the Certificate Principal Balance of the Class B-1 Certificates     
(after taking into account the payment of the Class B-1 Principal Distribution  
Amount on such Distribution Date), (vii) the Certificate Principal Balance of   
the Class B-2 Certificates (after taking into account the payment of the Class  
B-2 Principal Distribution Amount on such Distribution Date), (viii) the        
Certificate Principal Balance of the Class B-3 Certificates (after taking into  
account the payment of the Class B-3 Principal Distribution Amount on such      
Distribution Date) and (ix) the Certificate Principal Balance of the Class B-4  
Certificates immediately prior to such Distribution Date over (y) the lesser of 
(A) the product of (i) 92.10% and (ii) the Pool Balance as of the last day of   
the related Collection Period and (B) the Pool Balance as of the last day of the
related Collection Period minus the product of 0.50% and the Pool Balance on the
Cut-off Date.                                                                   

    "Class B-4 Realized Loss Amortization Amount": As to the Class B-4
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class B-4 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xxvi) hereof, in each   
case for such Distribution Date.                                                

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"Class B-5 Applied Realized Loss Amount": As to the Class B-5 
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class B-5 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the Class B-6 Applied Realized Loss Amount  
as of such Distribution Date.                                                   

         "Class B-5 Pass-Through Rate": For each Distribution Date, the least of
(i) 6.00% per annum or 6.50% per annum on each Distribution Date following the  
Optional Termination Date, (ii) the Subordinate Rate Cap for such Distribution  
Date and (iii) the Subordinate Maximum Rate Cap.                                

        "Class B-5 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,  
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances  
of the Class A Certificates (after taking into account the payment of the Class 
A Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the  
payment of the Class M-1 Principal Distribution Amount on such Distribution     
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates    
(after taking into account the payment of the Class M-2 Principal Distribution  
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the payment of the Class M-3  
Principal Distribution Amount on such Distribution Date), (v) the Certificate   
Principal Balance of the Class M-4 Certificates (after taking into account the  
payment of the Class M-4 Principal Distribution Amount on such Distribution     
Date), (vi) the Certificate Principal Balance of the Class B-1 Certificates     
(after taking into account the payment of the Class B-1 Principal Distribution  
Amount on such Distribution Date), (vii) the Certificate Principal Balance of   
the Class B-2 Certificates (after taking into account the payment of the Class  
B-2 Principal Distribution Amount on such Distribution Date), (viii) the        
Certificate Principal Balance of the Class B-3 Certificates (after taking into  
account the payment of the Class B-3 Principal Distribution Amount on such      
Distribution Date) and (ix) the Certificate Principal Balance of the Class B-4  
Certificate (after taking into account the payment of the Class B-4 Principal   
Distribution Amount for such Distribution Date) and (x) the Certificate         
Principal Balance of the Class B-5 Certificates immediately prior to such       
Distribution Date over (y) the lesser of (A) the product of (i) 94.10% and (ii) 
the Pool Balance as of the last day of the related Collection Period and (B) the
Pool Balance as of the last day of the related Collection Period minus the      
product of 0.50% and the Pool Balance on the Cut-off Date.                      

    "Class B-5 Realized Loss Amortization Amount": As to the Class B-5
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class B-5 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xxix) hereof, in each   
case for such Distribution Date.                                                

"Class B-6 Applied Realized Loss Amount": As to the Class B-6 
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class B-6 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the Applied Realized Loss Amount as of such          
Distribution Date.                                                              

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EX-4.1 22nd Page of 356 TOC 1st Previous Next ↓Bottom Just 22nd
         "Class B-6 Pass-Through Rate": For each Distribution Date, the least of
(i) 6.000% per annum or 6.500% per annum on each Distribution Date following the
Optional Termination Date, (ii) the Subordinate Rate Cap, and (iii) the         
Subordinate Maximum Rate Cap.                                                   

        "Class B-6 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,  
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances  
of the Class A Certificates (after taking into account the payment of the Class 
A Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the  
payment of the Class M-1 Principal Distribution Amount on such Distribution     
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates    
(after taking into account the payment of the Class M-2 Principal Distribution  
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the payment of the Class M-3  
Principal Distribution Amount on such Distribution Date), (v) the Certificate   
Principal Balance of the Class M-4 Certificates (after taking into account the  
payment of the Class M-4 Principal Distribution Amount on such Distribution     
Date), (vi) the Certificate Principal Balance of the Class B-1 Certificates     
(after taking into account the payment of the Class B-1 Principal Distribution  
Amount on such Distribution Date), (vii) the Certificate Principal Balance of   
the Class B-2 Certificates (after taking into account the payment of the Class  
B-2 Principal Distribution Amount on such Distribution Date), (viii) the        
Certificate Principal Balance of the Class B-3 Certificates (after taking into  
account the payment of the Class B-3 Principal Distribution Amount on such      
Distribution Date) (ix) the Certificate Principal Balance of the Class B-4      
Certificates (after taking into account the payment of the Class B-4 Principal  
Distribution Amount for such Distribution Date), (x) the Certificate Principal  
Balance of the Class B-5 Certificates (after taking into account the payment of 
the Class B-5 Principal Distribution Amount for such Destination Date), and (xi)
the Certificate Principal Balance of the Class B-6 Certificates immediately     
prior to such Distribution Date over (y) the lesser of (A) the product of (i)   
97.50% and (ii) the Pool Balance as of the last day of the related Collection   
Period and (B) the Pool Balance as of the last day of the related Collection    
Period minus the product of 0.50% and the Pool Balance on the Cut-off Date.     

    "Class B-6 Realized Loss Amortization Amount": As to the Class B-6
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class B-6 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xxxii) hereof, in each  
case for such Distribution Date.                                                

"Class M Certificate": Any one of the Certificates with an "M"
designated on the face thereof substantially in the form annexed hereto as      
Exhibits C-2, C-3, C-4 and C-5, executed by the Trustee on behalf of the Trust  
and authenticated and delivered by the Certificate Registrar, representing the  
right to distributions as set forth herein and therein.                         

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

"Class M-1 Applied Realized Loss Amount": As to the Class M-1 
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class M-1 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the sum of the Class M-2 Applied Realized   
Loss Amount, the Class M-3 Applied Realized Loss Amount, the Class M-4 Applied  
Realized Loss Amount, the Class B-1 Applied Realized Loss Amount, the Class B-2 
Applied Realized Loss Amount, the Class B-3 Applied Realized Loss Amount, the   
Class B-4 Applied Realized Loss Amount, the Class B-5 Applied Realized Loss     
Amount and the Class B-6 Applied Realized Loss Amount, in each case as of such  
Distribution Date.                                                              

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      "Class M-1 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.440% per annum, and (ii) following the
Optional Termination Date, 0.660% per annum.                                    

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

        "Class M-1 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,  
the excess of (x) the sum of (i) the Certificate Principal Balances of the Class
A Certificates (after taking into account the payment of the Class A Principal  
Distribution Amount on such Distribution Date) and (ii) the Certificate         
Principal Balance of the Class M-1 Certificates immediately prior to such       
Distribution Date over (y) the lesser of (A) the product of (i) 70.40% and (ii) 
the Pool Balance as of the last day of the related Collection Period and (B) the
Pool Balance as of the last day of the related Collection Period minus the      
product of 0.50% and the Pool Balance on the Cut-off Date.                      

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

"Class M-2 Applied Realized Loss Amount": As to the Class M-2 
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class M-2 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) the related Applied Realized Loss  
Amount as of such Distribution Date over (ii) the sum of the Class M-3 Applied  
Realized Loss Amount, the Class M-4 Applied Realized Loss Amount, the Class B-1 
Applied Realized Loss Amount, the Class B-2 Applied Realized Loss Amount, the   
Class B-3 Applied Realized Loss Amount, the Class B-4 Applied Realized Loss     
Amount, the Class B-5 Applied Realized Loss Amount and the Class B-6 Applied    
Realized Loss Amount, in each case as of such Distribution Date.                

      "Class M-2 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.620% per annum, and (ii) following the
Optional Termination Date, 0.930% per annum.                                    

         "Class M-2 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class M-2        
Certificate Margin, (ii) the Subordinate Rate Cap and (iii) the Subordinate     
Maximum Rate Cap.                                                               

        "Class M-2 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,  
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances  
of the Class A Certificates (after taking into account the payment of the Class 
A Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the  
payment of the Class M-1 Principal Distribution Amount on such Distribution     
Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates 
immediately prior to such Distribution Date over (y) the lesser of (A) the      
product of (i) 77.30% and (ii) the Pool Balance as of the last day of the       
related Collection Period and (B) the Pool Balance as of the last day of the    
related Collection Period minus the product of 0.50% and the Pool Balance on the
Cut-off Date.                                                                   

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

"Class M-3 Applied Realized Loss Amount": As to the Class M-3 
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class M-3 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) the related Applied Realized Loss  
Amount as of such Distribution Date over (ii) the sum of the Class M-4 Applied  
Realized Loss Amount, the Class B-1 Applied Realized Loss Amount, the Class B-2 
Applied Realized Loss Amount, the Class B-3 Applied Realized Loss Amount, the   
Class B-4 Applied Realized Loss Amount, the Class B-5 Applied Realized Loss     
Amount and the Class B-6 Applied Realized Loss Amount, in each case as of such  
Distribution Date.                                                              

      "Class M-3 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.650% per annum, and (ii) following the
Optional Termination Date, 0.975% per annum.                                    

         "Class M-3 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class M-3        
Certificate Margin, (ii) the Subordinate Rate Cap and (iii) the Subordinate     
Maximum Rate Cap.                                                               

        "Class M-3 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,  
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances  
of the Class A Certificates (after taking into account the payment of the Class 
A Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the  
payment of the Class M-1 Principal Distribution Amount on such Distribution     
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates    
(after taking into account the payment of the Class M-2 Principal Distribution  
Amount on such Distribution Date), and (iv) the Certificate Principal Balance of
the Class M-3 Certificates immediately prior to such Distribution Date over (y) 
the lesser of (A) the product of (i) 80.40% and (ii) the Pool Balance as of the 
last day of the related Collection Period and (B) the Pool Balance as of the    
last day of the related Collection Period minus the product of 0.50% and the    
Pool Balance on the Cut-off Date.                                               

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

"Class M-4 Applied Realized Loss Amount": As to the Class M-4 
Certificates and as of any Distribution Date, the lesser of (x) the Certificate 
Principal Balance thereof (after taking into account the distribution of the    
Principal Distribution Amount on such Distribution Date, but prior to the       
application of the Class M-4 Applied Realized Loss Amount, if any, on such      
Distribution Date) and (y) the excess of (i) the related Applied Realized Loss  
Amount as of such Distribution Date over (ii) the sum of the Class B-1 Applied  
Realized Loss Amount, the Class B-2 Applied Realized Loss Amount, the Class B-3 
Applied Realized Loss Amount, the Class B-4 Applied Realized Loss Amount, the   
Class B-5 Applied Realized Loss Amount, the Class B-6 Applied Realized Loss     
Amount, in each case as of such Distribution Date.                              

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      "Class M-4 Certificate Margin": For each Distribution Date (i) on or
prior to the Optional Termination Date, 0.700% per annum, and (ii) following the
Optional Termination Date, 1.050% per annum.                                    

         "Class M-4 Pass-Through Rate": For each Distribution Date, the least of
(i) LIBOR as of the related LIBOR Determination Date, plus the Class M-4        
Certificate Margin, (ii) the Subordinate Rate Cap and (iii) the Subordinate     
Maximum Rate Cap.                                                               

        "Class M-4 Principal Distribution Amount": As of any Distribution Date
on or after the Stepdown Date and as long as a Trigger Event is not in effect,  
the excess of (x) the sum of (i) the sum of the Certificate Principal Balances  
of the Class A Certificates (after taking into account the payment of the Class 
A Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the  
payment of the Class M-1 Principal Distribution Amount on such Distribution     
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates    
(after taking into account the payment of the Class M-2 Principal Distribution  
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the payment of the Class M-3  
Principal Distribution Amount on such Distribution Date), and (v) the           
Certificate Principal Balance of the Class M-4 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 83.30% and 
(ii) the Pool Balance as of the last day of the related Collection Period and   
(B) the Pool Balance as of the last day of the related Collection Period minus  
the product of 0.50% and the Pool Balance on the Cut-off Date.                  

    "Class M-4 Realized Loss Amortization Amount": As to the Class M-4
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid      
Realized Loss Amount for the Class M-4 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum  
of the amounts described in Section 4.02(b)(i) through (xiv) hereof, in each    
case for such Distribution Date.                                                

"Class N Certificate": Any one of the Certificates with an "N"
designated on the face thereof substantially in the form annexed hereto as      
Exhibit C-7, executed by the Trustee on behalf of the Trust and authenticated   
and delivered by the Certificate Registrar, representing the right to           
distributions as set forth herein and therein.                                  

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

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

        "Class R Excess Interest Amount": For any Distribution Date, 0.005% of
the Monthly Excess Interest Amount for such Distribution Date.                  

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

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

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

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

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

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

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

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

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

       "Class R-X/N Interest": The uncertificated residual interest in REMIC
X/N.                                                                            

    "Class R-X Certificate": The Class R-X Certificate executed by the
Trustee on behalf of the Trust, and authenticated and delivered by the          
Certificate Registrar, substantially in the form annexed hereto as Exhibit C-1-2
and evidencing the ownership of the Residual Interest in each of REMIC B-1,     
REMIC B-2, REMIC B-3, REMIC B-4, REMIC B-5, REMIC B-6 and REMIC X/N. The Class  
R-X Certificate represents the ownership of the Class R-B-1 Interest, Class     
R-B-2 Interest, Class R-B-3 Interest, Class R-B-4 Interest, Class R-B-5         
Interest, Class R-B-6 Interest and Class R-X/N Interest.                        

     "Class X": Any one of the Class X Certificates as designated on the
face thereof substantially in the form annexed hereto as Exhibit C-6, executed  
by the Trustee on behalf of the Trust and authenticated and delivered by the    
Certificate Registrar, representing the right to distributions as set forth     
herein and therein.                                                             

       "Class X/N Interest": An uncertificated interest in the Trust held by
the Trustee on behalf of the holders of the Class X and Class N Certificates,   
representing, for federal income tax purposes, ownership of the REMIC X/N X/N   
Interest, and which is entitled to all distributions in respect of the REMIC X/N
X/N Interest less the amount of any Net WAC Carryover Amounts paid pursuant to  
Section 4.02(b)(xxxvi) or (xxxvii).                                             

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

"Closing Date":  June 9, 2005.                                

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

         "Collection Account": The account or accounts created and maintained by
the Servicer pursuant to Section 3.04, which shall be entitled "Collection      
Account, Litton Loan Servicing LP, as Servicer for the Trust under the Pooling  
and Servicing Agreement dated as of May 1, 2005 among Merrill Lynch Mortgage    
Investors, Inc., as Depositor, Credit-Based Asset Servicing and Securitization  
LLC, as Seller, Litton Loan Servicing LP, as Servicer, and U.S. Bank National   
Association, as Trustee, in trust for registered Holders of 2005-CB3 Trust,     
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB3," and which must
be an Eligible Account.                                                         

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

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

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

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

         "Conventional Mortgage Loan": Any Mortgage Loan that is not an FHA Loan
or VA Loan.                                                                     

      "Corporate Trust Office": With respect to the Trustee, the principal
corporate trust office of the Trustee at which at any particular time its       
corporate trust business in connection with this Agreement shall be             
administered, which office at the date of the execution of this instrument is   
located at 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention:          
Structured Finance, C-BASS 2005-CB3, or at such other addresses as the Trustee  
may designate from time to time by notice to the Certificateholders, the        
Depositor, the Servicer and the Seller.                                         

      "Corresponding Cap Carryover Certificate" and "Corresponding REMIC 2
Regular Interest": For any REMIC 2 Regular Interest set forth below, the        
corresponding Cap Carryover Certificate set forth below, and for any Cap        
Carryover Certificate set forth below, the corresponding REMIC 2 Regular        
Interest set forth below:                                                       

Corresponding Cap                                Corresponding REMIC 2    
Carryover Certificate                                Regular Interest         
------------------------                           ----------------------       

Class AV-1 Certificate                             REMIC 2 AV-1 Interest        

Class AV-2 Certificate                             REMIC 2 AV-2 Interest        

Class AV-3 Certificate                             REMIC 2 AV-3 Interest        

Class M-1 Certificate                              REMIC 2 M-1 Interest         

Class M-2 Certificate                              REMIC 2 M-2 Interest         

Class M-3 Certificate                              REMIC 2 M-3 Interest         

Class M-4 Certificate                              REMIC 2 M-4 Interest         

Class B-1 Certificate                              REMIC 2 B-1 Interest         

Class B-2 Certificate                              REMIC 2 B-2 Interest         

Class B-3 Certificate                              REMIC 2 B-3 Interest         

Class B-4 Certificate                              REMIC 2 B-4 Interest         

Class B-5 Certificate                              REMIC 2 B-5 Interest         

Class B-6 Certificate                              REMIC 2 B-6 Interest         

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    "Custodial Agreement": The Custodial Agreement, dated as of May 1,
2005, among the Trustee, the Servicer and the Custodian, as the same may be     
amended or supplemented pursuant to the terms thereof.                          

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

"Cut-off Date":  May 1, 2005.                                 

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

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

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

       "Deficient Valuation": With respect to any Mortgage Loan, a valuation
of the related Mortgaged Property by a court of competent jurisdiction in an    
amount less than the then outstanding principal balance of the Mortgage Loan,   
which valuation results from a proceeding initiated under the Bankruptcy Code.  

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

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

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

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

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

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

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

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

   "Distribution Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.04(b) which shall be entitled   
"Distribution Account, U.S. Bank National Association, as Trustee, in trust for 
the registered Holders of 2005-CB3 Trust, C-BASS Mortgage Loan Asset-Backed     
Certificates, Series 2005-CB3" and which must be an Eligible Account.           

     "Distribution Date": The 25th day of any calendar month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day, commencing in June 2005.                                                   

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

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

         "Eligible Account": Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the          
short-term unsecured debt obligations of which (or, in the case of a depository 
institution or trust company that is the principal subsidiary of a holding      
company, the short-term unsecured debt obligations of such holding company) are 
rated "A-2" (or the equivalent) by each of the Rating Agencies at the time any  
amounts are held on deposit therein, (ii) an account or accounts the deposits in
which are fully insured by the FDIC (to the limits established by such          
corporation), the uninsured deposits in which account are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each
Rating Agency, the Certificateholders will have a claim with respect to the     
funds in such account or a perfected first priority security interest against   
such collateral (which shall be limited to Permitted Investments) securing such 
funds that is superior to claims of any other depositors or creditors of the    
depository institution with which such account is maintained, (iii) a trust     
account or accounts maintained with the trust department of a federal or state  
chartered depository institution, national banking association or trust company 
acting in its fiduciary capacity or (iv) an account otherwise acceptable to each
Rating Agency without reduction or withdrawal of their then current ratings of  
the Certificates as evidenced by a letter from each Rating Agency to the        
Trustee.                                                                        

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

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

    "ERISA-Qualifying Underwriting": A best efforts or firm commitment
underwriting or private placement that would satisfy the requirements of        
Prohibited Transaction Exemption 90-25, 55 Fed. Reg. 21459 (1990), as amended,  
granted to the Underwriter by the United States Department of Labor (or any     
other applicable underwriter's exemption granted by the United States Department
of Labor), except, in relevant part, for the requirement that the certificates  
have received a rating at the time of acquisition that is in one of the three   
(or four, in the case of a "designated transaction") highest generic rating     
categories by at least one of the Rating Agencies.                              

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      "ERISA-Restricted Certificate": The Class M-1, Class M-2, Class M-3,
Class M-4, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6,    
Class N, Class X, Class R-X and Class R Certificates and any other Certificate, 
unless the acquisition and holding of such other Certificate is covered by and  
exempt under Prohibited Transaction Exemption 90-25, 55 Fed. Reg. 21459 (1990), 
as amended, granted to the Underwriter by the United States Department of Labor 
(or any other applicable underwriter's exemption granted by the United States   
Department of Labor).                                                           

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

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

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

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

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

         "Extra Principal Distribution Amount": As of any Distribution Date, the
lesser of (x) 99.995% of the Monthly Excess Cashflow Amount for such            
Distribution Date and (y) the Overcollateralization Deficiency for such         
Distribution Date.                                                              

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

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

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

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

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

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

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

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

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

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         "First Lien Mortgage Loan": Any of the Mortgage Loans which are secured
by a first mortgage lien that is senior to a Second Lien Mortgage Loan on the   
related Mortgaged Property.                                                     

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

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

       "Grantor Trust": That portion of the Trust Fund exclusive of REMIC 1,
REMIC 2, REMIC B-1, REMIC B-2, REMIC B-3, REMIC B-4, REMIC B-5, REMIC B-6 and   
REMIC X/N which holds (a) the REMIC X/N X/N Interest and (b) the obligation to  
pay Net WAC Carryover Amounts (other than Net WAC Carryover Amounts funded from 
the Reserve Account).                                                           

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

         "Group I Available Funds Cap": With respect to any Distribution Date,
a per annum rate (subject to adjustment based on the actual number of days      
elapsed in the related Interest Accrual Period) equal to 12 times the quotient  
of (x) the total scheduled interest on the Group I Mortgage Loans for the       
related Interest Accrual Period at the Net Mortgage Interest Rates and (y) the  
aggregate Principal Balance of the Group I Mortgage Loans (as of the first day  
of the related Collection Period).                                              

    "Group I Group Subordinate Amount": For any Distribution Date, the
excess of the aggregate Principal Balance of the Group I Mortgage Loans (as of  
the first day of the related Collection Period) over the aggregate Certificate  
Principal Balance of the Class AV-1, Class AV-2 and Class AV-3 Certificates as  
of such Distribution Date (before distributions in respect of principal on such 
Distribution Date).                                                             

        "Group I Interest Remittance Amount": As of any Distribution Date, the
sum, without duplication, of (i) all interest received by the Servicer on or    
prior to the related Determination Date for such Distribution Date or advanced  
with respect to Monthly Payments due during the related Collection Period on the
Group I Mortgage Loans (less the Servicing Fee, amounts available for           
reimbursement of Advances and Servicing Advances pursuant to Section 3.05 and   
expenses reimbursable pursuant to Section 6.03), (ii) the portion of any full or
partial Principal Prepayment related to interest with respect to a Group I      
Mortgage Loan received during the related Prepayment Period, (iii) all          
Compensating Interest paid by the Servicer on the related Determination Date    
with respect to the Group I Mortgage Loans, (iv) the portion of any payment in  
connection with any Purchase Price, Net Liquidation Proceeds, Insurance Proceeds
or Condemnation Proceeds relating to interest with respect to the Group I       
Mortgage Loans received during the related Prepayment Period, (v) the portion of
any Substitution Adjustment Amount relating to interest with respect to the     
Group I Mortgage Loans received during the related Prepayment Period, (vi) with 
respect to the related Distribution Date on which the Trust is to be terminated 
in accordance with the Section 10.01 hereof, that portion of the Termination    
Price with respect to the Group I Mortgage Loans in respect of interest and     
(vii) the portion of any Reimbursement Amount or Subsequent Recovery allocable  
to interest related to the Group I Mortgage Loans received during the related   
Prepayment Period.                                                              

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      "Group I Maximum Rate Cap": With respect to any Distribution Date, a
per annum rate (subject to adjustment based on the actual number of days elapsed
in the related Interest Accrual Period) equal to the 12 times the quotient of   
(x) the total scheduled interest that would have accrued on the Group I Mortgage
Loans at their maximum lifetime Net Mortgage Interest Rates and (y) the         
aggregate Principal Balance of the Group I Mortgage Loans (as of the first day  
of the related Collection Period).                                              

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

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

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

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

       "Group II Group Subordinate Amount": For any Distribution Date, the
excess of the aggregate Principal Balance of the Group II Mortgage Loans (as of 
the first day of the related Collection Period) over the aggregate Certificate  
Principal Balance of the Class AF-1A, Class AF-1B, Class AF-1C, Class AF-2,     
Class AF-3 and Class AF-4 Certificates as of such Distribution Date (before     
distributions in respect of principal on such Distribution Date).               

         "Group II Interest Remittance Amount": As of any Distribution Date, the
sum, without duplication, of (i) all interest received by the Servicer on or    
prior to the related Determination Date for such Distribution Date or advanced  
with respect to Monthly Payments due during the related Collection Period on the
Group II Mortgage Loans (less the Servicing Fee, amounts available for          
reimbursement of Advances and Servicing Advances pursuant to Section 3.05 and   
expenses reimbursable pursuant to Section 6.03), (ii) the portion of any full or
partial Principal Prepayment related to interest with respect to a Group II     
Mortgage Loan received during the related Prepayment Period, (iii) all          
Compensating Interest paid by the Servicer on the related Determination Date    
with respect to the Group II Mortgage Loans, (iv) the portion of any payment in 
connection with any Purchase Price, Net Liquidation Proceeds, Insurance Proceeds
or Condemnation Proceeds relating to interest with respect to the Group II      
Mortgage Loans received during the related Prepayment Period, (v) the portion of
any Substitution Adjustment Amount relating to interest with respect to the     
Group II Mortgage Loans received during the related Prepayment Period, (vi) with
respect to the related Distribution Date on which the Trust is to be terminated 
in accordance with the Section 10.01 hereof, that portion of the Termination    
Price with respect to the Group II Mortgage Loans in respect of interest and    
(vii) the portion of any Reimbursement Amount or Subsequent Recovery related to 
the Group II Mortgage Loans related to interest received during the related     
Prepayment Period.                                                              

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

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

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

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

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

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

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

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

 "Independent Contractor": Either (i) any Person (other than the
Servicer) that would be an "independent contractor" with respect to the Trust   
Fund within the meaning of Section 856(d)(3) of the Code if the Trust Fund were 
a real estate investment trust (except that the ownership tests set forth in    
that section shall be considered to be met by any Person that owns, directly or 
indirectly, 35 percent or more of any Class of Certificates), so long as the    
Trust Fund does not receive or derive any income from such Person and provided  
that the relationship between such Person and the Trust Fund is at arm's length,
all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any
other Person (including the Servicer) if the Trustee has received an Opinion of 
Counsel, which Opinion of Counsel shall be an expense of the Trust Fund, to the 
effect that the taking of any action in respect of any REO Property by such     
Person, subject to any conditions therein specified, that is otherwise herein   
contemplated to be taken by an Independent Contractor will not cause such REO   
Property to cease to qualify as "foreclosure property" within the meaning of    
Section 860G(a)(8) of the Code (determined without regard to the exception      
applicable for purposes of Section 860D(a) of the Code), or cause any income    
realized in respect of such REO Property to fail to qualify as Rents from Real  
Property.                                                                       

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

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

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

"Initial Overcollateralization Amount":  $5,225,657.91.       

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

      "Interest Accrual Period": With respect to any Distribution Date and
(i) with respect to the Class AV-1, Class AV-2, Class AV-3, Class AF-1C, Class  
M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and Class 
B-4 Certificates, the period from the preceding Distribution Date through the   
day prior to the current Distribution Date (or, in the case of the first        
Distribution Date, the period from the Closing Date through June 24, 2005), and 
(ii) with respect to the Class AF-1A, Class AF-1B, Class AF-2, Class AF-3, Class
AF-4, Class B-5, Class B-6, Class N and Class X Certificates, the REMIC 1       
Regular Interests and the REMIC 2 X/N Interest, the calendar month immediately  
preceding the month in which such Distribution Date occurs.                     

       "Interest Carry Forward Amount": For any Class of Certificates (other
than the Residual Certificates) and any Distribution Date, the sum of (a) the   
excess, if any, of the Accrued Certificate Interest and any Interest Carry      
Forward Amount for each Class for the prior Distribution Date, over the amount  
in respect of interest actually distributed on such Class on such prior         
Distribution Date and (b) interest on such excess at the applicable Pass-Through
Rate (x) with respect to the Certificates (other than the Class AF-1A, Class    
AF-1B, Class AF-2, Class AF-3, Class AF-4, Class B-5, Class B-6, Class N and    
Class X Certificates), on the basis of the actual number of days elapsed on the 
basis of a 360-day year since the prior Distribution Date, and (y) with respect 
to the Class AF-1A, Class AF-1B, Class AF-2, Class AF-3, Class AF-4, Class B-5, 
Class B-6, Class N and Class X Certificates, on the basis of a 360-day year     
consisting of twelve 30-day months.                                             

      "Interest Percentage": With respect to any Class of Certificates and
any Distribution Date, the ratio (expressed as a decimal carried to ten places) 
of the Accrued Certificate Interest for such Class to the sum of the Accrued    
Certificate Interest for all Classes of Certificates, in each case with respect 
to such Distribution Date and without regard to shortfalls caused by the Relief 
Act or similar state law.                                                       

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

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

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"Lender":  As defined in Section 3.30(a) hereof.              

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

         (i) If on such LIBOR Determination Date two or more Reference
Banks provide quotations as to the rate at which deposits in U.S. Dollars are   
offered as of 11:00 a.m. (London time) to prime banks in the London interbank   
market for a period of one month in amounts approximately equal to the aggregate
Certificate Principal Balance of the Class AV-1, Class AV-2, Class AV-3, Class  
AF-1C, Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class  
B-3 and Class B-4 Certificates, LIBOR for the related Interest Accrual Period   
shall be the arithmetic mean of such offered quotations (rounded upwards if     
necessary to the nearest whole multiple of 0.001%);                             

             (ii) If on such LIBOR Determination Date fewer than two Reference
Banks provide such offered quotations, LIBOR for the related Interest Accrual   
Period shall be the arithmetic mean of the rates quoted by one or more major    
banks in New York City, selected by the Trustee after consultation with the     
Servicer, as of 11:00 a.m., New York City time, on such date for loans in U.S.  
Dollars to leading European banks for a period of one month in amounts          
approximately equal to the aggregate Certificate Principal Balance of the Class 
AV-1, Class AV-2, Class AV-3, Class AF-1C, Class M-1, Class M-2, Class M-3,     
Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates; and      

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

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

        "LIBOR Determination Date": With respect to the Offered Certificates
(other than the Class AF-1A, Class AF-1B, Class AF-2, Class AF-3 and Class AF-4 
Certificates), (i) for the first Distribution Date, the second LIBOR Business   
Day preceding the Closing Date and (ii) for each subsequent Distribution Date,  
the second LIBOR Business Day prior to the immediately preceding Distribution   
Date.                                                                           

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

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

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

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

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

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

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

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

"Losses":  As defined in Section 9.03.                        

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

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

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

        "Marker Interest": Each of the LT1-AV1 Interest, the LT1-AV2 Interest,
the LT1-AV3 Interest, the LT1-AF1A Interest, the LT1-AF1B Interest, the LT1-AF1C
Interest, the LT1-AF2 Interest, the LT1-AF3 Interest, the LT1-AF4 Interest, the 
LT1-M1 Interest, the LT1-M2 Interest, the LT1-M3 Interest, the LT1-M4 Interest, 
the LT1-B1 Interest, the LT1-B2 Interest, the LT1-B3 Interest, the LT1-B4       
Interest, the LT1-B5 Interest and the LT1-B6 Interest.                          

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

      "Minimum Loan Rate": With respect to each Group I Mortgage Loan, the
percentage set forth in the related Mortgage Note as the minimum Mortgage       
Interest Rate thereunder or if no such percentage is set forth in the related   
Mortgage Note, the Gross Margin set forth in the related Mortgage Note.         

       "Monthly Excess Cashflow Allocation": Shall have the meaning assigned
thereto in Section 4.02.                                                        

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EX-4.1 38th Page of 356 TOC 1st Previous Next ↓Bottom Just 38th
 "Monthly Excess Cashflow Amount": The sum of the Monthly Excess
Interest Amount, the Overcollateralization Release Amount and (without          
duplication) any portion of the Principal Distribution Amount remaining after   
principal distributions on the Offered Certificates and the Class B-5 and Class 
B-6 Certificates.                                                               

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

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

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

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

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

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

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

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

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      "Mortgage Loan Purchase Agreement": The agreement between the Seller
and the Depositor, dated as of June 9, 2005, regarding the transfer of the      
Mortgage Loans by the Seller to or at the direction of the Depositor attached   
hereto as Exhibit G.                                                            

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

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

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

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

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

(5) the original months to maturity;                          

(6) the date of origination;                                  

(7) the first payment date;                                   

(8) the stated maturity date;                                 

(9) the stated remaining months to maturity;                  

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

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

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

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

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

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

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

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

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EX-4.1 40th Page of 356 TOC 1st Previous Next ↓Bottom Just 40th
   (18) a code indicating whether the Mortgage Loan is conventional,
insured by the FHA or guaranteed by the VA;                                     

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

(20) the Gross Margin;                                        

(21) the Periodic Rate Cap;                                   

(22) the Minimum Loan Rate;                                   

(23) the Maximum Loan Rate;                                   

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

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

(26) the rate adjustment frequency;                           

(27) the payment adjustment frequency;                        

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

      (29) a code indicating whether the Mortgage Loan is an interest only
Mortgage Loan and, if so, the interest only period at origination;              

   (30) a code indicating whether the Mortgage Loan is a Second Lien
Mortgage Loan.                                                                  

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

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

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

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

"Mortgagor":  The obligor on a Mortgage Note.                 

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

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

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

      "Net WAC Carryover Amount": If on any Distribution Date, the Accrued
Certificate Interest for (a) the Class AV-1, Class AV-2, and Class AV-3         
Certificates is based upon the Group I Available Funds Cap or (b) any class of  
the Class M or Class B Certificates is based on the Subordinate Rate Cap, the   
excess of (i) the amount of interest such class would have been entitled to     
receive on such Distribution Date based on clauses (i) and (iii) only of its    
Pass-Through Rate over (ii) the amount of interest such class was entitled to   
receive on such Distribution Date based on the applicable Cap, together with the
unpaid portion of any such excess from prior Distribution Dates (and interest   
accrued thereon at the then applicable Pass-Through Rate on such class).        

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

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

        "Notional Amount": With respect to the Class N Certificates, an amount
equal to the Original Class N Notional Amount reduced by the aggregate          
distributions made to the Class N Certificates in respect of the Class N        
Notional Amount pursuant to Section 4.02(b)(xxxviii) or Section 4.02(c).        

       "Offered Certificates": The Class AV-1, Class AV-2, Class AV-3, Class
AF-1A, Class AF-1B, Class AF-1C, Class AF-2, Class AF-3, Class AF-4, Class M-1, 
Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and Class B-4  
Certificates.                                                                   

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

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

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

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

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

    "Original Notional Amount":  The Original Class N Notional Amount.

  "Overcollateralization Amount": As of any Distribution Date, the
excess, if any, of (x) the Pool Balance as of the last day of the immediately   
preceding Collection Period over (y) the aggregate Certificate Principal        
Balances of all Classes of Offered Certificates and the Class B-5 and Class B-6 
Certificates (after taking into account all distributions of principal on such  
Distribution Date).                                                             

      "Overcollateralization Deficiency": As of any Distribution Date, the
excess, if any, of (x) the Targeted Overcollateralization Amount for such       
Distribution Date over (y) the Overcollateralization Amount for such            
Distribution Date, calculated for this purpose after taking into account the    
reduction on such Distribution Date of the Certificate Principal Balances of all
Classes of Offered Certificates and the Class B-5 and Class B-6 Certificates    
resulting from the distribution of the Principal Distribution Amount (but not   
the Extra Principal Distribution Amount) on such Distribution Date, but prior to
taking into account any Applied Realized Loss Amounts on such Distribution Date.

"Overcollateralization Release Amount": With respect to any   
Distribution Date on or after the Stepdown Date on which a Trigger Event is not 
in effect, the lesser of (x) the Principal Remittance Amount for such           
Distribution Date and (y) the excess, if any, of (i) the Overcollateralization  
Amount for such Distribution Date, assuming that 100% of the Principal          
Remittance Amount is applied as a principal payment on the Offered Certificates 
and the Class B-5 and Class B-6 Certificates on such Distribution Date, over    
(ii) the Targeted Overcollateralization Amount for such Distribution Date. With 
respect to any Distribution Date on which a Trigger Event is in effect, the     
Overcollateralization Release Amount will be zero.                              

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

         "Pass-Through Rate": Any of the Class AV-1 Pass-Through Rate, the Class
AV-2 Pass-Through Rate, the Class AV-3 Pass-Through Rate, the Class AF-1A       
Pass-Through Rate, the Class AF-1B Pass-Through Rate, the Class AF-1C           
Pass-Through Rate, the Class AF-2 Pass-Through Rate, the Class AF-3 Pass-Through
Rate, the Class AF-4 Pass-Through Rate, the Class M-1 Pass-Through Rate, the    
Class M-2 Pass-Through Rate, the Class M-3 Pass-Through Rate, the Class M-4     
Pass-Through Rate, the Class B-1 Pass-Through Rate, the Class B-2 Pass-Through  
Rate, the Class B-3 Pass-Through Rate, the Class B-4 Pass-Through Rate, the     
Class B-5 Pass-Through Rate and the Class B-6 Pass-Through Rate. With respect to
the Class N Certificates, the Pass-Through Rate is 8.00% per annum.             

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

      "Percentage Interest": With respect to any Certificate (other than a
Class N, Class X or Residual Certificate), a fraction, expressed as a           
percentage, the numerator of which is the Initial Certificate Principal Balance 
represented by such Certificate and the denominator of which is the Original    
Class Certificate Principal Balance of the related Class. With respect to a     
Class N Certificate, the undivided percentage interest obtained by dividing the 
Initial Notional Amount evidenced by such Certificate by the Original Class N   
Notional Amount, as the case may be, of such Class. With respect to a Class X or
Residual Certificate, the portion of the Class evidenced thereby, expressed as a
percentage, as stated on the face of such Certificate; provided, however, that  
the sum of all such percentages for each such Class totals 100%.                

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

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

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

             (ii) (A) demand and time deposits in, certificates of deposit of,
        bankers' acceptances issued by or federal funds sold by any depository
   institution or trust company (including the Trustee or its agents
      acting in their respective commercial capacities) incorporated under
   the laws of the United States of America or any state thereof and
subject to supervision and examination by federal and/or state
        authorities, so long as, at the time of such investment or contractual
       commitment providing for such investment, such depository institution
         or trust company or its ultimate parent has a short-term uninsured debt
         rating in one of the two highest available rating categories of S&P and
         Moody's and the highest available rating category of Fitch and provided
        that each such investment has an original maturity of no more than 365
         days and (B) any other demand or time deposit or deposit which is fully
insured by the FDIC;                                          

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

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

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

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

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

provided, that (i) no instrument described hereunder shall evidence either the  
right to receive (a) only interest with respect to the obligations underlying   
such instrument or (b) both principal and interest payments derived from        
obligations underlying such instrument and the interest and principal payments  
with respect to such instrument provide a yield to maturity at par greater than 
120% of the yield to maturity at par of the underlying obligations and (ii) each
such investment must be a "permitted investment" within the meaning of Section  
860G(a)(5) of the Code.                                                         

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

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

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

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

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

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

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

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

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

       "Principal Remittance Amount": With respect to any Distribution Date,
to the extent of funds available therefor, the sum (less amounts available for  
reimbursement of Advances and Servicing Advances pursuant to Section 3.05 and   
expenses reimbursable pursuant to Section 6.03) of: (i) each payment of         
principal on a Mortgage Loan due during the related Collection Period and       
received by the Servicer on or prior to the related Determination Date, and any 
Advances with respect thereto, (ii) the portion of all full and partial         
Principal Prepayments or Insurance Proceeds, Condemnation Proceeds and          
Subsequent Recoveries allocable to principal received by the Servicer during the
related Prepayment Period, (iii) the Net Liquidation Proceeds allocable to      
principal actually collected by the Servicer during the related Prepayment      
Period, (iv) with respect to Defective Mortgage Loans repurchased with respect  
to such Prepayment Period, the portion of the Purchase Price allocable to       
principal, (v) any Substitution Adjustment Amounts allocable to principal       
received during the related Prepayment Period and (vi) on the Distribution Date 
on which the Trust is to be terminated in accordance with Section 10.01 hereof, 
that portion of the Termination Price in respect of principal.                  

         "Private Certificates": Any of the Class B-5, Class B-6, Class N, Class
X and Residual Certificates.                                                    

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

         "Proportionate Holder": A Person that beneficially owns pro rata shares
of the Class N and Class X Certificates.                                        

        "Prospectus Supplement": That certain Prospectus Supplement dated June
7, 2005 relating to the public offering of the Offered Certificates.            

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

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

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

         "Realized Loss": With respect to a Liquidated Mortgage Loan, the amount
by which the remaining unpaid Principal Balance of the Mortgage Loan plus       
accrued and unpaid interest thereon at the Mortgage Interest Rate through the   
last day of the month of liquidation, exceeds the amount of Net Liquidation     
Proceeds applied to the principal balance of the related Mortgage Loan. With    
respect to any Mortgage Loan, a Deficient Valuation or a reduction in the       
Principal Balance thereof resulting from a Servicer Modification.               

         "Realized Loss Amortization Amount": Any of the Class M-1 Realized Loss
Amortization Amount, the Class M-2 Realized Loss Amortization Amount, the Class 
M-3 Realized Loss Amortization Amount, the Class M-4 Realized Loss Amortization 
Amount, the Class B-1 Realized Loss Amortization Amount, the Class B-2 Realized 
Loss Amortization Amount, the Class B-3 Realized Loss Amortization Amount, the  
Class B-4 Realized Loss Amortization Amount, the Class B-5 Realized Loss        
Amortization Amount and the Class B-6 Realized Loss Amortization Amount.        

        "Record Date": With respect to all of the Certificates (except for the
Class AF-1A, Class AF-1B, Class AF-2, Class AF-3, Class AF-4, Class B-5, Class  
B-6, Class N, Class X, Class R and Class R-X Certificates), the Business Day    
immediately preceding such Distribution Date; provided, however, that if any    
such Certificate becomes a Definitive Certificate, the Record Date for such     
Certificate shall be the last Business Day of the month immediately preceding   
the month in which the related Distribution Date occurs. With respect to the    
Class AF-1A, Class AF-1B, Class AF-2, Class AF-3, Class AF-4, Class B-5, Class  
B-6, Class N, Class X, Class R and Class R-X Certificates, the last Business Day
of the month immediately preceding the month in which the related Distribution  
Date occurs or the Closing Date, in the case of the first Distribution Date.    

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

       "Regular Certificate": Any of the Offered Certificates, the Class B-4
Certificates, the Class N Certificates and the Class X Certificates.            

      "Regulation S": Regulation S promulgated under the Securities Act or
any successor provision thereto, in each case as the same may be amended from   
time to time; and all references to any rule, section or subsection of, or      
definition or term contained in, Regulation S means such rule, section,         
subsection, definition or term, as the case may be, or any successor thereto, in
each case as the same may be amended from time to time.                         

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      "Regulation S Global Securities": The Book-Entry Regulation S Global
Securities and the Definitive Regulation S Global Securities.                   

"Reimbursement Amount": As defined in Section 2.03.           

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

     "Relief Act": The Servicemembers Civil Relief Act and similar state
laws.                                                                           

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

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

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

         "REMIC Regular Interest": Any REMIC 1 Regular Interest, REMIC 2 Regular
Interest, REMIC B-1 Regular Interest, REMIC B-2 Regular Interest, REMIC B-3     
Regular Interest, REMIC B-4 Regular Interest, REMIC B-5 Regular Interest, REMIC 
B-6 Regular Interest or REMIC X/N Regular Interest.                             

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

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

        "REMIC 1 Regular Interest": Each REMIC 1 Interest other than the Class
R-1 Interest.                                                                   

     "REMIC 1 Subordinated Balance Ratio": The ratio among the principal
balances of the Class LT1-IA Interest and the Class LT1-IIA Interest that is    
equal to the ratio among, with respect to each such REMIC 1 Regular Interest,   
the Group Subordinate Amount for the related Loan Group.                        

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

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

       "REMIC 2 Regular Interest": Each of the Class AF-1A Certificates, the
Class AF-1B Certificates, the Class AF-1C Certificates, the Class AF-2          
Certificates, the Class AF-3 Certificates, the Class AF-4 Certificates, the     
REMIC 2 AV-1 Interest, the REMIC 2 AV-2 Interest, the REMIC 2 AV-3 Interest, the
REMIC 2 M-1 Interest, the REMIC 2 M-2 Interest, the REMIC 2 M-3 Interest, the   
REMIC 2 M-4 Interest, the REMIC 2 B-1 Interest, the REMIC 2 B-2 Interest, the   
REMIC 2 B-3 Interest, the REMIC 2 B-4 Interest, the REMIC 2 B-5 Interest, the   
REMIC 2 B-6 Interest and the REMIC 2 X/N Interest.                              

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        "REMIC 2 AV-1 Interest": An uncertificated "regular interest" in REMIC
2 represented by the Class AV-1 Certificates having the same rights to payments 
as the Class AV-1 Certificates other than the right to any payments in respect  
of Net WAC Carryover Amounts.                                                   

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

        "REMIC 2 AV-3 Interest": An uncertificated "regular interest" in REMIC
2 represented by the Class AV-3 Certificates having the same rights to payments 
as the Class AV-3 Certificates other than the right to any payments in respect  
of Net WAC Carryover Amounts.                                                   

         "REMIC 2 M-1 Interest": An uncertificated "regular interest" in REMIC 2
represented by the Class M-1 Certificates having the same rights to payments as 
the Class M-1 Certificates other than the right to any payments in respect of   
Net WAC Carryover Amounts.                                                      

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

         "REMIC 2 M-3 Interest": An uncertificated "regular interest" in REMIC 2
represented by the Class M-3 Certificates having the same rights to payments as 
the Class M-3 Certificates other than the right to any payments in respect of   
Net WAC Carryover Amounts.                                                      

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

         "REMIC 2 B-1 Interest": An uncertificated "regular interest" in REMIC 2
held by REMIC B-1 having the same rights to payments as the Class B-1           
Certificates other than the right to any payments in respect of Net WAC         
Carryover Amounts.                                                              

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

         "REMIC 2 B-3 Interest": An uncertificated "regular interest" in REMIC 2
held by REMIC B-3 having the same rights to payments as the Class B-3           
Certificates other than the right to any payments in respect of Net WAC         
Carryover Amounts.                                                              

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

         "REMIC 2 B-5 Interest": An uncertificated "regular interest" in REMIC 2
held by REMIC B-5 having the same rights to payments as the Class B-5           
Certificates other than the right to any payments in respect of Net WAC         
Carryover Amounts.                                                              

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         "REMIC 2 B-6 Interest": An uncertificated "regular interest" in REMIC 2
held by REMIC B-6 having the same rights to payments as the Class B-6           
Certificates other than the right to any payments in respect of Net WAC         
Carryover Amounts.                                                              

         "REMIC 2 X/N Interest": An uncertificated "regular interest" in REMIC 2
held by REMIC X/N having an initial principal balance of $5,225,657.91 and      
bearing interest at the REMIC 2 X/N Interest Distributable Interest Rate on a   
notional balance equal to 99.995% of the aggregate of the Principal Balance of  
the Mortgage Loans outstanding as of the beginning of the related Interest      
Accrual Period. The REMIC 2 X/N Interest shall be entitled to all prepayment    
penalties (including amounts deposited in connection with the full or partial   
waiver of such prepayment penalties pursuant to Section 3.01).                  

       "REMIC 2 X/N Interest Current Interest": As of any Distribution Date,
the interest accrued during the related Interest Accrual Period at the REMIC 2  
X/N Interest Distributable Interest Rate on a notional amount equal to 99.995%  
of the aggregate of the Principal Balance of the Mortgage Loans outstanding as  
of the beginning of such Interest Accrual Period (such amount of interest       
representing a "specified portion" (within the meaning of Treasury Regulations  
Section 1.860G-1(a)(2)(i)(C)) of interest payments on the REMIC 1 Regular       
Interests (other than the LT1-IB Interest and the LT1-IIB Interest)).           

         "REMIC 2 X/N Interest Distributable Interest Rate": The excess, if any,
of (a) the weighted average of the interest rates on the REMIC 1 Regular        
Interests over (b) two times the weighted average of the interest rates on the  
Marker Interests and the LT1-X1 Interest (treating for purposes of this clause  
(b) the interest rate on each of the Marker Interests as being subject to a cap 
and a floor equal to the Pass-Through Rate (as adjusted to reflect a 30-day     
accrual period) of the Related Certificate of such Marker Interest (as described
in the Preliminary Statement) and treating the LT1-X1 Interest as being capped  
at zero). The averages described in the preceding sentence shall be weighted on 
the basis of the respective principal balances of the relevant REMIC 1 Regular  
Interests immediately prior to any date of determination.                       

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"REMIC B-4 Regular Interest": The REMIC B-4 B-4 Interest.     

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

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

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

"REMIC B-5 Regular Interest": The REMIC B-5 B-5 Interest.     

         "REMIC B-5 B-5 Interest": An uncertificated "regular interest" in REMIC
B-5 represented by the Class B-5 Certificates having the same rights to payments
as the Class B-5 Certificates other than the right to any payments in respect of
Net WAC Carryover Amounts.                                                      

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

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

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

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

"REMIC X/N":  As defined in the Preliminary Statement.        

       "REMIC X/N Interest": Each of the REMIC X/N Regular Interests and the
Class R-X/N Interest.                                                           

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

         "REMIC X/N X/N Interest": An uncertificated "regular interest" in REMIC
X/N held by the Trustee on behalf of the holders of the Class X and Class N     
Certificates and entitled to all payments in respect of the REMIC 2 X/N         
Interest.                                                                       

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

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

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

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

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

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

         "Reserve Account": The separate Eligible Account created and maintained
by the Trustee pursuant to Section 4.02(f) in the name of the Trustee for the   
benefit of the Trust Fund and designated "U.S. Bank N.A., as trustee, in trust  
for registered holders of the C-BASS, Mortgage Loan Asset-Backed Certificates,  
Series 2005-CB3." Funds in the Reserve Account shall be held in trust for the   
Trust Fund for the uses and purposes set forth in this Agreement.               

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

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

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

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

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

  "Second Lien Mortgage Loan": Any of the Mortgage Loans which are
secured by a second mortgage lien that is junior to a First Lien Mortgage Loan  
on the related Mortgaged Property.                                              

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

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      "Senior Certificates": The Class AV-1, Class AV-2, Class AV-3, Class
AF-1A, Class AF-1B, Class AF-1C, Class AF-2, Class AF-3 and Class AF-4          
Certificates.                                                                   

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

         "Senior Specified Enhancement Percentage": On any date of determination
thereof, 42.40%.                                                                

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

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

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

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

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

"Servicer's Assignee":  As defined in Section 3.30(b) hereof. 

       "Servicing Advances": All customary, reasonable and necessary "out of
pocket" costs and expenses incurred by the Servicer in the performance of its   
servicing obligations to the extent such costs or expenses constitute           
"unanticipated expenses" within the meaning of Treasury Regulations             
1.860G-1(b)(3)(ii), including, but not limited to, the cost of (i) the          
preservation, restoration and protection of the Mortgaged Property, (ii) any    
enforcement or judicial proceedings, including foreclosures, (iii) the          
management and liquidation of the REO Property and (iv) compliance with the     
obligations under Section 3.08.                                                 

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

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

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

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

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

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

"SPV":  As defined in Section 3.30(a) hereof.                 

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

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

        "Stepdown Date": The later to occur of (x) the earlier to occur of (A)
the Distribution Date in June 2008 and (B) the Distribution Date on which the   
aggregate Certificate Principal Balance of the Class A Certificates is reduced  
to zero, and (y) the first Distribution Date on which the Senior Enhancement    
Percentage is greater than or equal to the Senior Specified Enhancement         
Percentage.                                                                     

         "Subordinate Maximum Rate Cap": For any Distribution Date will be a per
annum rate equal to the weighted average of the Group I Maximum Rate Cap and the
Group II Net Rate Cap (as adjusted to reflect the actual number of days in the  
related Interest Accrual Period) weighted on the basis of the Group I Group     
Subordinate Amount and the Group II Group Subordinate Amount, respectively.     

      "Subordinate Rate Cap": With respect to any Distribution Date, a per
annum rate equal to the weighted average of the Group I Available Funds Cap and 
the Group II Net Rate Cap (as adjusted to reflect the actual number of days in  
the related Interest Accrual Period), weighted on the basis of the Group I Group
Subordinate Amount and the Group II Group Subordinate Amount, respectively.     

         "Subordinated Certificates": The Class M-1, Class M-2, Class M-3, Class
M-4, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5, Class B-6, Class N, 
Class X, Class R and Class R-X Certificates.                                    

         "Subsequent Overcollateralization Amount": As of any Distribution Date,
after the application of principal payments and Applied Realized Loss Amounts,  
an amount equal to the excess, if any of (a) the Pool Balance over (b) the sum  
of (i) the Certificate Principal Balance of each Class of Offered Certificates  
and the Class B-5 and Class B-6 Certificates and (ii) the remaining Initial     
Overcollateralization Amount.                                                   

"Subsequent Recovery": Any amount received on a Mortgage Loan 
subsequent to such Mortgage Loan being determined to be a Liquidated Mortgage   
Loan.                                                                           

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

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       "Targeted Overcollateralization Amount": As of any Distribution Date,
(x) prior to the Stepdown Date, 1.25% of the Pool Balance on the Cut-off Date   
and (y) on and after the Stepdown Date, (i) if a Trigger Event has not occurred,
the lesser of (a) 1.25% of the Pool Balance on the Cut-off Date and (b) the     
greater of (A) 2.50% of the Pool Balance as of the last day of the related      
Collection Period and (B) 0.50% of the Pool Balance on the Cut-off Date and (ii)
if a Trigger Event has occurred, the Targeted Overcollateralization Amount for  
the immediately preceding Distribution Date. Notwithstanding the foregoing, on  
and after any Distribution Date following the reduction of the Aggregate        
Certificate Principal Balance of the Offered Certificates and the Class B-5 and 
Class B-6 Certificates to zero, the Targeted Overcollateralization Amount shall 
be zero.                                                                        

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

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

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

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

    "Trigger Event": With respect to any Distribution Date, if (i) the
six-month rolling average of 60+ Day Delinquent Loans equals or exceeds 38.00%  
of the Senior Enhancement Percentage or (ii) the aggregate amount of Realized   
Losses incurred since the Cut-off Date through the last day of the related      
Collection Period divided by the Pool Balance as of the Cut-off Date exceeds the
applicable percentages set forth below with respect to such Distribution Date:  

DISTRIBUTION DATE OCCURRING IN                      PERCENTAGE                  
------------------------------                      ----------                  
June 2007 through May 2008                          1.25%                       
June 2008 through May 2009                          2.80%                       
June 2009 through May 2010                          4.40%                       
June 2010 through May 2011                          5.75%                       
June 2011 and thereafter                            6.50%                       

"Trust":  2005-CB3 Trust, the trust created hereunder.        

"Trust Fund": The segregated pool of assets subject hereto,   
constituting the primary trust created hereby and to be administered hereunder, 
with respect to a portion of which REMIC elections are to be made, such entire  
Trust Fund consisting of: (i) such Mortgage Loans as from time to time are      
subject to this Agreement, together with the Mortgage Files relating thereto,   
and together with all collections thereon and proceeds thereof, (ii) any REO    
Property, together with all collections thereon and proceeds thereof, (iii) the 
Trustee's rights with respect to the Mortgage Loans under all insurance policies
required to be maintained pursuant to this Agreement and any proceeds thereof,  
(iv) the Depositor's rights under the Mortgage Loan Purchase Agreement          
(including any security interest created thereby), (v) the Cap Contract and     
Reserve Account and (vi) the Collection Account, the Distribution Account and   
any REO Account and such assets that are deposited therein from time to time and
any investments thereof, together with any and all income, proceeds and payments
with respect thereto.                                                           

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

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

        "Trustee Fee Rate": With respect to any Distribution Date, 0.0065% per
annum.                                                                          

       "Underwriter": Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
underwriter with respect to the Offered Certificates.                           

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

         "Unpaid Realized Loss Amount": For any Class M-1, Class M-2, Class M-3,
Class M-4, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6  
Certificates and as to any Distribution Date, the excess of (1) the cumulative  
amount of related Applied Realized Loss Amounts with respect to such Class for  
all prior Distribution Dates over (2) the sum of (x) the cumulative amount of   
related Realized Loss Amortization Amounts with respect to such Class for all   
prior Distribution Dates and (y) all increases in the Certificate Principal     
Balance of such Class pursuant to the last sentence of the definition of        
"Certificate Principal Balance."                                                

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

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

     "VA Guaranty": The obligation of VA respecting the guaranty of a VA
Loan pursuant to the Servicemen's Readjustment Act of 1944, as amended.         

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

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

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 "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. The Voting Rights allocated 
among Holders of the Offered Certificates and the Class B-4 Certificates shall  
be 98%, and shall be allocated among each such Class according to the fraction, 
expressed as a percentage, the numerator of which is the aggregate Certificate  
Principal Balance of all the Certificates of such Class then outstanding and the
denominator of which is the aggregate Certificate Principal Balance of all the  
Offered Certificates and the Class B-5 and Class B-6 Certificates then          
outstanding. The Voting Rights allocated to each such Class of Certificates     
shall be allocated among all holders of each such Class in proportion to the    
outstanding Certificate Principal Balance of such Certificates; provided,       
however, that any Certificate registered in the name of the Servicer, the       
Depositor or the Trustee or any of their respective affiliates shall not be     
included in the calculation of Voting Rights; provided that only such           
Certificates as are known by a Responsible Officer of the Trustee to be so      
registered will be so excluded. On each Distribution Date (a) prior to the date 
on which the Notional Amount of the Class N Certificates is reduced to zero, the
percentage of all the Voting Rights allocated among the Holders of the Class N  
and Class X Certificates, respectively, shall be 1% and (b) on and after the    
date on which the Notional Amount of the Class N Certificates is reduced to     
zero, the percentage of all the Voting Rights allocated among the Holders of the
Class N Certificates shall be 0% and the percentage of all the Voting Rights    
allocated among the Holder of the Class X Certificates shall be 2%. The Residual
Certificates shall have no Voting Rights.                                       

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

Section 1.02        Accounting.                                                 

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

ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS;
 ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01 Conveyance of Mortgage Loans.                    

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

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      The parties hereto agree and understand that it is not intended that
any Mortgage Loan be included in the Trust Fund that is, without limitation, a  
"High-Cost Home Loan" as defined by the Home Ownership and Equity Protection Act
of 1994 or any other applicable anti-predatory lending laws, including but not  
limited to (i) a "High-Cost Home Loan" as defined in the New Jersey Home        
Ownership Act effective November 27, 2003; (ii) a "High-Cost Home Loan" as      
defined in the New Mexico Home Loan Protection Act effective January 1, 2004;   
(iii) a "High-Cost Home Loan" as defined in the Massachusetts Predatory Home    
Loan Practices Act effective November 7, 2004 (iv) a "High-Cost Home Loan" as   
defined by the Indiana High Cost Home Loan Law effective January 1, 2005; or (v)
a "High-Cost Home Loan" as defined by the Illinois High-Risk Home Loan Act      
effective January 1, 2004.                                                      

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

        (i) the original Mortgage Note including any riders thereto,
endorsed either (A) in blank or (B) in the following form: "Pay to the order of 
U.S. Bank National Association, as Trustee for the C-BASS Mortgage Loan         
Asset-Backed Certificates, Series 2005-CB3, without recourse," or with respect  
to any lost Mortgage Note, an original Lost Note Affidavit, together with a copy
of the related Mortgage Note;                                                   

         (ii) the original Mortgage including any riders thereto, with
evidence of recording thereon, and the original recorded power of attorney, if  
the Mortgage was executed pursuant to a power of attorney, with evidence of     
recording thereon or, if such Mortgage or power of attorney has been submitted  
for recording but has not been returned from the applicable public recording    
office, has been lost or is not otherwise available, a copy of such Mortgage or 
power of attorney, as the case may be, certified to be a true and complete copy 
of the original submitted for recording;                                        

           (iii) an original Assignment of Mortgage, in form and substance
acceptable for recording. The Mortgage shall be assigned either (A) in blank or 
(B) to "U.S. Bank National Association, as Trustee for the C-BASS Mortgage Loan 
Asset-Backed Certificates, Series 2005-CB3, without recourse";                  

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

            (v) the original or a certified copy of lender's title insurance
policy;                                                                         

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

    (vii) for each FHA Loan, the original Mortgage Insurance
Certificate and for each VA Loan, the original VA Guaranty.                     

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

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        If any of the documents referred to in Section 2.01(ii), (iii) or (iv)
above has as of the Closing Date been submitted for recording but either (x) has
not been returned from the applicable public recording office or (y) has been   
lost or such public recording office has retained the original of such document,
the obligations of the Seller to deliver such documents shall be deemed to be   
satisfied upon (1) delivery to the Trustee or the Custodian no later than the   
Closing Date, of a copy of each such document certified by the Seller in the    
case of (x) above or the applicable public recording office in the case of (y)  
above to be a true and complete copy of the original that was submitted for     
recording and (2) if such copy is certified by the Seller, delivery to the      
Trustee or the Custodian, promptly upon receipt thereof of either the original  
or a copy of such document certified by the applicable public recording office  
to be a true and complete copy of the original. The Seller shall deliver or     
cause to be delivered to the Trustee or the Custodian promptly upon receipt     
thereof any other documents constituting a part of a Mortgage File received with
respect to any Mortgage Loan, including, but not limited to, any original       
documents evidencing an assumption or modification of any Mortgage Loan.        

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

 The Servicer shall cause the Assignments of Mortgage which were
delivered in blank to be completed and shall cause all Assignments referred to  
in Section 2.01(iii) hereof and, to the extent necessary, in Section 2.01(iv)   
hereof to be recorded at the Servicer's expense and of no cost to the Trust     
Fund; provided, however, the Servicer need not cause to be recorded any         
Assignment which relates to a Mortgage Loan in any jurisdiction under the laws  
of which, as evidenced by an Opinion of Counsel delivered by the Servicer to the
Trustee and the Rating Agencies, the recordation of such assignment is not      
necessary to protect the Trustee's interest, on behalf of the Trust, in the     
related Mortgage Loan. The Servicer shall be required to deliver such           
assignments for recording within 30 days of the Closing Date. The Servicer shall
furnish the Trustee, or its designated agent, with a copy of each assignment of 
Mortgage submitted for recording. In the event that any such Assignment is lost 
or returned unrecorded because of a defect therein, the Servicer shall promptly 
have a substitute Assignment prepared or have such defect cured, as the case may
be, and thereafter cause each such Assignment to be duly recorded. In the event 
that any Mortgage Note is endorsed in blank as of the Closing Date, promptly    
following the Closing Date the Servicer shall cause to be completed such        
endorsements "Pay to the order of U.S. Bank National Association, as Trustee for
the C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB3, without    
recourse."                                                                      

     In the event that any Assignments of Mortgage is not recorded or is
improperly recorded (as a result of actions taken or not taken by a person other
than the Servicer), neither the Servicer nor the Trustee shall have any         
liability for its failure to receive notices related to such Assignment of      
Mortgage.                                                                       

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

Section 2.02 Acceptance by Trustee.                           

       The Trustee acknowledges its (or the Custodian's) receipt of, subject
to the provisions of Section 2.01 and subject to the review described below and 
any exceptions noted on the exception report described in the next paragraph    
below, the documents referred to in Section 2.01 above and all other assets     
included in the definition of "Trust Fund" and declares that it (or the         
Custodian) holds and will hold such documents and the other documents delivered 
to it constituting a Mortgage File, and that it (or the Custodian) holds or will
hold all such assets and such other assets included in the definition of "Trust 
Fund" in trust for the exclusive use and benefit of all present and future      
Certificateholders.                                                             

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

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

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

       The Depositor and the Trustee intend that the assignment and transfer
herein contemplated constitute a sale of the Mortgage Loans and the Related     
Documents, conveying good title thereto free and clear of any liens and         
encumbrances, from the Depositor to the Trustee and that such property not be   
part of the Depositor's estate or property of the Depositor in the event of any 
insolvency by the Depositor. In the event that such conveyance is deemed to be, 
or to be made as security for, a loan, the parties intend that the Depositor    
shall be deemed to have granted and does hereby grant to the Trustee, on behalf 
of the Trust, a first priority perfected security interest in all of the        
Depositor's right, title and interest in and to the Mortgage Loans and the      
Related Documents, and that this Agreement shall constitute a security agreement
under applicable law.                                                           

    The Trustee is hereby directed to execute, deliver and perform its
obligations under the Cap Contract on the Closing Date and thereafter on behalf 
of the Holders of the Class M-1, Class M-2, Class M-3 and Class M-4             
Certificates. The Seller, the Servicer, the Depositor and the Holders of the    
Class M-1, Class M-2, Class M-3 and Class M-4 Certificates by acceptance of     
their Certificates acknowledge and agree that the Trustee shall execute, deliver
and perform its obligations under the Cap Contract and shall do so solely in its
capacity as Trustee of the Trust Fund and not in its individual capacity.       

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    The Trustee is hereby directed to represent and warrant to the Cap
Contract Provider under the Cap Contract that the beneficial owner for United   
States federal income tax purposes of payments made under the Cap Contract is   
either:                                                                         

    (A) a "U.S. person" (as that term is used in section
             1.1441-4(a)(3)(ii) of United States Treasury Regulations (the
              "Regulations")) for United States federal income tax purposes,
or                                              

                (B) a "non-U.S. branch of a foreign person" as that term is used
           in section 1.1441-4(a)(3)(ii) of the Regulations for United
             States federal income tax purposes, and a "foreign person" as
              that term is used in section 1.6041-4(a)(4) of the Regulations
for United States federal income tax purposes.  

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

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

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(b) [Reserved].                                 

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

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

    For any month in which the Seller substitutes one or more Eligible
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the Servicer
will determine the amount (the "Substitution Adjustment Amount"), if any, by    
which the aggregate Purchase Price of all such Defective Mortgage Loans exceeds 
the aggregate, as to each such Eligible Substitute Mortgage Loan, of the        
principal balance thereof as of the date of substitution, together with one     
month's interest on such principal balance at the applicable Net Mortgage       
Interest Rate. On the date of such substitution, the Seller will deliver or     
cause to be delivered to the Servicer for deposit in the Collection Account an  
amount equal to the Substitution Adjustment Amount, if any, and the Trustee,    
upon receipt by it or the Custodian of the related Eligible Substitute Mortgage 
Loan or Loans and certification by the Servicer of such deposit, shall release  
to the Seller the related Mortgage File or Files and shall execute and deliver  
such instruments of transfer or assignment, in each case without recourse,      
representation or warranty, as the Seller shall deliver to it and as shall be   
necessary to vest therein any Defective Mortgage Loan released pursuant hereto. 

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

              (e) Upon discovery by the Seller, the Servicer or the Trustee that
any Mortgage Loan does not constitute a "qualified mortgage" within the meaning 
of Section 860G(a)(3) of the Code, the party discovering such fact shall within 
two Business Days give written notice thereof to the other parties. In          
connection therewith, the Seller shall repurchase or, subject to the limitations
set forth in Section 2.03(d), substitute one or more Eligible Substitute        
Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of  
discovery or receipt of such notice with respect to such affected Mortgage Loan.
In addition, upon discovery that a Mortgage Loan is defective in a manner that  
would cause it to be a "defective obligation" within the meaning of Treasury    
regulations relating to REMICs, the Seller shall cure the defect or make the    
required purchase or substitution no later than 90 days after the discovery of  
the defect. Any such repurchase or substitution shall be made in the same manner
as set forth in Section 2.03(a), if made by the Seller. The Trustee shall       
reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the  
same manner, and on the same terms and conditions, as it would a Mortgage Loan  
repurchased for breach of a representation or warranty.                         

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

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

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

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

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

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

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

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

         Section 2.05 Representations, Warranties and Covenants of the Servicer.

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

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

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

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

                  (iv) This Agreement, and all documents and instruments
contemplated hereby which are executed and delivered by the Servicer, constitute
and will constitute valid, legal and binding obligations of the Servicer,       
enforceable in accordance with their respective terms, except as the enforcement
thereof may be limited by applicable bankruptcy laws and general principles of  
equity;                                                                         

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

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

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

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

                     (ix) The Servicer has fully furnished, and shall continue
to fully furnish for so long as it is servicing the Mortgage Loans hereunder, in
accordance with the Fair Credit Reporting Act and its implementing regulations, 
accurate and complete information on the Mortgagor credit files to Equifax,     
Experian and Trans Union Credit Information Company on a monthly basis.         

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

Section 2.06 Representations and Warranties of the Depositor. 

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

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

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

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

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

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

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

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

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                   (viii) To the best of the Depositor's knowledge without
any independent investigation, no consent, approval, authorization, order,      
registration or qualification of or with any court or governmental agency or    
body of the United States or any other jurisdiction is required for the issuance
of the Certificates, or the consummation by the Depositor of the other          
transactions contemplated by this Agreement, except such consents, approvals,   
authorizations, registrations or qualifications as (a) may be required under    
State securities or Blue Sky laws, (b) have been previously obtained or (c) the 
failure of which to obtain would not have a material adverse effect on the      
performance by the Depositor of its obligations under, or the validity or       
enforceability of, this Agreement; and                                          

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

      Section 2.07 Issuance of Certificates and the Uncertificated Regular
Interests.                                                                      

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

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Section 2.08 Representations and Warranties of the Seller.    

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.09 Covenants of the Seller.                         

        (a) The Seller hereby covenants that except for the transfer
hereunder, the Seller will not sell, pledge, assign or transfer to any other    
Person, or grant, create, incur, assume or suffer to exist any lien on any      
Mortgage Loan, or any interest therein; the Seller will notify the Trustee, as  
assignee of the Depositor, of the existence of any lien on any Mortgage Loan    
immediately upon discovery thereof, and the Seller will defend the right, title 
and interest of the Trust, as assignee of the Depositor, in, to and under the   
Mortgage Loans, against all claims of third parties claiming through or under   
the Seller; provided, however, that nothing in this Section 2.09 shall prevent  
or be deemed to prohibit the Seller from suffering to exist upon any of the     
Mortgage Loans any liens for municipal or other local taxes and other           
governmental charges if such taxes or governmental charges shall not at the time
be due and payable or if the Seller shall currently be contesting the validity  
thereof in good faith by appropriate proceedings and shall have set aside on its
books adequate reserves with respect thereto.                                   

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

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ARTICLE III 

ADMINISTRATION AND SERVICING
 OF THE TRUST FUND

Section 3.01 Servicer to Act as Servicer.                     

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

      Consistent with the terms of this Agreement, the Servicer may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of  
strict compliance with any such term or in any manner grant indulgence to any   
Mortgagor if in the Servicer's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the       
Certificateholders; provided, however, that the Servicer shall not make future  
advances and (unless the Mortgagor is in default with respect to the Mortgage   
Loan or such default is, in the judgment of the Servicer, reasonably            
foreseeable) the Servicer shall not permit any modification with respect to any 
Mortgage Loan that would (i) change the Mortgage Interest Rate, defer or forgive
the payment thereof of any principal or interest payments, reduce the           
outstanding principal amount (except for actual payments of principal) or extend
the final maturity date with respect to such Mortgage Loan, (ii) in the case of 
FHA Loans, affect the FHA Insurance Contract with respect to such Mortgage Loan 
and in the case of the VA Loans, affect the VA Guaranty with respect to such    
Mortgage Loan, (iii) affect adversely the status of any REMIC constituting part 
of the Trust Fund as a REMIC or (iv) cause any REMIC to be subject to a tax on  
"prohibited transactions" or "contributions" pursuant to the REMIC Provisions.  
Notwithstanding the foregoing, the Servicer shall not permit any modification   
with respect to any Mortgage Loan that would both (x) effect an exchange or     
reissuance of such Mortgage Loan under Section 1.860G-2(b) of the Treasury      
Regulations and (y) cause any REMIC constituting part of the Trust Fund to fail 
to qualify as a REMIC under the Code or the imposition of any tax on "prohibited
transactions" or "contributions" after the Startup Day under the REMIC          
Provisions. Without limiting the generality of the foregoing, the Servicer shall
continue, and is hereby authorized and empowered to execute and deliver on      
behalf of itself, and the Trustee, all instruments of satisfaction or           
cancellation, or of partial or full release, discharge and all other comparable 
instruments, with respect to the Mortgage Loans and with respect to the         
Mortgaged Property. The Servicer shall make all required Servicing Advances and 
shall service and administer the Mortgage Loans in accordance with Applicable   
Regulations, and shall provide to the Mortgagors any reports required to be     
provided to them thereby. If reasonably required by the Servicer, the Trustee   
shall furnish the Servicer a power of attorney (substantially in the form       
annexed hereto as Exhibit Q) and other documents necessary or appropriate to    
enable the Servicer to carry out its servicing and administrative duties under  
this Agreement.                                                                 

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

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

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

    Notwithstanding anything in this Agreement to the contrary, in the
event of a Principal Prepayment in full, the Servicer may not waive any         
prepayment penalty or portion thereof required by the terms of the related      
Mortgage Note unless (i) the related Mortgage Loan is in default or foreseeable 
default and such waiver (a) is standard and customary in servicing mortgage     
loans similar to the Mortgage Loans and (b) would, in the reasonable judgment of
the Servicer, maximize recovery of total proceeds taking into account the value 
of such prepayment penalty and the related Mortgage Loan, (ii) (A) the          
enforceability thereof is limited (1) by bankruptcy, insolvency, moratorium,    
receivership, or other similar law relating to creditors' rights generally or   
(2) due to acceleration in connection with a foreclosure or other involuntary   
payment, or (B) the enforceability is otherwise limited or prohibited by        
applicable law or (iii) if the Servicer has not been provided with information  
sufficient to enable it to collect the prepayment penalty. For the avoidance of 
doubt, the Servicer may waive a prepayment penalty in connection with a short   
sale or short payoff on a defaulted Mortgage Loan. If the Servicer has waived   
all or a portion of a prepayment penalty relating to a Principal Prepayment,    
other than as provided above, the Servicer shall deliver to the Trustee as soon 
as possible after the date of payoff, but in no event later than five business  
days from such date, for deposit into the Distribution Account the amount of    
such prepayment penalty (or such portion thereof as had been waived) for        
distribution in accordance with the terms of this Agreement.                    

         Based solely on information provided to it by the Servicer, the Trustee
shall prepare and deliver to the Depositor and the owners of the Class N and    
Class X Certificates, on a monthly basis, a statement setting forth the amounts 
received with respect to prepayment penalties.                                  

Section 3.02 Collection of Mortgage Loan Payments.            

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

Section 3.03 Realization Upon Defaulted Mortgage Loans.       

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

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

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

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

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

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

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

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Section 3.04 Collection Account and Distribution Account.     

             (a) The Servicer shall segregate and hold all funds collected and
received pursuant to each Mortgage Loan separate and apart from any of its own  
funds and general assets and shall establish and maintain one or more Collection
Accounts. Each Collection Account shall be an Eligible Account.                 

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

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

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

(iii) all proceeds from a Cash Liquidation;   

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

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

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

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

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

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

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

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

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

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

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

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

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

 Section 3.05 Permitted Withdrawals From the Collection Account.

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

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

                   (ii) to reimburse itself for (a) Advances and Servicing
Advances to the extent of amounts received on the related Mortgage Loan which   
represent payments of (x) principal and/or interest respecting which any such   
Advance was made or (y) Condemnation Proceeds, Insurance Proceeds or Liquidation
Proceeds respecting which any such Servicing Advance was made; or (b) any       
unreimbursed Advances to the extent of funds held in the Collection Account for 
future distributions that were not included in Available Funds for the preceding
Distribution Date (provided, however, any funds so applied will be replaced by  
the Servicer by deposit in the Collection Account no later than one Business Day
prior to the Distribution Date on which such funds are required to be           
distributed) and to reimburse itself for Advances and Servicing Advances made in
connection with the modification of a Mortgage Loan where (x) such advance is   
added to the unpaid principal balance or (y) a portion of the unpaid principal  
balance of the Mortgage Loan is forgiven;                                       

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

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

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

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

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

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

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

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

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

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Section 3.07 Permitted Withdrawals From Escrow Account.       

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

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

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

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

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

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

Section 3.09 Transfer of Accounts.                            

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

Section 3.10 Maintenance of Hazard Insurance.                 

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

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   Section 3.11 Maintenance of Mortgage Impairment Insurance Policy.

    In the event that the Servicer shall obtain and maintain a blanket
policy issued by an insurer that has a general policy rating of B:VI or better  
in Best's Key Rating Guide insuring against hazard losses on all of the Mortgage
Loans, then, to the extent such policy provides coverage in an amount equal to  
the amount required pursuant to Section 3.10 and otherwise complies with all    
other requirements of Section 3.10, it shall conclusively be deemed to have     
satisfied its obligations as set forth in Section 3.10, it being understood and 
agreed that such policy may contain a deductible clause, in which case the      
Servicer shall, in the event that there shall not have been maintained on the   
related Mortgaged Property or REO Property a policy complying with Section 3.10,
and there shall have been a loss which would have been covered by such policy,  
deliver to the Trustee for deposit in the Distribution Account the amount not   
otherwise payable under the blanket policy because of such deductible clause,   
which amount shall not be reimbursable to the Servicer from the Trust Fund. In  
connection with its activities as servicer of the Mortgage Loans, the Servicer  
agrees to prepare and present, on behalf of the Trustee, claims under any such  
blanket policy in a timely fashion in accordance with the terms of such policy. 
Upon request of the Trustee, the Servicer shall cause to be delivered to the    
Trustee a certified true copy of such policy and a statement from the insurer   
thereunder that such policy shall in no event be terminated or materially       
modified without thirty days prior written notice to the Trustee.               

Section 3.12 Fidelity Bond, Errors and Omissions Insurance.   

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

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    Section 3.13 Title, Management and Disposition of REO Property and
Certain Delinquent Mortgage Loans.                                              

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

             (b) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a    
Mortgage Loan, the Servicer shall dispose of such REO Property before the end of
the third calendar year beginning after the year of its acquisition by the Trust
Fund for purposes of Section 860G(a)(8) of the Code or if the Trust Fund has    
received (at the expense of the Trust Fund) from the Internal Revenue Service an
extension of the period during which it may hold such REO Property without such 
REO Property failing to be treated as "foreclosure property" (within the meaning
of Section 860G(a)(8) of the Code), before the end of such extension, unless the
Servicer obtains an Opinion of Counsel, addressed to the Servicer and the       
Trustee, to the effect that the holding by the Trust Fund of such REO Property  
subsequent to such period will not: (i) result in the imposition of any tax on  
"prohibited transactions" as defined in Section 860F of the Code; or (ii) cause 
any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC at  
any time that any Certificates are outstanding, in which case the Trust Fund may
continue to hold such REO Property (subject to any conditions contained in such 
Opinion of Counsel). The Servicer shall be entitled to be reimbursed from the   
Collection Account for any costs incurred in obtaining such Opinion of Counsel, 
as provided in Section 3.05.                                                    

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

   The Servicer shall manage, conserve, protect and operate each REO
Property for the Certificateholders and the Trust Fund solely for the purpose of
its prompt disposition and sale in a manner which does not cause such REO       
Property to fail to qualify as "foreclosure property" within the meaning of     
Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of 
any "income from non-permitted assets" within the meaning of Section            
860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which  
is subject to taxation under the REMIC Provisions. The Servicer shall cause each
REO Property to be inspected promptly upon the acquisition of title thereto and 
shall cause each REO Property to be inspected at least annually thereafter. The 
Servicer shall make or cause to be made a written report of each such           
inspection. Such reports shall be retained in the Mortgage Servicing File and   
copies thereof shall be forwarded by the Servicer to the Trustee upon request.  
The Servicer shall attempt to sell the same (and may temporarily rent the same) 
on such terms and conditions as the Servicer deems to be in the best interest of
the Certificateholders and the Trust Fund.                                      

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

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

        The Servicer shall furnish to the Trustee, on each Servicer Remittance
Date, an operating statement for each REO Property covering the operation of    
each REO Property for the previous month. Such operating statement shall be     
accompanied by such other information as the Trustee shall reasonably request.  

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

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

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

             (c) The Servicer may write-off any Second Lien Mortgage Loan that
has been Delinquent for a period of 180 days or more if the Servicer determines 
that any amount that could be recovered on such Mortgage Loan would be less than
the cost required to achieve such recovery.                                     

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

      When a Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance
or prospective conveyance, exercise its rights to accelerate the maturity of the
related Mortgage Loan under any "due-on-sale" clause contained in the related   
Mortgage or Mortgage Note; provided, however, that the Servicer shall not       
exercise any such right if the "due-on-sale" clause, in the reasonable belief of
the Servicer, is not enforceable under applicable law. An Opinion of Counsel at 
the expense of the Servicer (which expense shall constitute a Servicing Advance)
delivered to the Trustee and the Depositor to the foregoing effect shall        
conclusively establish the reasonableness of such belief. In such event, the    
Servicer shall make reasonable efforts to enter into an assumption and          
modification agreement with the Person to whom such property has been or is     
about to be conveyed, pursuant to which such Person becomes liable under the    
Mortgage Note and, unless prohibited by applicable law or the Mortgage, the     
Mortgagor remains liable thereon. If the foregoing is not permitted under       
applicable law, the Servicer is authorized to enter into a substitution of      
liability agreement with such Person, pursuant to which the original Mortgagor  
is released from liability and such Person is substituted as Mortgagor and      
becomes liable under the Note. In addition to the foregoing, the Servicer shall 
not be required to enforce any "due-on-sale" clause if, in the reasonable       
judgment of the Servicer, entering into an assumption and modification agreement
with a person to whom such Mortgaged Property shall be conveyed and releasing   
the original Mortgagor from liability would be in the best interests of the     
Certificateholders. The Mortgage Loan, as assumed, shall conform in all respects
to the requirements, representations and warranties of this Agreement. The      
Servicer shall notify the Trustee that any such assumption or substitution      
agreement has been completed by forwarding to the Trustee (or the Custodian, as 
the case may be) the original copy of such assumption or substitution agreement 
(indicating the Mortgage File to which it relates) which copy shall be added by 
the Trustee (or the Custodian, as the case may be) to the related Mortgage File 
and which shall, for all purposes, be considered a part of such Mortgage File to
the same extent as all other documents and instruments constituting a part      
thereof. The Servicer shall be responsible for recording any such assumption or 
substitution agreements. In connection with any such assumption or substitution 
agreement, the Monthly Payment on the related Mortgage Loan shall not be changed
but shall remain as in effect immediately prior to the assumption or            
substitution, the stated maturity or outstanding principal amount of such       
Mortgage Loan shall not be changed nor shall any required monthly payments of   
principal or interest be deferred or forgiven. Any fee collected by the Servicer
for consenting to any such conveyance or entering into an assumption or         
substitution agreement shall be retained by or paid to the Servicer as          
additional servicing compensation.                                              

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

Section 3.15 Notification of Adjustments.                     

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

Section 3.16 Optional Purchases of Mortgage Loans by Servicer.

    The Servicer (or an affiliate of the Servicer) may, at its option,
repurchase a Mortgage Loan or REO Property which becomes 120 or more days       
Delinquent or for which the Servicer has accepted a deed in lieu of foreclosure,
during the period commencing on the first day of the calendar quarter succeeding
the calendar quarter in which the Initial Delinquency Date occurred with respect
to such Mortgage Loan and ending on the last Business Day of such calendar      
quarter. If the Servicer (or an affiliate of the Servicer) does not exercise its
purchase right with respect to a Mortgage Loan during the period specified in   
the preceding sentence, such Mortgage Loan shall thereafter again become        
eligible for purchase pursuant to the preceding sentence only after the Mortgage
Loan ceases to be 120 days or more Delinquent and thereafter becomes 120 days   
Delinquent again. The "Initial Delinquency Date" of a Mortgage Loan shall mean  
the date on which the Mortgage Loan first became 120 days Delinquent. Prior to  
repurchase pursuant to this Section 3.16, the Servicer shall be required to     
continue to make monthly advances pursuant to Section 4.07. The Servicer shall  
not use any procedure in selecting Mortgage Loans to be repurchased which is    
materially adverse to the interests of the Certificateholders. The Servicer     
shall purchase such (i) delinquent Mortgage Loan at a price equal to the        
Principal Balance of the Mortgage Loan plus accrued interest thereon at the     
Mortgage Interest Rate from the date to which interest has last been paid to the
Trust Fund to the date of purchase plus any unreimbursed Servicing Advances and 
Advances or (ii) REO Property at its fair market value as determined in good    
faith by the Servicer. Any such repurchase of a Mortgage Loan or REO Property   
pursuant to this Section 3.16(a) shall be accomplished by delivery to the       
Trustee for deposit in the Distribution Account of the amount of the purchase   
price. The Trustee shall immediately effectuate the conveyance of such          
delinquent Mortgage Loan or REO Property to the Servicer to the extent          
necessary, including the prompt delivery of all necessary documentation provided
by it to the Servicer.                                                          

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Section 3.17 Trustee to Cooperate; Release of Files.          

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

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

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

Section 3.18 Servicing Compensation.                          

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

Section 3.19 Annual Statement as to Compliance.               

             (a) The Servicer, at its own expense, will deliver to the Trustee
and the Depositor, not later than March 15 of each year, commencing in 2006, a  
Servicing Officer's certificate stating, as to each signer thereof, that (i) a  
review of the activities of the Servicer during such preceding fiscal year (or  
such shorter period in the case of the first such report) and of performance    
under this Agreement has been made under such officers' supervision, and (ii) to
the best of such officers' knowledge, based on such review, the Servicer has    
fulfilled all its obligations under this Agreement for such year, or, if there  
has been a default in the fulfillment of all such obligations, specifying each  
such default known to such officers and the nature and status thereof including 
the steps being taken by the Servicer to remedy such default.                   

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

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        Section 3.20 Annual Independent Certified Public Accountants' Reports.

             (a) Not later than March 15 of each year, commencing in 2006, the
Servicer, at its expense, shall cause a nationally recognized firm of           
independent certified public accountants to furnish to the Trustee and the      
Depositor a report stating that (i) it has obtained a letter of representation  
regarding certain matters from the management of the Servicer which includes an 
assertion that the Servicer has complied with certain minimum residential       
mortgage loan servicing standards, identified in either the Uniform Single      
Attestation Program for Mortgage Bankers established by the Mortgage Bankers    
Association of America or the Audit Program for Mortgages serviced by Freddie   
Mac, with respect to the servicing of residential mortgage loans during the most
recently completed fiscal year and (ii) on the basis of an examination conducted
by such firm in accordance with standards established by the American Institute 
of Certified Public Accountants, such representation is fairly stated in all    
material respects, subject to such exceptions and other qualifications that may 
be appropriate. Immediately upon receipt of such report, the Servicer shall     
furnish a copy of such report to the Trustee, the Depositor and each Rating     
Agency. Copies of such statement shall be provided by the Trustee to any        
Certificateholder upon request at the Servicer's expense, provided that such    
statement is delivered by the Servicer to the Trustee.                          

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

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

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

Section 3.22 Reserved.                                        

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

        Not later than the close of business on each Servicer Remittance Date,
the Servicer shall deliver to the Trustee for deposit in the Distribution       
Account an amount ("Compensating Interest") equal to the lesser of (A) the      
aggregate of the Prepayment Interest Shortfalls on the Mortgage Loans for the   
related Distribution Date resulting from Principal Prepayments on the Mortgage  
Loans during the related Prepayment Period and (B) 50% of its aggregate         
Servicing Fee received in the related Collection Period. The Servicer shall     
apply Compensating Interest to offset any Prepayment Interest Shortfalls on the 
Mortgage Loans. The Servicer shall not have the right to reimbursement for any  
amounts remitted to the Trustee in respect of Compensating Interest. Such       
amounts so remitted shall be included in the Available Funds and distributed    
therewith on the next Distribution Date. The Servicer shall not be obligated to 
pay Compensating Interest with respect to Prepayment Interest Shortfalls on     
Relief Act Interest Shortfalls.                                                 

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

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

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

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

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

           (y)  demand payment of all amounts due thereunder promptly upon
                determination by a Responsible Officer of the Trustee that
                such Permitted Investment would not constitute a Permitted
                 Investment in respect of funds thereafter on deposit in the
Collection Account.                       

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

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

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

Section 3.26 Liability of Servicer; Indemnification.          

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

              (b) None of the Depositor, the Seller, the Servicer, or any of the
directors, officers, employees or agents of the Depositor, the Seller or the    
Servicer shall be under any liability to the Trust Fund or the                  
Certificateholders for any action taken, or for refraining from the taking of   
any action, in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the     
Seller or the Servicer or any such Person against any breach of warranties or   
representations made herein, or against any specific liability imposed on the   
Servicer for a breach of the Servicing Standard, or against any liability which 
would otherwise be imposed by reason of its respective willful misfeasance, bad 
faith, fraud or negligence in the performance of its duties or by reasons of    
negligent disregard of its respective obligations or duties hereunder.          

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

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  Section 3.27 Reports of Foreclosure and Abandonment of Mortgaged
Properties.                                                                     

       On or before the last day of February of each year beginning in 2006,
the Servicer shall file the reports of foreclosure and abandonment of any       
Mortgaged Property required by Section 6050J of the Code with the Internal      
Revenue Service and provide an Officer's Certificate certifying its compliance  
with this Section 3.27 to the Trustee. The reports from the Servicer shall be in
form and substance sufficient to meet the reporting requirements imposed by such
Section 6050J.                                                                  

Section 3.28 Protection of Assets.                            

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

(1) borrow money or issue debt;     

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

     (3) engage in any business or activities.

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

Section 3.29 Periodic Filings.                                

            (a) The Trustee and the Servicer shall reasonably cooperate with
the Depositor in connection with the Trust's satisfying the reporting           
requirements under the Exchange Act. Without limiting the generality of the     
foregoing, the Trustee shall prepare on behalf of the Trust any monthly Current 
Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual Reports on Form 10-K
customary for similar securities as required by the Exchange Act and the rules  
and regulations of the Securities and Exchange Commission thereunder, and the   
Trustee shall sign (other than any Annual Reports on Form 10-K) and file (via   
the Securities and Exchange Commission's Electronic Data Gathering and Retrieval
System) such forms on behalf of the Trust. The Servicer shall sign any Annual   
Reports on Form 10-K.                                                           

             (b) Each Monthly Form 8-K shall be filed by the Trustee within 15
days after each Distribution Date (commencing on the Distribution Date occurring
in March 2006 and ending with the Distribution Date following the filing of the 
Form 15 Suspension Notification as set forth in Section 3.29(h) hereof),        
including a copy of the statement set forth in Section 4.06(a) hereof for such  
Distribution Date as an exhibit thereto. Prior to March 30th of each year (or   
such earlier date as may be required by the Exchange Act and the rules and      
regulations of the Securities and Exchange Commission), the Trustee shall file a
Form 10-K, in substance as required by applicable law or applicable Securities  
and Exchange Commission staff's interpretations. Such Form 10-K shall include as
exhibits the Servicer's annual statement of compliance described under Section  
3.19 and the accountant's report described under Section 3.20, in each case to  
the extent they have been timely delivered to the Trustee. If they are not so   
timely delivered, the Trustee shall file an amended Form 10-K at the expense of 
the Seller including such documents as exhibits reasonably promptly after they  
are delivered to the Trustee. The Form 10-K shall also include a certification  
in the form attached hereto as Exhibit N (the "Certification"), which shall be  
signed by the senior officer of the Servicer in charge of servicing.            

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            (c) The Trustee shall sign a certification (in the form attached
hereto as Exhibit O) for the benefit of the Servicer and its officers, directors
and Affiliates (provided, however, that the Trustee shall not undertake an      
analysis of the accountant's report attached as an exhibit to the Form 10-K). No
later than the 20th day prior to the latest date on which the Form 10-K is      
permitted to be filed, without regard to extension (or if such day is not a     
Business Day, the immediately preceding Business Day), the Trustee shall deliver
to the Servicer (i) such certification and (ii) a completed Form 10-K to be     
executed by the Servicer. No later than the 10th day prior to the latest date on
which the Form 10-K is permitted to be filed, without regard to extension (or if
such day is not a Business Day, the immediately preceding Business Day), the    
Servicer shall deliver the signed Form 10-K and the signed Certification to be  
filed to the Trustee. In addition, the Trustee shall indemnify and hold harmless
the Servicer and its officers, directors and Affiliates from and against any    
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal  
fees and related costs, judgments and other costs and expenses arising out of   
the Trustee's failure to deliver the certification (in the form attached hereto 
as Exhibit O) pursuant to this Section 3.29(c) or any inaccuracy in such        
certification, other than any losses, damages, penalties, fines, forfeitures,   
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of the Servicer's breach of its obligations under this 
Agreement. If the indemnification provided for herein is unavailable or         
insufficient to hold harmless the Servicer and its officers, directors and      
Affiliates, then the Trustee shall contribute to the amount paid or payable by  
the Servicer, its officers, directors or Affiliates as a result of the losses,  
claims, damages or liabilities of the Servicer, its officers, directors or      
Affiliates in such proportion as is appropriate to reflect the relative fault of
the Servicer and its officers, directors and Affiliates on the one hand and the 
Trustee on the other.                                                           

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

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

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              (f) In filing any Monthly Form 8-K or Form 10-K, the Trustee shall
not undertake any analysis of, and shall have no responsibility for, any        
financial information, accountant's report, certification or other matter       
contained therein, except for computations performed by the Trustee and         
reflected in the statement set forth in Section 4.06(a) hereof.                 

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

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

Section 3.30 Advance Facility.                                

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

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

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

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(d) [Reserved.]                                     

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

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

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

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                Any amendment to this Section 3.30 or to any other provision
of this Agreement that may be necessary or appropriate to effect the terms of an
Advance Facility as described generally in this Section 3.30, including         
amendments to add provisions relating to a successor Servicer, may be entered   
into by the Trustee, the Depositor, the Seller and the Servicer without the     
consent of any Certificateholder, provided such amendment complies with Section 
11.01 hereof. All reasonable costs and expenses (including attorneys' fees) of  
each party hereto of any such amendment shall be borne solely by the Servicer.  
The parties hereto hereby acknowledge and agree that (a) the Advances and/or    
Servicing Advances financed by and/or pledged to an Advance Financing Person    
under any Advance Facility are obligations owed to the Servicer payable only    
from the cash flows and proceeds received under this Agreement for reimbursement
of Advances and/or Servicing Advances only to the extent provided herein, and   
the Trustee and the Trust are not, as a result of the existence of any Advance  
Facility, obligated or liable to pay any Advances and/or Servicing Advances     
financed by the Advance Financing Person; (b) the Servicer will be responsible  
for remitting to the Advance Financing Person the applicable amounts collected  
by it as reimbursement for Advances and/or Servicing Advances funded by the     
Advance Financing Person, subject to the provisions of this Agreement; and (c)  
the Trustee shall not have any responsibility to track or monitor the           
administration of the financing arrangement between the Servicer and any Advance
Financing Person.                                                               

ARTICLE IV

 FLOW OF FUNDS

Section 4.01 Interest Distributions.                          

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

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

(ii) concurrently, as follows:      

                            (A) from the Group I Interest Remittance Amount,
to the Class AV-1, Class AV-2 and Class AV-3 Certificates, pro rata, the        
applicable Accrued Certificate Interest for such Distribution Date; and         

                            (B) from the Group II Interest Remittance Amount
to the Class AF-1A, Class AF-1B, Class AF-1C, Class AF-2, Class AF-3 and Class  
AF-4 Certificates, pro rata, the applicable Accrued Certificate Interest for    
such Distribution Date;                                                         

(iii) concurrently, as follows:     

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                            (A) from the Group I Interest Remittance Amount,
pro rata, all applicable Interest Carry Forward Amounts for such Distribution   
Date to the Class AV-1, Class AV-2 and Class AV-3 Certificates; and             

                             (B) from the Group II Interest Remittance Amount,
pro rata, all applicable Interest Carry Forward Amounts for such Distribution   
Date to the Class AF-1A, Class AF-1B, Class AF-1C, Class AF-2, Class AF-3 and   
the Class AF-4 Certificates;                                                    

(iv) concurrently, as follows:      

                            (A) from the Group I Interest Remittance Amount,
pro rata, to the Class AF-1A, Class AF-1B, Class AF-1C, Class AF-2, Class AF-3  
and Class AF-4 Certificates, any unpaid Accrued Certificate Interest and        
Interest Carry Forward Amount for each such Class for such Distribution Date;   
and                                                                             

                             (B) from the Group II Interest Remittance Amount,
to the Class AV-1, Class AV-2 and Class AV-3 Certificates, pro rata, any unpaid 
Accrued Certificate Interest and Interest Carry Forward Amount for such Class   
for such Distribution Date;                                                     

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

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

            (vii) to the Class M-3 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;                        

             (viii) to the Class M-4 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;                        

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

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

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

            (xii) to the Class B-4 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;                        

             (xiii) to the Class B-5 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date;                        

            (xiv) to the Class B-6 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date; and                    

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

     Section 4.02 Distributions of Principal and Monthly Excess Cashflow
Amounts.                                                                        

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

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

         (A) concurrently, as follows:

                                  (1) the Group I Principal Distribution Amount,
sequentially, to the Class AV-1 Certificates, until the Certificate Principal   
Balance thereof has been reduced to zero, to the Class AV-2 Certificates until  
the Certificate Principal Balance thereof has been reduced to zero, and to the  
Class AV-3 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; and                                                            

                           (2) the Group II Principal Distribution
Amount, concurrently, pro rata, as follows: (a) to the Class AF-4 Certificates, 
the Class AF-4 Lockout Distribution Amount; and (b) sequentially, first to the  
Class AF-1A, Class AF-1B and Class AF-1C Certificates on a pro rata basis until 
the respective Certificate Principal Balance of each such class has been reduced
to zero, second to the Class AF-2 Certificates until the Certificate Principal  
Balance thereof has been reduced to zero, third to the Class AF-3 Certificates  
until the Certificate Principal Balance thereof has been reduced to zero and    
fourth to the Class AF-4 Certificates until the Certificate Principal Balance   
thereof has been reduced to zero, in that order;                                

         (B) concurrently, as follows:

                                 (1) the Group I Principal Distribution Amount
remaining after distributions pursuant to priority (A)(1) above, pro rata, as   
follows: (a) to the Class AF-4 Certificates, the Class AF-4 Lockout Distribution
Amount and (b) sequentially, first, to the Class AF-1A, Class AF-1B and Class   
AF-1C Certificates on a pro rata basis, until the respective Certificate        
Principal Balance of each such class has been reduced to zero, second, to the   
Class AF-2 Certificates, until the Certificate Principal Balance thereof has    
been reduced to zero, third, to the Class AF-3 Certificates, until the          
Certificate Principal Balance thereof has been reduced to zero, and fourth, to  
the Class AF-4 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero, in that order; and                                        

                                  (2) the Group II Principal Distribution Amount
remaining after distributions pursuant to priority (A)(2) above, sequentially to
the Class AV-1 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero, to the Class AV-2 Certificates until the Certificate      
Principal Balance thereof has been reduced to zero, and to the Class AV-3       
Certificates until the Certificate Principal Balance thereof has been reduced to
zero;                                                                           

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                             (C) to the Holders of the Class M-1 Certificates,
100% of the remaining Principal Distribution Amount for such Distribution Date, 
until the Certificate Principal Balance of the Class M-1 Certificates has been  
reduced to zero; (D) to the Holders of the Class M-2 Certificates, 100% of the  
remaining Principal Distribution Amount, until the Certificate Principal Balance
of the Class M-2 Certificates has been reduced to zero;                         

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

                             (F) to the Holders of the Class M-4 Certificates,
100% of the remaining Principal Distribution Amount, until the Certificate      
Principal Balance of the Class M-4 Certificates has been reduced to zero;       

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

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

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

                             (J) to the Holders of the Class B-4 Certificates,
100% of the remaining Principal Distribution Amount, until the Certificate      
Principal Balance of the Class B-4 Certificates has been reduced to zero;       

                         (K) eleventh, to the Holders of the Class B-5
Certificates, 100% of the remaining Principal Distribution Amount, until the    
Certificate Principal Balance of the Class B-5 Certificates has been reduced to 
zero;                                                                           

                        (L) twelfth, to the Holders of the Class B-6
Certificates, 100% of the remaining Principal Distribution Amount, until the    
Certificate Principal Balance of the Class B-6 Certificates has been reduced to 
zero; and                                                                       

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

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

        (A) concurrently as follows:

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                                 (1) the Group I Principal Distribution Amount
sequentially to the Class AV-1 Certificates, until the Certificate Principal    
Balance thereof has been reduced to zero, to the Class AV-2 Certificates until  
the Certificate Principal Balance thereof has been reduced to zero, and to the  
Class AV-3 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; and                                                            

                           (2) the Group II Principal Distribution
Amount, concurrently, pro rata, as follows (a) to the Class AF-4 Certificates,  
the Class AF-4 Lockout Distribution Amount and (b) sequentially, first, to the  
Class AF-1A, Class AF-1B and Class AF-1C Certificates, on a pro rata basis,     
until the Certificate Principal Balance of each such class has been reduced to  
zero, second, to the Class AF-2 Certificates, until the Certificate Principal   
Balance thereof has been reduced to zero, third, to the Class AF-3 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero, and   
fourth, to the Class AF-4 Certificates, until the Certificate Principal Balance 
thereof has been reduced to zero, in that order;                                

         (B) concurrently, as follows:

                                 (1) the Group I Principal Distribution Amount
remaining after distributions pursuant to priority (A)(1) above, pro rata, as   
follows: (a) to the Class AF-4 Certificates, the Class AF-4 Lockout Distribution
Amount and (b) sequentially, first to the Class AF-1A, Class AF-1B and Class    
AF-1C Certificates, on a pro rata basis, until the Certificate Principal Balance
of each such class has been reduced to zero, second to the Class AF-2           
Certificates, until the Certificate Principal Balance thereof has been reduced  
to zero, third to the Class AF-3 Certificates, until the Certificate Principal  
Balance thereof has been reduced to zero, and fourth to the Class AF-4          
Certificates, until the Certificate Principal Balance thereof has been reduced  
to zero, in that order; and                                                     

                                  (2) the Group II Principal Distribution Amount
remaining after distributions pursuant to priority (A)(2) above, sequentially to
the Class AV-1 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero, to the Class AV-2 Certificates until the Certificate      
Principal Balance thereof has been reduced to zero, and to the Class AV-3       
Certificates until the Certificate Principal Balance thereof has been reduced to
zero;                                                                           

                       (C) the lesser of (x) the excess of (i) the
Principal Distribution Amount over (ii) the sum of the amount distributed to the
Class A Certificates in clauses (A) and (B) above and (y) the Class M-1         
Principal Distribution Amount will be distributed to the Class M-1 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero;       

                       (D) the lesser of (x) the excess of (i) the
Principal Distribution Amount over (ii) the sum of the amount distributed to the
Class A Certificates in clauses (A) and (B) above and the amount distributed to 
the Class M-1 Certificates in clause (C) above and (y) the Class M-2 Principal  
Distribution Amount will be distributed to the Class M-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;                 

                       (E) the lesser of (x) the excess of (i) the
Principal Distribution Amount over (ii) the sum of the amount distributed to the
Class A Certificates in clauses (A) and (B) above, the amount distributed to the
Class M-1 Certificates in clause (C) above and the amount distributed to the    
Class M-2 Certificates in clause (D) above and (y) the Class M-3 Principal      
Distribution Amount will be distributed to the Class M-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;                 

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                       (F) the lesser of (x) the excess of (i) the
Principal Distribution Amount over (ii) the sum of the amount distributed to the
Class A Certificates pursuant to clauses (A) and (B) above, the amount          
distributed to the Class M-1 Certificates pursuant to clause (C) above, the     
amount distributed to the Class M-2 Certificates pursuant to clause (D) above   
and the amount distributed to the Class M-3 Certificates pursuant to clause (E) 
above and (y) the Class M-4 Principal Distribution Amount will be distributed to
the Class M-4 Certificates, until the Certificate Principal Balance thereof has 
been reduced to zero;                                                           

                       (G) the lesser of (x) the excess of (i) the
Principal Distribution Amount over (ii) the sum of the amount distributed to the
Class A Certificates pursuant to clauses (A) and (B) above, the amount          
distributed to the Class M-1 Certificates pursuant to clause (C) above, the     
amount distributed to the Class M-2 Certificates pursuant to clause (D) above,  
the amount distributed to the Class M-3 Certificates pursuant to clause (E)     
above and the amount distributed to the Class M-4 Certificates pursuant to      
clause (F) above and (y) the Class B-1 Principal Distribution Amount will be    
distributed to the Class B-1 Certificates, until the Certificate Principal      
Balance thereof has been reduced to zero;                                       

                       (H) the lesser of (x) the excess of (i) the
Principal Distribution Amount over (ii) the sum of the amount distributed to the
Class A Certificates pursuant to clauses (A) and (B) above, the amount          
distributed to the Class M-1 Certificates pursuant to clause (C) above, the     
amount distributed to the Class M-2 Certificates pursuant to clause (D) above,  
the amount distributed to the Class M-3 Certificates pursuant to clause (E)     
above, the amount distributed to the Class M-4 Certificates pursuant to clause  
(F) above and the amount distributed to the Class B-1 Certificates pursuant to  
clause (G) above and (y) the Class B-2 Principal Distribution Amount will be    
distributed to the Class B-2 Certificates, until the Certificate Principal      
Balance thereof has been reduced to zero;                                       

                       (I) the lesser of (x) the excess of (i) the
Principal Distribution Amount over (ii) the sum of the amount distributed to the
Class A Certificates pursuant to clauses (A) and (B) above, the amount          
distributed to the Class M-1 Certificates pursuant to clause (C) above, the     
amount distributed to the Class M-2 Certificates pursuant to clause (D) above,  
the amount distributed to the Class M-3 Certificates pursuant to clause (E)     
above, the amount distributed to the Class M-4 Certificates pursuant to clause  
(F) above, the amount distributed to the Class B-1 Certificates pursuant to     
clause (G) above and the amount distributed to the Class B-2 Certificates       
pursuant to clause (H) above and (y) the Class B-3 Principal Distribution Amount
will be distributed to the Class B-3 Certificates, until the Certificate        
Principal Balance thereof has been reduced to zero;                             

                       (J) the lesser of (x) the excess of (i) the
Principal Distribution Amount over (ii) the sum of the amount distributed to the
Class A Certificates pursuant to clauses (A) and (B) above, the amount          
distributed to the Class M-1 Certificates pursuant to clause (C) above, the     
amount distributed to the Class M-2 Certificates pursuant to clause (D) above,  
the amount distributed to the Class M-3 Certificates pursuant to clause (E)     
above, the amount distributed to the Class M-4 Certificates pursuant to clause  
(F) above, the amount distributed to the Class B-1 Certificates pursuant to     
clause (G) above, the amount distributed to the Class B-2 Certificates pursuant 
to clause (H) above and the amount distributed to the Class B-3 Certificates    
pursuant to clause (I) above and (y) the Class B-4 Principal Distribution Amount
will be distributed to the Class B-4 Certificates, until the Certificate        
Principal Balance thereof has been reduced to zero;                             

                       (K) the lesser of (x) the excess of (i) the
Principal Distribution Amount over (ii) the sum of the amount distributed to the
Class A Certificates pursuant to clauses (A) and (B) above, the amount          
distributed to the Class M-1 Certificates pursuant to clause (C) above, the     
amount distributed to the Class M-2 Certificates pursuant to clause (D) above,  
the amount distributed to the Class M-3 Certificates pursuant to clause (E)     
above, the amount distributed to the Class M-4 Certificates pursuant to clause  
(F) above, the amount distributed to the Class B-1 Certificates pursuant to     
clause (G) above, the amount distributed to the Class B-2 Certificates pursuant 
to clause (H) above, the amount distributed to the Class B-3 Certificates       
pursuant to clause (I) above and the amount distributed to the Class B-4        
Certificates pursuant to clause (J) above and (y) the Class B-5 Principal       
Distribution Amount will be distributed to the Class B-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;                 

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                       (L) the lesser of (x) the excess of (i) the
Principal Distribution Amount over (ii) the sum of the amount distributed to the
Class A Certificates pursuant to clauses (A) and (B) above, the amount          
distributed to the Class M-1 Certificates pursuant to clause (C) above, the     
amount distributed to the Class M-2 Certificates pursuant to clause (D) above,  
the amount distributed to the Class M-3 Certificates pursuant to clause (E)     
above, the amount distributed to the Class M-4 Certificates pursuant to clause  
(F) above, the amount distributed to the Class B-1 Certificates pursuant to     
clause (G) above, the amount distributed to the Class B-2 Certificates pursuant 
to clause (H) above, the amount distributed to the Class B-3 Certificates       
pursuant to clause (I) above, the amount distributed to the Class B-4           
Certificates pursuant to clause (J) above and the amount distributed to the     
Class B-5 Certificates pursuant to clause (K) above and (y) the Class B-6       
Principal Distribution Amount will be distributed to the Class B-6 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; and   

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

             (b) On each Distribution Date, any Monthly Excess Cashflow Amount
shall be distributed, to the extent available, in the following order of        
priority (the "Monthly Excess Cashflow Allocation") on such Distribution Date:  

                (i) to pay any remaining unpaid Accrued Certificate Interest
for such Distribution Date, pro rata, among the Senior Certificates;            

                (ii) to pay any remaining Interest Carry Forward Amounts for
the classes of Class A Certificates, if any, pro rata, among the Senior         
Certificates;                                                                   

                 (iii) to pay the Extra Principal Distribution Amount for such
Distribution Date in accordance with Section 4.02(a);                           

                 (iv) to pay any remaining unpaid Accrued Certificate Interest
for such Distribution Date for the Class M-1 Certificates;                      

             (v) to pay the remaining Class M-1 Interest Carry Forward
Amount, if any;                                                                 

               (vi) to pay the Class M-1 Realized Loss Amortization Amount
for such Distribution Date;                                                     

                  (vii) to pay any remaining unpaid Accrued Certificate Interest
for such Distribution Date for the Class M-2 Certificates;                      

                (viii) to pay the remaining Class M-2 Interest Carry Forward
Amount, if any;                                                                 

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               (ix) to pay the Class M-2 Realized Loss Amortization Amount
for such Distribution Date;                                                     

                (x) to pay any remaining unpaid Accrued Certificate Interest
for such Distribution Date for the Class M-3 Certificates;                      

              (xi) to pay the remaining Class M-3 Interest Carry Forward
Amount, if any;                                                                 

                (xii) to pay the Class M-3 Realized Loss Amortization Amount
for such Distribution Date;                                                     

                 (xiii) to fund any remaining Accrued Certificate Interest for
such Distribution Date for the Class M-4 Certificates;                          

                 (xiv) to fund the Interest Carry Forward Amount for the Class
M-4 Certificates, if any;                                                       

                (xv) to fund the Class M-4 Realized Loss Amortization Amount
for such Distribution Date;                                                     

                  (xvi) to pay any remaining unpaid Accrued Certificate Interest
for such Distribution Date for the Class B-1 Certificates;                      

                (xvii) to pay the remaining Class B-1 Interest Carry Forward
Amount, if any;                                                                 

                  (xviii) to pay the Class B-1 Realized Loss Amortization Amount
for such Distribution Date;                                                     

                  (xix) to pay any remaining unpaid Accrued Certificate Interest
for such Distribution Date for the Class B-2 Certificates; (xx) to pay the      
remaining Class B-2 Interest Carry Forward Amount, if any;                      

                (xxi) to pay the Class B-2 Realized Loss Amortization Amount
for such Distribution Date;                                                     

          (xxii) to pay any remaining unpaid Accrued Certificate
Interest for such Distribution Date for the Class B-3 Certificates;             

                 (xxiii) to pay the remaining Class B-3 Interest Carry Forward
Amount, if any;                                                                 

                 (xxiv) to pay the Class B-3 Realized Loss Amortization Amount
for such Distribution Date;                                                     

                  (xxv) to pay any remaining unpaid Accrued Certificate Interest
for such Distribution Date for the Class B-4 Certificates;                      

                (xxvi) to pay the remaining Class B-4 Interest Carry Forward
Amount, if any;                                                                 

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                  (xxvii) to pay the Class B-4 Realized Loss Amortization Amount
for such Distribution Date;                                                     

                  (xxviii) to pay any remaining Accrued Certificate Interest for
such Distribution Date for the Class B-5 Certificates;                          

                (xxix) to pay the remaining Class B-5 Interest Carry Forward
Amount, if any;                                                                 

                (xxx) to pay the Class B-5 Realized Loss Amortization Amount
for such Distribution Date;                                                     

                (xxxi) to pay any remaining Accrued Certificate Interest for
such Distribution Date for the Class B-6 Certificates;                          

                 (xxxii) to pay the remaining Class B-6 Interest Carry Forward
Amount, if any;                                                                 

            (xxxiii) to pay the Class B-6 Realized Loss Amortization
Amount for such Distribution Date;                                              

              (xxxiv) to pay the Class R Excess Interest Amount for such
Distribution Date;                                                              

                 (xxxv) to pay the Class R Excess Interest Carryforward Amount
for such Distribution Date;                                                     

        (xxxvi) to the Class AV-1, Class AV-2 and Class AV-3
Certificates, pro rata, the aggregate amount of any Net WAC Carryover Amount due
to such Certificates;                                                           

                  (xxxvii) sequentially, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6  
Certificates, in that order, any Net WAC Carryover Amount due to such           
Certificates;                                                                   

                 (xxxviii) to pay the Class N Certificates, from the remaining
amount distributable on the Class X/N Interest, (A) the Accrued Certificate     
Interest for the Class N Certificates, (B) the unpaid Interest Carry Forward    
Amount for the Class N Certificates and (C) any remaining Monthly Excess        
Cashflow Amount to reduce the Class N Notional Amount, until the Class N        
Notional Amount has been reduced to zero; and                                   

                  (xxxix) to the Class X Certificates, the Class X Distributable
Amount for such Distribution Date.                                              

         On each Distribution Date, there shall be distributed to the Holders of
the Class R Certificates any remaining amount in the Distribution Account on    
such date after the application pursuant to Sections 4.01, 4.02(a),             
4.02(b)(i)-(xxxix) and 4.02(c).                                                 

              (c) On each Distribution Date, all prepayment penalties (including
amounts deposited in connection with the full or partial waiver of such         
prepayment penalties pursuant to Section 3.01) shall be allocated to the Class N
Certificates (first as payments of Accrued Certificate Interest for the Class N 
Certificates, then as payments in respect of the unpaid Interest Carry Forward  
Amount for the Class N Certificates and finally as payments in respect of the   
Class N Notional Amount) for so long as the Notional Amount of the Class N      
Certificates is greater than zero pursuant to Section 4.02(b)(xxxviii) above and
this Section 4.02(c)), and to the Class X Certificates after the Class N        
Notional Amount has been reduced to zero.                                       

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             (d) Any amounts distributed to the Certificates in respect of Net
WAC Carryover Amounts pursuant to Sections 4.02(b)(xxxvi) and (xxxvii) shall    
first be deemed distributed by REMIC 2 as a distribution in respect of the REMIC
2 X/N Interest, to REMIC X/N and distributed thereby as a distribution to the   
REMIC X/N Class X/N Interest, and then distributed to the Certificates from the 
Grantor Trust as payments on notional principal contracts in the nature of cap  
contracts. The Trustee shall account for the rights to receive Net WAC Carryover
Amounts (i) from the Monthly Excess Cashflow Amount as rights in a limited      
recourse interest rate cap contract written by the Holder of the Class X/N      
Interest, and (ii) from the Reserve Account as rights in a limited recourse     
interest rate cap contract written by the Trustee. For federal information      
reporting purposes, such rights shall be assigned a value of zero.              

              (e) Any amounts distributed to the Class B-1 Certificates pursuant
to Section 4.01 or this Section 4.02, other than Net WAC Carryover Amounts,     
shall be deemed distributed by REMIC 2 to REMIC B-1 in respect of the REMIC 2   
B-1 Interest, and distributed thereby as a distribution in respect of the REMIC 
B-1 B-1 Interest. Any amounts distributed to the Class B-2 Certificates pursuant
to Section 4.01 or this Section 4.02, other than Net WAC Carryover Amounts,     
shall be deemed distributed by REMIC 2 to REMIC B-2 in respect of the REMIC 2   
B-2 Interest, and distributed thereby as a distribution in respect of the REMIC 
B-2 B-2 Interest. Any amounts distributed to the Class B-3 Certificates pursuant
to Section 4.01 or this Section 4.02, other than Net WAC Carryover Amounts,     
shall be deemed distributed by REMIC 2 to REMIC B-3 in respect of the REMIC 2   
B-3 Interest, and distributed thereby as a distribution in respect of the REMIC 
B-3 B-3 Interest. Any amounts distributed to the Class B-4 Certificates pursuant
to Section 4.01 or this Section 4.02, other than Net WAC Carryover Amounts,     
shall be deemed distributed by REMIC 2 to REMIC B-4 in respect of the REMIC 2   
B-4 Interest, and distributed thereby as a distribution in respect of the REMIC 
B-4 B-4 Interest. Any amounts distributed to the Class B-5 Certificates pursuant
to Section 4.01 or this Section 4.02, other than Net WAC Carryover Amounts,     
shall be deemed distributed by REMIC 2 to REMIC B-5 in respect of the REMIC 2   
B-5 Interest, and distributed thereby as a distribution in respect of the REMIC 
B-5 B-5 Interest. Any amounts distributed to the Class B-6 Certificates pursuant
to Section 4.01 or this Section 4.02, other than Net WAC Carryover Amounts,     
shall be deemed distributed by REMIC 2 to REMIC B-6 in respect of the REMIC 2   
B-6 Interest, and distributed thereby as a distribution in respect of the REMIC 
B-6 B-6 Interest                                                                

              (f) The Trustee is hereby directed by the Depositor to execute the
Cap Contract on behalf of the Trust Fund in the form presented to it by the     
Depositor and shall have no responsibility for the contents of such Cap         
Contract, including, without limitation, the representations and warranties     
contained therein. Any funds payable by the Trustee under the Cap Contract at   
closing shall be paid by the Depositor. Notwithstanding anything to the contrary
contained herein or in the Cap Contract, the Trustee shall not be required to   
make any payments to the Cap Contract Counterparty. Any payments received under 
the terms of the Cap Contract will be available to pay the holders of the Class 
M Certificates to the extent that the Class M Certificates have not received    
distributions pursuant to the Monthly Excess Cashflow Allocation sufficient to  
fully pay any Net WAC Carryover Amounts due on each class of the Class M        
Certificates for any Distribution Date. The Trustee will make distributions from
amounts in the Reserve Account on the applicable Distribution Date in the       
following order of priority:                                                    

                (i) concurrently, to the Class M-1, Class M-2, Class M-3 and
Class M-4 Certificates from the Reserve Account, pro rata in accordance with    
their Certificate Principal Balances immediately prior to such Distribution     
Date, any remaining unpaid Net WAC Carryover Amounts for such classes for such  
Distribution Date (after distributions to the Class M-1, Class M-2, Class M-3   
and Class M-4 Certificates pursuant to clause (xxxvii) of the Monthly Excess    
Cashflow Allocation);                                                           

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                 (ii) concurrently, to the Class M-1, Class M-2, Class M-3 and
Class M-4 Certificates from the Reserve Account, pro rata in accordance with the
remaining unpaid Net WAC Carryover Amount for such classes for such Distribution
Date, any remaining unpaid Net WAC Carryover Amounts for such classes for such  
Distribution Date (after distributions to the Class M-1, Class M-2, Class M-3   
and Class M-4 Certificates pursuant to clause (xxxvii) of the Monthly Excess    
Cashflow Allocation and clause (i) above; and                                   

                  (iii) to the Trustee as additional compensation, any remaining
amounts on deposit in the Reserve Account.                                      

                  (iv) The Trustee shall establish and maintain, for the benefit
of the Trust Fund and the Class M Certificateholders, the Reserve Account. On or
prior to the Cap Contract Termination Date, amounts, if any, received by the    
Trustee for the benefit of the Trust Fund in respect of the Cap Contract shall  
be deposited by the Trustee into the Reserve Account and will be used to pay Net
WAC Carryover Amounts on the related Class M Certificates to the extent provided
in the foregoing paragraphs. With respect to any Distribution Date on or prior  
to the Cap Contract Termination Date, the amount, if any, payable by the Cap    
Contract Counterparty under the Cap Contract will equal the product of (i) the  
excess of (x) LIBOR (as determined by the Cap Contract Counterparty and subject 
to a cap equal to the rate with respect to such Distribution Date as shown under
the heading "Cap Rate" in the schedule to the Cap Contract), over (y) the rate  
with respect to such Distribution Date as shown under the heading "Strike Rate" 
in the schedule to the Cap Contract, (ii) an amount equal to the Cap Contract   
Notional Balance and (iii) the number of days in such Accrual Period, divided by
360.                                                                            

             (v) Amounts on deposit in the Reserve Account will remain
uninvested pending distribution to Certificateholders.                          

                (vi) The Cap Contract is scheduled to remain in effect until
the Cap Contract Termination Date and will be subject to early termination only 
in limited circumstances. Such circumstances include certain insolvency or      
bankruptcy events in relation to the Cap Contract Counterparty to make a payment
due under the Cap Contract, the failure by the Cap Contract Counterparty (after 
a cure period of 20 days after notice of such failure is received) to perform   
any other agreement made by it under the Cap Contract, the termination of the   
Trust Fund and the Cap Contract becoming illegal or subject to certain kinds of 
taxation.                                                                       

Section 4.03 Allocation of Losses.                            

Realized Losses shall be allocated first against any Initial  
Overcollateralization Amount remaining and second to the Subsequent             
Overcollateralization Amount, until the Overcollateralization Amount has been   
reduced to zero. If, after giving effect to the distribution of the Principal   
Distribution Amount on any Distribution Date the aggregate Certificate Principal
Balance of the Offered Certificates and Class B-5 and Class B-6 Certificates    
exceeds the Pool Balance as of the end of the related Collection Period, such   
excess will be allocated against the Class B-6, Class B-5, Class B-4, Class B-3,
Class B-2, Class B-1, Class M-4, Class M-3, Class M-2 and Class M-1             
Certificates, in that order, until the respective Certificate Principal Balances
thereof are reduced to zero.                                                    

      Special Hazard Losses will be allocated as described above, provided
that if the cumulative amount of such losses, as of any date of determination,  
exceeds the greatest of (i) 1.0% of the Pool Balance as of the Cut-off Date,    
(ii) two times the amount of the principal balance of the largest Mortgage Loan 
as of the date of determination and (iii) an amount equal to the aggregate      
principal balances of the Mortgage Loans in the largest zip-code concentration  
in the State of California as of the date of determination, such losses will be 
allocated among the Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5, Class B-6 Certificates, pro rata, based on
their respective Certificate Principal Balances.                                

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Section 4.04 Method of Distribution.                          

        The Trustee shall make distributions in respect of a Distribution Date
to each Certificateholder of record on the related Record Date (other than as   
provided in Section 10.01 respecting the final distribution), in the case of    
Certificateholders of the Certificates, by wire transfer in immediately         
available funds to the account of the Person entitled thereto if such Person    
shall have so notified the Trustee in writing at least five Business Days prior 
to the Record Date immediately prior to such Distribution Date and is the       
registered owner of such Certificates the aggregate initial Certificate         
Principal Balance or Notional Amount of which is in excess of $5,000,000, or by 
check mailed by first class mail to the address of the Person entitled thereto, 
as such name and address shall appear on the Certificate Register, provided that
the Trustee may deduct a reasonable wire transfer fee from any payment made by  
wire transfer. Distributions among Certificateholders shall be made in          
proportion to the Percentage Interests evidenced by the Certificates held by    
such Certificateholders.                                                        

Section 4.05 Distributions on Book-Entry Certificates.        

     Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to   
the accounts of its Depository Participants in accordance with its normal       
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each indirect  
participating brokerage firm (a "brokerage firm" or "indirect participating     
firm") for which it acts as agent. Each brokerage firm shall be responsible for 
disbursing funds to the Certificate Owners that it represents. All such credits 
and disbursements with respect to a Book-Entry Certificate are to be made by the
Depository and the Depository Participants in accordance with the provisions of 
the Certificates. None of the Trustee, the Depositor, the Servicer or the Seller
shall have any responsibility therefor except as otherwise provided by          
applicable law.                                                                 

Section 4.06 Statements.                                      

       (a) On each Distribution Date, based, as applicable, on the
Mortgage Loan information contained in the Remittance Report, the Trustee shall 
prepare and post on its website at www.usbank.com, a statement as to the        
distributions made on such Distribution Date:                                   

                (i) the amount of the distribution made on such Distribution
Date to the Holders of each Class of Certificates allocable to principal or     
reduction of Notional Amount, separately identified;                            

                 (ii) the amount of the distribution made on such Distribution
Date to the Holders of each Class of Certificates allocable to interest or Class
X Distributable Amount, separately identified;                                  

(iii) the Overcollateralization Amount, the 
Overcollateralization Release Amount, the Overcollateralization Deficiency and  
the Targeted Overcollateralization Amount as of such Distribution Date and the  
Monthly Excess Interest Amount and Monthly Excess Cashflow Amount for such      
Distribution Date;                                                              

                (iv) the aggregate amount of servicing compensation received
by the Servicer during the related Collection Period;                           

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        (v) the aggregate amount of Advances for the related
Collection Period;                                                              

                  (vi) the Pool Balance and the Loan Group Balance for each Loan
Group at the close of business at the end of the related Collection Period;     

            (vii) separately stated for each Loan Group, the number,
weighted average remaining term to maturity and weighted average Mortgage       
Interest Rate of the Mortgage Loans as of the related Due Date;                 

                (viii) separately stated for each Loan Group, the number and
aggregate unpaid principal balance of Mortgage Loans (a) 30 to 59 days past due 
on a contractual basis, (b) 60 to 89 days past due on a contractual basis, (c)  
90 or more days past due on a contractual basis, (d) as to which foreclosure    
proceedings have been commenced and (e) in bankruptcy as of the close of        
business on the last day of the calendar month preceding such Distribution Date;

               (ix) separately stated for each Loan Group, with respect to
any Mortgage Loan that became an REO Property during the preceding calendar     
month, the loan number of such Mortgage Loan, the unpaid principal balance and  
the Principal Balance of such Mortgage Loan as of the date it became an REO     
Property;                                                                       

                (x) separately stated for each Loan Group, the book value of
any REO Property as of the close of business on the last Business Day of the    
calendar month preceding the Distribution Date, and, cumulatively, the total    
number and cumulative principal balance of all REO Properties as of the close of
business of the last day of the preceding Collection Period;                    

             (xi) separately stated for each Loan Group, the aggregate
amount of Principal Prepayments made during the related Prepayment Period;      

                (xii) the aggregate amount of prepayment penalties collected
(including amounts deposited in connection with the full or partial waiver of   
such prepayment penalties pursuant to Section 3.01) during the related          
Collection Period and the amounts thereof allocable to the Class N Certificates 
and the Class X Certificates;                                                   

               (xiii) separately stated for each Loan Group, the aggregate
amount of Realized Losses incurred during the related Collection Period and the 
cumulative amount of Realized Losses;                                           

                (xiv) the Certificate Principal Balance, or Notional Amount,
as applicable, of each Class of Certificates, after giving effect to the        
distributions, and allocations of Realized Losses or Applied Realized Loss      
Amounts, as applicable, made on such Distribution Date, separately identifying  
any reduction thereof due to allocations of Realized Losses or Applied Realized 
Loss Amounts;                                                                   

                  (xv) the Accrued Certificate Interest in respect of each Class
of Offered Certificates and Class B-5 and Class B-6 Certificates for such       
Distribution Date, separately identifying the portions thereof attributable to  
Net WAC Carryover Amounts, and the respective portions thereof, if any,         
remaining unpaid following the distributions made in respect of such            
Certificates on such Distribution Date;                                         

         (xvi) the aggregate amount of any Prepayment Interest
Shortfalls for such Distribution Date, to the extent not covered by payments by 
the Servicer pursuant to Section 3.23;                                          

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             (xvii) any amounts to be deposited in the Reserve Account
pursuant to the Cap Contract as described in Section 4.02(f) and the amount     
thereof to be paid to the Class M-1, Class M-2, Class M-3 or Class M-4          
Certificates;                                                                   

(xviii) [Reserved];                         

(xix) the amount of the Trustee Fee paid;   

          (xx) the Net WAC Carryover Amounts distributed on such
Distribution Date;                                                              

                  (xxi) any Overcollateralization Deficiency after giving effect
to the distribution of principal on such Distribution Date;                     

                  (xxii) whether a Trigger Event has occurred and is continuing,
and the cumulative Realized Losses, as a percentage of the original Pool        
Balance;                                                                        

(xxiii) the Available Funds;                

               (xxiv) the rate at which interest accrues for each Class of
Certificates for such Distribution Date;                                        

            (xxv) the Liquidation Report for such Distribution Date;

            (xxvi) the aggregate Principal Balance of Mortgage Loans
purchased by the Servicer or Seller during the related Collection Period and    
indicating the Section of this Agreement requiring or allowing the purchase of  
each such Mortgage Loan; and                                                    

                 (xxvii) the aggregate Principal Balance of the Mortgage Loans
repurchased by the Servicer (or an affiliate) during the related Collection     
Period in connection with Section 3.16.                                         

      Parties that are unable to use www.usbank.com are entitled to have a
paper copy mailed to them via first class mail by calling the Trustee at (651)  
495-3847 and indicating such. The Trustee shall have the right to change the way
such statements are distributed in order to make such distribution more         
convenient and/or more accessible to the above parties and the Trustee shall    
provide timely and adequate notification to all above parties regarding any such
changes.                                                                        

  The Trustee may fully rely upon and shall have no liability with
respect to information with respect to the Mortgage Loans provided by the       
Servicer.                                                                       

         In the case of information furnished pursuant to subclauses (i) through
(iii) above, the amounts shall be expressed in a separate section of the report 
as a dollar amount for each Class for each $1,000 original dollar amount as of  
the Cut-off Date.                                                               

        (b) Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to each Person who at any time during  
the calendar year was a Certificateholder of a Regular Certificate, if requested
in writing by such Person, such information as is reasonably necessary to       
provide to such Person a statement containing the information set forth in      
subclauses (i), (ii), (xv) and (xx) above, aggregated for such calendar year or 
applicable portion thereof during which such Person was a Certificateholder.    
Such obligation of the Trustee shall be deemed to have been satisfied to the    
extent that substantially comparable information shall be prepared and furnished
by the Trustee to Certificateholders pursuant to any requirements of the Code as
are in force from time to time.                                                 

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              (c) On each Distribution Date, the Trustee shall make available to
the Residual Certificateholders a copy of the reports made available to the     
Regular Certificateholders in respect of such Distribution Date with such other 
information as the Trustee deems necessary or appropriate. Such obligation of   
the Trustee shall be deemed to have been satisfied to the extent that           
substantially comparable information shall be prepared and furnished to Residual
Certificateholders by the Trustee pursuant to any requirements of the Code as   
from time to time in force.                                                     

Section 4.07 Remittance Reports; Advances.                    

            (a) On the second Business Day following each Determination Date
but in no event less than four Business Days prior to the related Distribution  
Date, the Servicer shall deliver to the Trustee by telecopy (or by such other   
means as the Servicer and the Trustee may agree from time to time) a Remittance 
Report with respect to the related Distribution Date. On the same date, the     
Servicer shall forward to the Trustee by overnight mail a computer readable     
magnetic tape or diskette or in such other medium as may be agreed between the  
Servicer and the Trustee containing the information set forth in such Remittance
Report with respect to the related Distribution Date. Not later than the close  
of business New York time on the Servicer Remittance Date, the Servicer shall   
deliver or cause to be delivered to the Trustee in addition to the information  
provided on the Remittance Report, such other information reasonably available  
to it with respect to the Mortgage Loans as the Trustee may reasonably request  
or order in order for the Trustee to perform the calculations necessary to make 
the distributions contemplated by Section 4.01, 4.02 and 4.03 and to prepare the
statements to Certificateholders contemplated by Section 4.06. The Trustee shall
not be responsible to recompute, recalculate or verify any information provided 
to it by the Servicer.                                                          

         (b) The amount of Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 4.07(d), the sum of (i) the   
aggregate amount of Monthly Payments (net of the related Servicing Fee), due    
during the related Collection Period in respect of the Mortgage Loans, which    
Monthly Payments were delinquent on a contractual basis as of the close of      
business on the related Determination Date and (ii) with respect to each REO    
Property, which REO Property was acquired during or prior to the related        
Prepayment Period and as to which such REO Property an REO Disposition did not  
occur during the related Prepayment Period, an amount equal to the excess, if   
any, of the interest portion of Monthly Payments (net of the related Servicing  
Fee) that would have been due on the related Due Date in respect of the related 
Mortgage Loans, over the net income from such REO Property deposited in the     
Collection Account pursuant to Section 3.13 for distribution on such            
Distribution Date. For purposes of the preceding sentence, the Monthly Payment  
on each Balloon Mortgage Loan with a delinquent Balloon Payment is equal to the 
assumed monthly payment that would have been due on the related Due Date based  
on the original principal amortization schedule for such Balloon Mortgage Loan. 
The Servicer shall not be required to make any Advances with respect to the     
principal portion of the Monthly Payments that would have been due on the       
related Due Date with respect to Second Lien Mortgage Loans and shall not make  
any Advances with respect to the principal portion of the Monthly Payments that 
would have been due on the related Due Date with respect to REO Properties.     

  On or before the close of business New York time on the Servicer
Remittance Date, the Servicer shall remit in immediately available funds to the 
Trustee for deposit in the Distribution Account an amount equal to the aggregate
amount of Advances, if any, to be made in respect of the Mortgage Loans and REO 
Properties for the related Distribution Date either (i) from its own funds or   
(ii) from the Collection Account, to the extent of funds held therein for future
distribution (in which case it will cause to be made an appropriate entry in the
records of the Collection Account that amounts held for future distribution have
been, as permitted by this Section 4.07, used by the Servicer in discharge of   
any such Advance) or (iii) in the form of any combination of (i) and (ii)       
aggregating the total amount of Advances to be made by the Servicer with respect
to the Mortgage Loans and REO Properties. In addition, the Servicer shall have  
the right to reimburse itself for any such Advance from amounts held from time  
to time in the Collection Account to the extent such amounts are not then       
required to be distributed. Any amounts held for future distribution and so used
shall be appropriately reflected in the Servicer's records and replaced by the  
Servicer by deposit in the Collection Account on or before any future Servicer  
Remittance Date to the extent that the Available Funds for the related          
Distribution Date (determined without regard to Advances to be made on the      
Servicer Remittance Date) shall be less than the total amount that would be     
distributed to the Classes of Certificateholders pursuant to Section 4.01 and   
4.02 on such Distribution Date if such amounts held for future distributions had
not been so used to make Advances. The Servicer may reimburse itself from any   
amounts in the Collection Account for any prior Advances or Servicing Advances  
that have not been reimbursed at the time the Mortgage Loan is modified. The    
Trustee will provide notice to the Servicer by telecopy by the close of business
on any Servicer Remittance Date in the event that the amount remitted by the    
Servicer to the Trustee on such date is less than the Advances required to be   
made by the Servicer for the related Distribution Date, as set forth in the     
related Remittance Report.                                                      

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       (c) The obligation of the Servicer to make such Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to 
(d) below, and, with respect to any Mortgage Loan or REO Property, shall        
continue until the earlier of such time as the Trust acquires title to the      
related Mortgaged Property or such Mortgage Loan is paid in full by the         
Mortgagor or disposed of by the Trust, or until the recovery of all Liquidation 
Proceeds thereon.                                                               

              (d) Notwithstanding anything herein to the contrary, no Advance or
Servicing Advance shall be required to be made hereunder by the Servicer if such
Advance would, if made, constitute a Nonrecoverable Advance. The determination  
by the Servicer that it has made a Nonrecoverable Advance or that any proposed  
Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced 
by an Officers' Certificate of the Servicer delivered to the Depositor and the  
Trustee.                                                                        

Section 4.08 REMIC Distributions.                             

           (a) REMIC X/N. All amounts deemed distributed in respect of the
REMIC 2 X/N Interest shall be treated as received by REMIC X/N then distributed 
by REMIC X/N in respect of the REMIC X/N X/N Interest. All allocations of       
Applied Realized Loss Amounts and Realized Loss Amortization Amounts to the     
REMIC 2 X/N Interest shall result in similar allocations to the REMIC X/N X/N   
Interest.                                                                       

           (b) REMIC B-6. All amounts deemed distributed in respect of the
REMIC 2 B-6 Interest shall be treated as received by REMIC B-6 then distributed 
by REMIC B-6 in respect of the REMIC B-6 B-6 Interest. All allocations of       
Applied Realized Loss Amounts and Realized Loss Amortization Amounts to the     
REMIC 2 B-6 Interest shall result in similar allocations to the REMIC B-6 B-6   
Interest. If on any Distribution Date the Class Principal Balance of the Class  
B-6 Certificates is increased pursuant to the last sentence of the definition of
"Certificate Principal Balance", then there shall be an equivalent increase in  
the principal amount of the REMIC B-6 B-6 Interest on such Distribution Date.   

           (c) REMIC B-5. All amounts deemed distributed in respect of the
REMIC 2 B-5 Interest shall be treated as received by REMIC B-5 then distributed 
by REMIC B-5 in respect of the REMIC B-5 B-5 Interest. All allocations of       
Applied Realized Loss Amounts and Realized Loss Amortization Amounts to the     
REMIC 2 B-5 Interest shall result in similar allocations to the REMIC B-5 B-5   
Interest. If on any Distribution Date the Class Principal Balance of the Class  
B-5 Certificates is increased pursuant to the last sentence of the definition of
"Certificate Principal Balance", then there shall be an equivalent increase in  
the principal amount of the REMIC B-5 B-5 Interest on such Distribution Date.   

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           (d) REMIC B-4. All amounts deemed distributed in respect of the
REMIC 2 B-4 Interest shall be treated as received by REMIC B-4 then distributed 
by REMIC B-4 in respect of the REMIC B-4 B-4 Interest. All allocations of       
Applied Realized Loss Amounts and Realized Loss Amortization Amounts to the     
REMIC 2 B-4 Interest shall result in similar allocations to the REMIC B-4 B-4   
Interest. If on any Distribution Date the Class Principal Balance of the Class  
B-4 Certificates is increased pursuant to the last sentence of the definition of
"Certificate Principal Balance", then there shall be an equivalent increase in  
the principal amount of the REMIC B-4 B-4 Interest on such Distribution Date.   

           (e) REMIC B-3. All amounts deemed distributed in respect of the
REMIC 2 B-3 Interest shall be treated as received by REMIC B-3 then distributed 
by REMIC B-3 in respect of the REMIC B-3 B-3 Interest. All allocations of       
Applied Realized Loss Amounts and Realized Loss Amortization Amounts to the     
REMIC 2 B-3 Interest shall result in similar allocations to the REMIC B-3 B-3   
Interest. If on any Distribution Date the Class Principal Balance of the Class  
B-3 Certificates is increased pursuant to the last sentence of the definition of
"Certificate Principal Balance", then there shall be an equivalent increase in  
the principal amount of the REMIC B-3 B-3 Interest on such Distribution Date.   

           (f) REMIC B-2. All amounts deemed distributed in respect of the
REMIC 2 B-2 Interest shall be treated as received by REMIC B-2 then distributed 
by REMIC B-2 in respect of the REMIC B-2 B-2 Interest. All allocations of       
Applied Realized Loss Amounts and Realized Loss Amortization Amounts to the     
REMIC 2 B-2 Interest shall result in similar allocations to the REMIC B-2 B-2   
Interest. If on any Distribution Date the Class Principal Balance of the Class  
B-2 Certificates is increased pursuant to the last sentence of the definition of
"Certificate Principal Balance", then there shall be an equivalent increase in  
the principal amount of the REMIC B-2 B-2 Interest on such Distribution Date.   

           (g) REMIC B-1. All amounts deemed distributed in respect of the
REMIC 2 B-1 Interest shall be treated as received by REMIC B-1 then distributed 
by REMIC B-1 in respect of the REMIC B-1 B-1 Interest. All allocations of       
Applied Realized Loss Amounts and Realized Loss Amortization Amounts to the     
REMIC 2 B-1 Interest shall result in similar allocations to the REMIC B-1 B-1   
Interest. If on any Distribution Date the Class Principal Balance of the Class  
B-1 Certificates is increased pursuant to the last sentence of the definition of
"Certificate Principal Balance", then there shall be an equivalent increase in  
the principal amount of the REMIC B-1 B-1 Interest on such Distribution Date.   

              (h) REMIC 2. On each Distribution Date, REMIC 2 shall be deemed to
have received the amounts deemed distributed in respect of the REMIC 1 Regular  
Interests. Principal, interest, shortfalls and Realized Losses shall be deemed  
paid to and allocated among the REMIC 2 Regular Interests in the same manner as 
such items (other than payments to the Cap Carryover Certificates in respect of 
Net WAC Carryover Amounts, which shall be deemed paid in respect of the REMIC 2 
X/N Interest if made pursuant to Section 4.02(b)(xxxvi) or (xxxvii)) are paid or
allocated in respect of the related Certificates (the REMIC 2 AV-1 Interest     
being related to the Class AV-1 Certificates, the REMIC 2 AV-2 Interest being   
related to the Class AV-2 Certificates, the REMIC 2 AV-3 Interest being related 
to the Class AV-3 Certificates, the REMIC 2 M-1 Interest being related to the   
Class M-1 Certificates, the REMIC 2 M-2 Interest being related to the Class M-2 
Certificates, the REMIC 2 M-3 Interest being related to the Class M-3           
Certificates, the REMIC 2 M-4 Interest being related to the Class M-4           
Certificates, the REMIC 2 B-1 Interest being related to the Class B-1           
Certificates, the REMIC 2 B-2 Interest being related to the Class B-2           
Certificates, the REMIC 2 B-3 Interest being related to the Class B-3           
Certificates, the REMIC 2 B-4 Interest being related to the Class B-4           
Certificates, the REMIC 2 B-5 Interest being related to the Class B-5           
Certificates and the REMIC 2 B-6 Interest being related to the Class B-6        
Certificates). On each Distribution Date, principal shall be paid to, Realized  
Losses shall be allocated to and accrued but unpaid interest shall be added to  
the principal amount of the REMIC 2 X/N Interest so that such principal amount  
shall equal the excess of (i) the Pool Balance as of the close of the related   
Collection Period over (ii) the aggregate Certificate Principal Balance of each 
Class of Certificates on such Distribution Date after all principal payments    
have been made and Realized Losses have been allocated to such Certificates     
(other than the Class X or Class N Certificates). The portion of Available Funds
remaining in REMIC 2 on a Distribution Date after all distributions have been   
made to the REMIC 2 Regular Interests shall be distributed to the Class R       
Certificates in respect of the Class R-2 Interest. If on any Distribution Date  
the Class Principal Balance of any Class of Certificates is increased pursuant  
to the last sentence of the definition of "Certificate Principal Balance", then 
there shall be an equivalent increase in the principal amounts of the REMIC 2   
Regular Interests, with each Corresponding REMIC 2 Regular Interest having an   
increase in its principal amount equal to the increase in the Class Principal   
Balance of the Corresponding Cap Carryover Certificates.                        

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       (i) REMIC 1. On each Distribution Date, the REMIC 1 Regular
Interests shall receive distributions of interest and principal equal in the    
aggregate to amounts distributable pursuant to Sections 4.01 and 4.02 (other    
than to the Class R Certificates pursuant the last sentence of Section 4.02(b)  
and other than amounts funded from the Reserve Account) from amounts on deposit 
in the Distribution Account. Amounts with respect to interest shall accrue on   
the REMIC 1 Regular Interests at the rates specified in the Preliminary         
Statement. Payments and Realized Losses shall be allocated among the REMIC 1    
Regular Interests so that (i) each of the Marker Interests shall have a         
principal balance equal to 25% of the principal balance of the related REMIC 2  
Regular Interest (with, for purposes of this Section 4.08(i), the Class AF-1A   
Certificates being related to the Class LT1-AF1A Interest, the Class AF-1B      
Certificates being related to the Class LT1-AF1B Interest, the Class AF-1C      
Certificates being related to the Class LT1-AF1C Interest, the Class AF-2       
Certificates being related to the Class LT1-AF2 Interest, the Class AF-3        
Certificates being related to the Class LT1-AF3 Interest, the Class AF-4        
Certificates being related to the Class LT1-AF4 Interest, the REMIC 2 AV-1      
Interest being related to the Class LT1-AV1 Interest, the REMIC 2 AV-2 Interest 
being related to the Class LT1-AV2 Interest, the REMIC 2 AV-3 Interest being    
related to the Class LT1-AV3 Interest, the REMIC 2 M-1 Interest being related to
the Class LT1-M1 Interest, the REMIC 2 M-2 Interest being related to the Class  
LT1-M2 Interest, the REMIC 2 M-3 Interest being related to the Class LT1-M3     
Interest, the REMIC 2 M-4 Interest being related to the Class LT1-M4 Interest,  
the REMIC 2 B-1 Interest being related to the Class LT1-B1 Interest, the REMIC 2
B-2 Interest being related to the Class LT1-B2 Interest, the REMIC 2 B-3        
Interest being related to the Class LT1-B3 Interest, the REMIC 2 B-4 Interest   
being related to the Class LT1-B4 Interest, the REMIC 2 B-5 Interest being      
related to the Class LT1-B5 Interest and the REMIC 2 B-6 Interest being related 
to the Class LT1-B6 Interest), (ii) the Class LT1-X1 Interest has a principal   
balance equal to the excess of (x) 50% of the remaining principal balance of the
Mortgage Loans over (y) the aggregate principal balance of the Marker Interests 
(if necessary to reflect an increase in overcollateralization, accrued and      
unpaid interest on the Class LT1-X1 interest may be added to its principal      
amount to achieve this result) and (iii) the aggregate principal amount of the  
Class LT1-IA Interest, Class LT1-IB Interest, Class LT1-IIA Interest, Class     
LT1-IIB Interest and the Class LT1-X2 Interest shall equal 50% of the remaining 
principal balance of the Mortgage loans. Distributions and Realized Losses      
allocated to the REMIC 1 Regular Interests described in clause (iii) of the     
preceding sentence will be allocated among such REMIC 1 Regular Interests in the
following manner: (x) distributions shall be deemed made to such REMIC 1 Regular
Interests first, so as to keep the principal balance of the each such REMIC 1   
Regular Interest with "B" at the end of its designation equal to 0.005% of the  
aggregate scheduled principal balance of the Mortgage Loans in the related Loan 
Group; second, to such REMIC 1 Regular Interests with "A" at the end of its     
designation so that the uncertificated principal balance of each such REMIC 1   
Regular Interest is equal to 0.005% of the excess of (I) the aggregate scheduled
principal balance of the Mortgage Loans in the related Loan Group over (II) the 
aggregate principal balance of the Class AV-1, Class AV-2 and Class AV-3        
Certificates, in the case of Loan Group I, or the Class AF-1A, Class AF-1B,     
Class AF-1C, Class AF-2, Class AF-3 and Class AF-4 Certificates, in the case of 
Loan Group II (except that if 0.005% of any such excess is greater than the     
principal amount of the corresponding REMIC 1 Regular Interest with "A" at the  
end of its designation, the least amount of principal shall be distributed to   
such REMIC 1 Regular Interests with "A" at the end of its designation such that 
the REMIC 1 Subordinated Balance Ratio is maintained) and finally, any remaining
distributions of principal to the Class LT1-X2 Interest and (y) Realized Losses 
shall be allocated among the REMIC 1 Regular Interests described in clause (iii)
of the preceding sentence in the following manner: (x) Realized Losses shall be 
deemed allocated to such REMIC 1 Regular Interests first, so as to keep the     
principal balance of the each such REMIC 1 Regular Interest with "B" at the end 
of its designation equal to 0.005% of the aggregate scheduled principal balance 
of the Mortgage Loans in the related Loan Group; second, to such REMIC 1 Regular
Interests with "A" at the end of its designation so that the uncertificated     
principal balance of each such REMIC 1 Regular Interest is equal to 0.005% of   
the excess of (I) the aggregate scheduled principal balance of the Mortgage     
Loans in the related Loan Group over (II) the aggregate principal balance of the
Class AV-1, Class AV-2 and Class AV-3 Certificates, in the case of Loan Group I,
or the Class AF-1A, Class AF-1B, Class AF-1C, Class AF-2, Class AF-3 and Class  
AF-4 Certificates, in the case of Loan Group II (except that if 0.005% of any   
such excess is greater than the principal amount of the corresponding REMIC 1   
Regular Interest with "A" at the end of its designation, the least amount of    
Realized Losses shall be allocated to such REMIC 1 Regular Interests with "A" at
the end of its designation such that the REMIC 1 Subordinated Balance Ratio is  
maintained) and finally, any remaining Realized Losses to the Class LT1-X2      
Interest. Notwithstanding the preceding two sentences, however, Realized Losses 
not allocated to any Class of Certificates will not be allocated to any REMIC 1 
Regular Interests. All computations with respect to the REMIC 1 Regular         
Interests shall be taken out to ten decimal places. Any portion of Available    
Funds remaining in REMIC 1 on a Distribution Date after distributions to the    
REMIC 1 Regular Interests shall be distributed to the Class R Certificates in   
respect of the Class R-1 Interest. If on any Distribution Date the Class        
Principal Balance of any Class of Certificates is increased pursuant to the last
sentence of the definition of "Certificate Principal Balance", then there shall 
be an equivalent increase in the principal amounts of the REMIC 1 Regular       
Interests, with such increase allocated (before the making of distributions and 
the allocation of losses on the REMIC 1 Regular Interests on such Distribution  
Date) among the REMIC 1 Regular Interests so that, to the greatest extent       
possible, (i) each of the Marker Interests has a principal balance equal to 25% 
of the principal balance of the related REMIC 2 Regular Interest, (ii) the Class
LT1-X1 Interest has a principal balance equal to the excess of (x) 50% of the   
remaining principal balance of the Mortgage Loans over (y) the aggregate        
principal balance of the Marker Interests and (iii) the aggregate principal     
amount of the Class LT1-IA Interest, Class LT1-IB Interest, Class LT1-IIA       
Interest, Class LT1-IIB Interest and Class LT1-X2 Interest shall equal 50% of   
the remaining principal balance of the Mortgage Loans. Allocations in connection
with clause (iii) shall be made so that, to the greatest extent possible, (a)   
the principal balance of each REMIC 1 Regular Interest with "B" at the end of   
its designation equals 0.005% of the aggregate scheduled principal balance of   
the Mortgage Loans in related Loan Group, (b) the principal balance of each     
REMIC 1 Regular Interest with "A" at the end of its designation equals 0.005% of
the excess of (x) the aggregate scheduled principal balance of the Mortgage     
Loans in related Loan Group over (y) the aggregate principal balance of the     
Class AV-1, Class AV-2 and Class AV-3 Certificates in the case of the Class     
LT1-IA Interest, or the Class AF-1A, Class AF-1B, Class AF-1C, Class AF-2, Class
AF-3 and Class AF-4 Certificates in the case of the Class LT1-IIA Interest and  
(c) any remaining allocations are made to the Class LT1-X2 Interest.            

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        (j) All prepayment penalties (including amounts deposited in
connection with the full or partial waiver of prepayment penalties pursuant to  
Section 3.01) shall be distributed from REMIC 1 to REMIC 2 in respect of the    
Class LT1-X1 Interest, from REMIC 2 to REMIC X/N in respect of the REMIC 2 X/N  
Interest, and from REMIC X/N to the Class X/N Interest in respect of the REMIC  
X/N X/N Interest.                                                               

              (k) Notwithstanding anything to the contrary contained herein, the
above distributions in this Section 4.08 (other than on the Certificates) are   
deemed distributions, and distributions of funds from the Distribution Account  
shall be made only in accordance with Sections 4.01 and 4.02 hereof.            

ARTICLE V 

THE CERTIFICATES

Section 5.01 The Certificates.                                

    Each of the Class AV-1, Class AV-2, Class AV-3, Class AF-1A, Class
AF-1B, Class AF-1C, Class AF-2, Class AF-3, Class AF-4, Class M-1, Class M-2,   
Class M-3, Class M-4, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5,    
Class B-6, Class N, Class X, Class R and Class R-X Certificates shall be        
substantially in the forms annexed hereto as exhibits, and shall, on original   
issue, be executed by the Trustee and authenticated and delivered by the        
Certificate Registrar to or upon the receipt of a Written Order to Authenticate 
from the Depositor concurrently with the sale and assignment to the Trustee of  
the Trust Fund. Each Class of the Offered Certificates and the Class B-4        
Certificates shall be initially evidenced by one or more Certificates           
representing a Percentage Interest with a minimum dollar (or notional amount)   
denomination of $25,000 and integral multiples of $1 in excess thereof. The     
Class N, Class X and Class R Certificates are issuable only in minimum          
Percentage Interests of 10%. The Class R-X Certificates are issuable only in    
minimum Percentage Interests of 50%.                                            

        The Certificates shall be executed on behalf of the Trust by manual or
facsimile signature on behalf of the Trustee by a Responsible Officer.          
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of  
the Trustee shall bind the Trust, notwithstanding that such individuals or any  
of them have ceased to be so authorized prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such           
Certificate. No Certificate shall be entitled to any benefit under this         
Agreement or be valid for any purpose, unless such Certificate shall have been  
manually authenticated by the Certificate Registrar substantially in the form   
provided for herein, and such authentication upon any Certificate shall be      
conclusive evidence, and the only evidence, that such Certificate has been duly 
authenticated and delivered hereunder. All Certificates shall be dated the date 
of their authentication. Subject to Section 5.02(c), the Offered Certificates   
and the Class B-5, Class B-6 Certificates shall be Book-Entry Certificates. The 
Class N, Class X, Class R and Class R-X Certificates shall not be Book-Entry    
Certificates but shall be issued in fully registered certificate form.          

        The Class B-5, Class B-6 Certificates sold in offshore transactions in
reliance on Regulation S shall be issued initially in the form of one or more   
permanent global certificates in definitive, fully registered form without      
interest coupons with the applicable legends set forth in Exhibit B-4 hereto    
added to the forms of such Certificates (each, a "Book-Entry Regulation S Global
Security"), which shall be deposited on behalf of the Holders of such           
Certificates represented thereby with the Certificate Registrar, as custodian   
for DTC and registered in the name of a nominee of DTC, duly executed and       
authenticated by the Certificate Registrar as hereinafter provided. The         
aggregate principal amounts of the Book-Entry Regulation S Global Securities may
from time to time be increased or decreased by adjustments made on the records  
of the Certificate Registrar or DTC or its nominee, as the case may be, as      
hereinafter provided.                                                           

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     Section 5.02 Registration of Transfer and Exchange of Certificates.

       (a) The Certificate Registrar shall cause to be kept at the
Corporate Trust Office of the Trustee a Certificate Register in which, subject  
to such reasonable regulations as it may prescribe, the Certificate Registrar   
shall provide for the registration of Certificates and of transfers and         
exchanges of Certificates as herein provided. The Trustee shall initially serve 
as Certificate Registrar for the purpose of registering Certificates and        
transfers and exchanges of Certificates as herein provided. The Trustee as      
Certificate Registrar shall be subject to the same standards of care,           
limitations on liability and rights to indemnity as the Trustee, and the        
provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14, 8.15 and 8.16 shall  
apply to the Certificate Registrar to the same extent as they apply to the      
Trustee. Any Certificate Registrar appointed in accordance with this Section    
5.02(a) may at any time resign by giving at least 30 days' advance written      
notice of resignation to the Trustee, the Servicer and the Depositor, such      
resignation to become effective upon appointment of a successor Certificate     
Registrar.                                                                      

       Upon surrender for registration of transfer of any Certificate at any
office or agency of the Certificate Registrar maintained for such purpose       
pursuant to the foregoing paragraph and, in the case of a Residual Certificate, 
upon satisfaction of the conditions set forth below, the Trustee on behalf of   
the Trust shall execute and the Certificate Registrar shall authenticate and    
deliver, in the name of the designated transferee or transferees, one or more   
new Certificates of the same aggregate Percentage Interest.                     

        At the option of the Certificateholders, Certificates may be exchanged
for other Certificates in authorized denominations and the same aggregate       
Percentage Interests, upon surrender of the Certificates to be exchanged at any 
such office or agency. Whenever any Certificates are so surrendered for         
exchange, the Trustee shall execute on behalf of the Trust and the Certificate  
Registrar shall authenticate and deliver the Certificates which the             
Certificateholder making the exchange is entitled to receive. Every Certificate 
presented or surrendered for registration of transfer or exchange shall (if so  
required by the Trustee or the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer satisfactory to the Trustee and 
the Certificate Registrar duly executed by, the Holder thereof or his attorney  
duly authorized in writing.                                                     

            (b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to  
the Depository, the initial Depository, by, or on behalf of, the Depositor; or  
to, and deposited with the Certificate Custodian, on behalf of the Depository,  
if directed to do so pursuant to instructions from the Depository. Except as    
provided in paragraph (c) below, the Book-Entry Certificates shall at all times 
remain registered in the name of the Depository or its nominee and at all times:
(i) registration of such Certificates may not be transferred by the Trustee     
except to another Depository; (ii) the Depository shall maintain book-entry     
records with respect to the Certificate Owners and with respect to ownership and
transfers of such Certificates; (iii) ownership and transfers of registration of
such Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (iv) the Depository may collect its usual  
and customary fees, charges and expenses from its Depository Participants; (v)  
the Trustee shall for all purposes deal with the Depository as representative of
the Certificate Owners of the Certificates for purposes of exercising the rights
of Holders under this Agreement, and requests and directions for and votes of   
such representative shall not be deemed to be inconsistent if they are made with
respect to different Certificate Owners; (vi) the Trustee may rely and shall be 
fully protected in relying upon information furnished by the Depository with    
respect to its Depository Participants and furnished by the Depository          
Participants with respect to indirect participating firms and Persons shown on  
the books of such indirect participating firms as direct or indirect Certificate
Owners; and (vii) the direct participants of the Depository shall have no rights
under this Agreement under or with respect to any of the Certificates held on   
their behalf by the Depository, and the Depository may be treated by the Trustee
and their agents, employees, officers and directors as the absolute owner of the
Certificates for all purposes whatsoever.                                       

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         All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owners. Each Depository         
Participant shall only transfer Book-Entry Certificates of Certificate Owners   
that it represents or of brokerage firms for which it acts as agent in          
accordance with the Depository's normal procedures. The parties hereto are      
hereby authorized to execute a Letter of Representations with the Depository or 
take such other action as may be necessary or desirable to register a Book-Entry
Certificate to the Depository. In the event of any conflict between the terms of
any such Letter of Representation and this Agreement, the terms of this         
Agreement shall control.                                                        

             (c) If (i)(x) the Depository or the Depositor advises the Trustee
in writing that the Depository is no longer willing or able to discharge        
properly its responsibilities as Depository and (y) the Depositor is unable to  
locate a qualified successor, (ii) the Depositor, at its sole option elects to  
terminate the book-entry system through the Depository or (iii) after the       
occurrence of a Servicer Event of Termination, the Certificate Owners of each   
Class of Book-Entry Certificates representing Percentage Interests of such      
Classes aggregating not less than 51% advises the Trustee and Depository through
the Financial Intermediaries and the Depository Participants in writing that the
continuation of a book-entry system through the Depository to the exclusion of  
definitive, fully registered certificates (the "Definitive Certificates") to    
Certificate Owners is no longer in the best interests of the Certificate Owners.
Upon surrender to the Certificate Registrar of the Book-Entry Certificates by   
the Depository, accompanied by registration instructions from the Depository for
registration, the Trustee shall, at the Depositor's expense, in the case of (ii)
above, or the Seller's expense, in the case of (i) and (iii) above, execute on  
behalf of the Trust and the Certificate Registrar shall authenticate the        
Definitive Certificates. Neither the Depositor nor the Trustee shall be liable  
for any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of       
Definitive Certificates, the Trustee, the Certificate Registrar, the Servicer,  
any Paying Agent and the Depositor shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.                                   

             (d) No transfer, sale, pledge or other disposition of any Private
Certificate shall be made unless such disposition is exempt from the            
registration requirements of the Securities Act of 1933, as amended (the "1933  
Act"), and any applicable state securities laws or is made in accordance with   
the 1933 Act and laws. In the event of any such transfer, other than the initial
transfer of the Private Certificates by the Depositor, (i) unless such transfer 
is made in reliance upon Rule 144A (as evidenced by the investment letter       
delivered to the Certificate Registrar, in substantially the form attached      
hereto as Exhibit J) under the 1933 Act, the Certificate Registrar and the      
Depositor may require a written Opinion of Counsel (which may be in-house       
counsel) acceptable to and in form and substance reasonably satisfactory to the 
Certificate Registrar and the Depositor that such transfer may be made pursuant 
to an exemption, describing the applicable exemption and the basis therefor,    
from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of   
Counsel shall not be an expense of the Certificate Registrar, the Trustee or the
Depositor or (ii) the Certificate Registrar shall require the transferor to     
execute a transferor certificate (in substantially the form attached hereto as  
Exhibit L) and the transferee to execute an investment letter (in substantially 
the form attached hereto as Exhibit J) acceptable to and in form and substance  
reasonably satisfactory to the Depositor and the Certificate Registrar          
certifying to the Depositor and the Certificate Registrar the facts surrounding 
such transfer, which investment letter shall not be an expense of the           
Certificate Registrar or the Depositor. The Holder of a Private Certificate     
desiring to effect such transfer shall, and does hereby agree to, indemnify the 
Trustee, the Certificate Registrar and the Depositor against any liability that 
may result if the transfer is not so exempt or is not made in accordance with   
such federal and state laws.                                                    

        By acceptance of a Regulation S Global Security, whether upon original
issuance or subsequent transfer, each Holder of such a Certificate acknowledges 
the restrictions on the transfer of such Certificate set forth thereon and      
agrees that it will only transfer such a Certificate as provided herein. In     
addition, each Holder of a Regulation S Global Security shall be deemed to have 
represented and warranted to the Trustee, the Depositor, the Certificate        
Registrar and any of their respective successors that: (i) such Person is not a 
"U.S. person" within the meaning of Regulation S and was, at the time the buy   
order was originated, outside the United States and (ii) such Person understands
that such Certificates have not been registered under the Securities Act and    
that (x) until the expiration of the 40-day distribution compliance period      
(within the meaning of Regulation S), no offer, sale, pledge or other transfer  
of such Certificates or any interest therein shall be made in the United States 
or to or for the account or benefit of a U.S. person (each as defined in        
Regulation S), (y) if in the future it decides to offer, resell, pledge or      
otherwise transfer such Certificates, such Certificates may be offered, resold, 
pledged or otherwise transferred only (A) to a person which the seller          
reasonably believes is a "qualified institutional buyer" (a "QIB") as defined in
Rule 144A under the Securities Act, that is purchasing such Certificates for its
own account or for the account of a qualified institutional buyer to which      
notice is given that the transfer is being made in reliance on Rule 144A or (B) 
in an offshore transaction (as defined in Regulation S) in compliance with the  
provisions of Regulation S, in each case in compliance with the requirements of 
this Agreement; and it will notify such transferee of the transfer restrictions 
specified in this Section.                                                      

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The beneficial ownership (as determined for federal income tax
purposes) of a Class N or Class X Certificate shall not be transferred to a     
non-United States Person unless (i) such beneficial ownership is transferred to 
a non-United States Person who will at all times be a Proportionate Holder and  
provides the Certificate Registrar with a representation and covenant to such   
effect and (ii) the Certificate Registrar has received, in the manner required  
by applicable Treasury regulations (and with all required attachments,          
including, where the non-United States Person is providing a Form W-8IMY, Forms 
W-8BEN, W-8EXP or W-9 from all persons treated as beneficially owning an        
interest in the Class X or Class N Certificate through such non-U.S. Person     
either directly, through an intermediary or through another entity that is      
treated as a partnership for U.S. federal income tax purposes), a properly      
completed Internal Revenue Service Form W-8IMY, Form W-8BEN, Form W-8EXP or Form
W-8ECI from such non-United States Person. No Class N or Class X Certificate may
be pledged or used as collateral for any obligation if it would cause any       
portion of the Trust Fund to be treated as a taxable mortgage pool under Section
7701(i) of the Code.                                                            

       No transfer of an ERISA-Restricted Certificate that is a Class R-X or
Class R Certificate shall be registered unless the Trustee and the Certificate  
Registrar shall have received a representation from the transferee of such      
Certificate, acceptable to and in form and substance satisfactory to the Trustee
and the Certificate Registrar (such requirement is satisfied only by the        
Certificate Registrar's receipt of a representation letter from the transferee  
substantially in the form of Exhibit K hereto), to the effect that such         
transferee is not an employee benefit plan or arrangement subject to Title I of 
ERISA, a plan subject to Section 4975 of the Code or a plan subject to any      
state, local, federal, non-U.S. or other law substantively similar to the       
foregoing provisions of ERISA or the Code ("Similar Law") (collectively, a      
"Plan"), and is not directly or indirectly acquiring the Certificate for, on    
behalf of or with any assets of any such Plan.                                  

        No transfer of an ERISA-Restricted Certificate (other than a Class R-X
or Class R Certificate) shall be registered unless the Trustee and the          
Certificate Registrar shall have received (i) a representation from the         
transferee of such Certificate, acceptable to and in form and substance         
satisfactory to the Trustee and the Certificate Registrar (such requirement is  
satisfied only by the Certificate Registrar's receipt of a representation letter
from the transferee substantially in the form of Exhibit I hereto), to the      
effect that such transferee is not a Plan and is not directly or indirectly     
acquiring the Certificate for, on behalf of or with any assets of any such Plan,
(ii) if the Certificate has been the subject of an ERISA-Qualifying             
Underwriting, a representation from the transferee, acceptable to and in form   
and substance satisfactory to the Trustee and the Certificate Registrar (such   
requirement is satisfied only by the Certificate Registrar's receipt of a       
representation letter from the transferee substantially in the form of Exhibit I
hereto), that the transferee is an insurance company that is acquiring the      
Certificate with assets of an "insurance company general account" as defined in 
Section V(e) of Prohibited Transaction Class Exemption ("PTCE") 95-60 and the   
acquisition and holding of the Certificate are covered and exempt under Sections
I and III of PTCE 95-60, or (iii) solely in the case of a Definitive            
Certificate, an Opinion of Counsel satisfactory to the Trustee and the          
Certificate Registrar, and upon which the Trustee and the Certificate Registrar 
shall be entitled to rely, to the effect that the acquisition and holding of    
such Certificate by the transferee will not result in a nonexempt prohibited    
transaction under Title I of ERISA or Section 4975 of the Code, or a violation  
of Similar Law, and will not subject the Certificate Registrar, the Depositor,  
the Servicer or the Trustee to any obligation in addition to those undertaken by
such entities in this Agreement, which opinion of counsel shall not be an       
expense of the Certificate Registrar, the Depositor, the Servicer or the        
Trustee. The representations in clause (i) or (ii) of the preceding sentence    
shall be deemed to have been made to the Certificate Registrar and the Trustee  
by the Certificate Owner's acceptance of the beneficial interest in any such    
class of ERISA-Restricted Certificates, unless the Trustee and the Certificate  
Registrar shall have received from the transferee an alternative representation 
acceptable in form and substance to the Trustee and the Certificate Registrar.  

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 Notwithstanding any other provision herein to the contrary, any
purported transfer of an ERISA-Restricted Certificate to or on behalf of a Plan 
without the delivery to the Trustee and the Certificate Registrar of a          
representation or an Opinion of Counsel satisfactory to the Trustee and the     
Certificate Registrar as described above shall be void and of no effect. None of
the Certificate Registrar, the Depositor, the Servicer or the Trustee shall be  
under any liability to any Person for any registration or transfer of any       
ERISA-Restricted Certificate that is in fact not permitted by this Section      
5.02(d) nor shall the Paying Agent be under any liability for making any        
payments due on such ERISA-Restricted Certificate to the holder thereof or      
taking any other action with respect to such holder under the provisions of this
Agreement so long as the transfer was registered by the Certificate Registrar in
accordance with the foregoing requirements. The Certificate Registrar,          
Depositor, Servicer, Paying Agent and/or Trustee shall be entitled, but not     
obligated, to recover from any holder of any ERISA-Restricted Certificate that  
was in fact a Plan and that held such ERISA-Restricted Certificate in violation 
of this Section 5.02(d) all payments made on such ERISA-Restricted Certificate  
at and after the time it commenced such holding. Any such payments so recovered 
shall be paid and delivered to the last preceding holder of such                
ERISA-Restricted Certificate that is not a Plan.                                

 Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such   
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably appointed the Depositor or its designee as its attorney-in-fact
to negotiate the terms of any mandatory sale under clause (v) below and to      
execute all instruments of transfer and to do all other things necessary in     
connection with any such sale, and the rights of each Person acquiring any      
Ownership Interest in a Residual Certificate are expressly subject to the       
following provisions:                                                           

              (i) Each Person holding or acquiring any Ownership
Interest in a Residual Certificate shall be a Permitted Transferee and shall    
promptly notify the Certificate Registrar of any change or impending change in  
its status as a Permitted Transferee.                                           

                   (ii) No Person shall acquire an Ownership Interest in a
Residual Certificate unless such Ownership Interest is a pro rata undivided     
interest.                                                                       

                 (iii) In connection with any proposed transfer of any
Ownership Interest in a Residual Certificate, the Certificate Registrar shall as
a condition to registration of the transfer, require delivery to it, in form and
substance satisfactory to it, of each of the following:                         

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                            (A) an affidavit in the form of Exhibit K hereto
from the proposed transferee to the effect that, among other things, such       
transferee is a Permitted Transferee and that it is not acquiring its Ownership 
Interest in the Residual Certificate that is the subject of the proposed        
transfer as a nominee, trustee or agent for any Person who is not a Permitted   
Transferee; and                                                                 

                            (B) a covenant of the proposed transferee to the
effect that the proposed transferee agrees to be bound by and to abide by the   
transfer restrictions applicable to the Residual Certificates.                  

                     (iv) Any attempted or purported transfer of any Ownership
Interest in a Residual Certificate in violation of the provisions of this       
Section shall be absolutely null and void and shall vest no rights in the       
purported transferee. If any purported transferee shall, in violation of the    
provisions of this Section, become a Holder of a Residual Certificate, then the 
prior Holder of such Residual Certificate that is a Permitted Transferee shall, 
upon discovery that the registration of transfer of such Residual Certificate   
was not in fact permitted by this Section, be restored to all rights as Holder  
thereof retroactive to the date of registration of transfer of such Residual    
Certificate. The Certificate Registrar shall be under no liability to any Person
for any registration of transfer of a Residual Certificate that is in fact not  
permitted by this Section or for making any distributions due on such Residual  
Certificate to the Holder thereof or taking any other action with respect to    
such Holder under the provisions of this Agreement so long as the Certificate   
Registrar received the documents specified in clause (iii). The Trustee shall be
entitled to recover from any Holder of a Residual Certificate that was in fact  
not a Permitted Transferee at the time such distributions were made all         
distributions made on such Residual Certificate. Any such distributions so      
recovered by the Trustee shall be distributed and delivered by the Trustee to   
the prior Holder of such Residual Certificate that is a Permitted Transferee.   

               (v) If any Person other than a Permitted Transferee
acquires any Ownership Interest in a Residual Certificate in violation of the   
restrictions in this Section, then the Certificate Registrar shall have the     
right but not the obligation, without notice to the Holder of such Residual     
Certificate or any other Person having an Ownership Interest therein, to notify 
the Depositor to arrange for the sale of such Residual Certificate. The proceeds
of such sale, net of commissions (which may include commissions payable to the  
Depositor or its affiliates in connection with such sale), expenses and taxes   
due, if any, will be remitted by the Trustee to the previous Holder of such     
Residual Certificate that is a Permitted Transferee, except that in the event   
that the Trustee determines that the Holder of such Residual Certificate may be 
liable for any amount due under this Section or any other provisions of this    
Agreement, the Trustee may withhold a corresponding amount from such remittance 
as security for such claim. The terms and conditions of any sale under this     
clause (v) shall be determined in the sole discretion of the Trustee and it     
shall not be liable to any Person having an Ownership Interest in a Residual    
Certificate as a result of its exercise of such discretion.                     

                (vi) If any Person other than a Permitted Transferee
acquires any Ownership Interest in a Residual Certificate in violation of the   
restrictions in this Section, then the Trustee will provide to the Internal     
Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of 
the Code, information needed to compute the tax imposed under Section 860E(e)(5)
of the Code on transfers of residual interests to disqualified organizations.   
The Trustee shall be entitled to reasonable compensation for providing such     
information from the person to whom it is provided.                             

The foregoing provisions of this Section shall cease to apply to transfers      
occurring on or after the date on which there shall have been delivered to the  
Certificate Registrar, in form and substance satisfactory to the Certificate    
Registrar, (i) written notification from each Rating Agency that the removal of 
the restrictions on Transfer set forth in this Section will not cause such      
Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of
Counsel to the effect that such removal will not cause any REMIC hereunder to   
fail to qualify as a REMIC.                                                     

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

       All Certificates surrendered for registration of transfer or exchange
shall be cancelled by the Certificate Registrar and disposed of pursuant to its 
standard procedures.                                                            

 Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

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

Section 5.04 Persons Deemed Owners.                           

      The Servicer, the Depositor, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of the Servicer, the Depositor, the Certificate  
Registrar, any Paying Agent or the Trustee may treat the Person, including a    
Depository, in whose name any Certificate is registered as the owner of such    
Certificate for the purpose of receiving distributions pursuant to Section 4.01 
and 4.02 and for all other purposes whatsoever, and none of the Servicer, the   
Trust, the Trustee, any Paying Agent nor any agent of any of them shall be      
affected by notice to the contrary.                                             

Section 5.05 Appointment of Paying Agent.                     

      The Paying Agent shall make distributions to Certificateholders from
the Distribution Account pursuant to Section 4.01 and 4.02 and shall report the 
amounts of such distributions to the Trustee. The duties of the Paying Agent may
include the obligation (i) to withdraw funds from the Collection Account        
pursuant to Section 3.05 and for the purpose of making the distributions        
referred to above and (ii) to distribute statements and provide information to  
Certificateholders as required hereunder. The Paying Agent hereunder shall at   
all times be an entity duly incorporated and validly existing under the laws of 
the United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by    
federal or state authorities. The Paying Agent shall initially be the Trustee.  
The Trustee may appoint a successor to act as Paying Agent, which appointment   
shall be reasonably satisfactory to the Depositor and the Rating Agencies. The  
Trustee as Paying Agent shall be subject to the same standards of care,         
limitations on liability and rights to indemnity as the Trustee, and the        
provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14, 8.15 and 8.16 shall  
apply to the Paying Agent to the same extent as they apply to the Trustee. Any  
Paying Agent appointed in accordance with this Section 5.05 may at any time     
resign by giving at least 30 days' advance written notice of resignation to the 
Trustee, the Servicer and the Depositor, such resignation to become effective   
upon appointment of a successor Paying Agent.                                   

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ARTICLE VI

THE SELLER, THE SERVICER AND THE DEPOSITOR

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

         The Seller and the Servicer shall be liable in accordance herewith only
to the extent of the obligations specifically imposed upon and undertaken by the
Seller or Servicer, as the case may be, herein. The Depositor shall be liable in
accordance herewith only to the extent of the obligations specifically imposed  
upon and undertaken by the Depositor.                                           

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

        Any entity into which the Seller, the Servicer or the Depositor may be
merged or consolidated, or any entity resulting from any merger, conversion or  
consolidation to which the Seller, the Servicer or the Depositor shall be a     
party, or any corporation succeeding to the business of the Seller, the Servicer
or the Depositor, shall be the successor of the Seller, the Servicer or the     
Depositor, as the case may be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything     
herein to the contrary notwithstanding; provided, however, that the successor   
Servicer shall satisfy all the requirements of Section 7.02 with respect to the 
qualifications of a successor Servicer.                                         

  Section 6.03 Limitation on Liability of the Servicer and Others.

        Neither the Servicer nor any of the directors or officers or employees
or agents of the Servicer shall be under any liability to the Trust or the      
Certificateholders for any action taken or for refraining from the taking of any
action by the Servicer in good faith pursuant to this Agreement, or for errors  
in judgment; provided, however, that this provision shall not protect the       
Servicer or any such Person against any liability which would otherwise be      
imposed by reason of its willful misfeasance, bad faith or gross negligence in  
the performance of duties of the Servicer or by reason of its reckless disregard
of its obligations and duties of the Servicer hereunder; provided, further, that
this provision shall not be construed to entitle the Servicer to indemnity in   
the event that amounts advanced by the Servicer to retire any senior lien exceed
Liquidation Proceeds (in excess of related liquidation expenses) realized with  
respect to the related Mortgage Loan. The Servicer and any director or officer  
or employee or agent of the Servicer may rely in good faith on any document of  
any kind prima facie properly executed and submitted by any Person respecting   
any matters arising hereunder. The Servicer and any director or officer or      
employee or agent of the Servicer shall be indemnified by the Trust and held    
harmless against any loss, liability or expense incurred in connection with any 
legal action relating to this Agreement or the Certificates, other than any     
loss, liability or expense incurred by reason of its willful misfeasance, bad   
faith or negligence in the performance of duties hereunder or by reason of its  
reckless disregard of obligations and duties hereunder. The Servicer may        
undertake any such action which it may deem necessary or desirable in respect of
this Agreement, and the rights and duties of the parties hereto and the         
interests of the Certificateholders hereunder. In such event, the reasonable    
legal expenses and costs of such action and any liability resulting therefrom   
shall be expenses, costs and liabilities of the Trust and the Servicer shall be 
entitled to pay such expenses from the proceeds of the Trust or to be reimbursed
therefor pursuant to Section 3.05 upon presentation to the Trustee of           
documentation of such expenses, costs and liabilities. The Servicer's right to  
indemnity or reimbursement pursuant to this Section shall survive any           
resignation or termination of the Servicer pursuant to Section 6.04 or 7.01 with
respect to any losses, expenses, costs or liabilities arising prior to such     
resignation or termination (or arising from events that occurred prior to such  
resignation or termination). This paragraph shall apply to the Servicer solely  
in its capacity as Servicer hereunder and in no other capacities.               

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Section 6.04 Servicer Not to Resign.                          

 Subject to the provisions of Section 7.01 and Section 6.02, the
Servicer shall not resign from the obligations and duties hereby imposed on it  
except (i) upon determination that the performance of its obligations or duties 
hereunder are no longer permissible under applicable law or are in material     
conflict by reason of applicable law with any other activities carried on by it 
or its subsidiaries or Affiliates, the other activities of the Servicer so      
causing such a conflict being of a type and nature carried on by the Servicer or
its subsidiaries or Affiliates at the date of this Agreement or (ii) upon       
satisfaction of the following conditions: (a) the Servicer has proposed a       
successor servicer to the Trustee in writing and such proposed successor        
servicer is reasonably acceptable to the Trustee; and (b) each Rating Agency    
shall have delivered a letter to the Trustee prior to the appointment of the    
successor servicer stating that the proposed appointment of such successor      
servicer as Servicer hereunder will not result in the reduction or withdrawal of
the then current rating of the Regular Certificates; or the ratings that are in 
effect; provided, however, that no such resignation by the Servicer shall become
effective until such successor servicer or, in the case of (i) above, the       
Trustee shall have assumed the Servicer's responsibilities and obligations      
hereunder or the Trustee shall have designated a successor servicer in          
accordance with Section 7.02. Any such resignation shall not relieve the        
Servicer of responsibility for any of the obligations specified in Sections 7.01
and 7.02 as obligations that survive the resignation or termination of the      
Servicer. Any such determination permitting the resignation of the Servicer     
pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. Any such determination permitting the          
resignation of the Servicer shall be evidenced by an Opinion of Counsel to such 
effect delivered to the Trustee.                                                

      The Trustee and the Depositor hereby specifically (i) consent to the
pledge and assignment by the Servicer of all the Servicer's right, title and    
interest in, to and under this Agreement to the Servicing Rights Pledgee, for   
the benefit of certain lenders, and (ii) provided that no Servicer Event of     
Termination exists, agree that upon delivery to the Trustee by the Servicing    
Rights Pledgee of a letter signed by the Servicer whereunder the Servicer shall 
resign as Servicer under this Agreement, the Trustee shall appoint the Servicing
Rights Pledgee or its designee as successor Servicer, provided that at the time 
of such appointment, the Servicing Rights Pledgee or such designee meets the    
requirements of a successor Servicer pursuant to Section 7.02(a) and agrees to  
be subject to the terms of this Agreement. If, pursuant to any provision hereof,
the duties of the Servicer are transferred to a successor, the entire amount of 
the Servicing Fee and other compensation payable to the Servicer pursuant hereto
shall thereafter be payable to such successor.                                  

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Section 6.05 Delegation of Duties.                            

  In the ordinary course of business, the Servicer at any time may
delegate any of its duties hereunder to any Person, including any of its        
Affiliates, who agrees to conduct such duties in accordance with standards      
comparable to those set forth in Section 3.01. Such delegation shall not relieve
the Servicer of its liabilities and responsibilities with respect to such duties
and shall not constitute a resignation within the meaning of Section 6.04. The  
Servicer shall provide the Trustee and the Rating Agencies with 60 days prior   
written notice prior to the delegation of any of its duties to any Person other 
than any of the Servicer's Affiliates or their respective successors and        
assigns.                                                                        

ARTICLE VII 

 DEFAULT

Section 7.01 Servicer Events of Termination.                  

              (a) If any one of the following events (each, a "Servicer Event of
Termination") shall occur and be continuing:                                    

                    (i) (A) The failure by the Servicer to make any required
Advance; or (B) any other failure by the Servicer to deposit in the Collection  
Account or Distribution Account any deposit required to be made under the terms 
of this Agreement which continues unremedied for a period of one Business Day   
after the date upon which written notice of such failure shall have been given  
to the Servicer by the Trustee or by any Holder of a Regular Certificate        
evidencing at least 25% of the Voting Rights; or                                

                 (ii) The failure by the Servicer to make any required
Servicing Advance which failure continues unremedied for a period of 30 days, or
the failure by the Servicer duly to observe or perform, in any material respect,
any other covenants, obligations or agreements of the Servicer as set forth in  
this Agreement, which failure continues unremedied for a period of 30 days,     
after the date (A) on which written notice of such failure, requiring the same  
to be remedied, shall have been given to the Servicer by the Trustee or by any  
Holder of a Regular Certificate evidencing at least 25% of the Voting Rights or 
(B) actual knowledge of such failure by a Servicing Officer of the Servicer; or 

                     (iii) The entry against the Servicer of a decree or order
by a court or agency or supervisory authority having jurisdiction in the        
premises for the appointment of a trustee, conservator, receiver or liquidator  
in any insolvency, conservatorship, receivership, readjustment of debt,         
marshalling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, and the continuance of any such decree or     
order unstayed and in effect for a period of 60 days; or                        

                    (iv) The Servicer shall voluntarily go into liquidation,
consent to the appointment of a conservator or receiver or liquidator or similar
person in any insolvency, readjustment of debt, marshalling of assets and       
liabilities or similar proceedings of or relating to the Servicer or of or      
relating to all or substantially all of its property; or a decree or order of a 
court or agency or supervisory authority having jurisdiction in the premises for
the appointment of a conservator, receiver, liquidator or similar person in any 
insolvency, readjustment of debt, marshalling of assets and liabilities or      
similar proceedings, or for the winding-up or liquidation of its affairs, shall 
have been entered against the Servicer and such decree or order shall have      
remained in force undischarged, unbonded or unstayed for a period of 60 days; or
the Servicer shall admit in writing its inability to pay its debts generally as 
they become due, file a petition to take advantage of any applicable insolvency 
or reorganization statute, make an assignment for the benefit of its creditors  
or voluntarily suspend payment of its obligations; or                           

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                  (v) The aggregate amount of cumulative Realized Losses
incurred since the Cut-off Date through the last day of the related Collection  
Period divided by the Pool Balance as of the Cut-off Date exceeds the applicable
percentages set forth below with respect to such Distribution Date:             

DISTRIBUTION DATE OCCURRING IN                      PERCENTAGE                  
------------------------------                      ----------                  
June 2008 through May 2009                          4.30%                       
June 2009 through May 2010                          6.25%                       
June 2010 through May 2011                          8.00%                       
June 2011 and thereafter                            8.50%                       

            (b) Then, and in each and every such case, so long as a Servicer
Event of Termination shall not have been remedied within the applicable grace   
period, (x) with respect solely to clause (i)(A) above, if such Advance is not  
made by 2:00 P.M., New York time, on the Business Day immediately following the 
Servicer Remittance Date, the Trustee may terminate all of the rights and       
obligations of the Servicer under this Agreement and the Trustee, or a successor
servicer appointed in accordance with Section 7.02, shall immediately make such 
Advance and assume, pursuant to Section 7.02, the duties of a successor Servicer
and (y) in the case of (i)(B), (ii), (iii), (iv) and (v) above, the Trustee     
shall, at the direction of the Holders of each Class of Regular Certificates    
evidencing Percentage Interests aggregating not less than 51%, by notice then   
given in writing to the Servicer (and to the Trustee if given by Holders of     
Certificates), terminate all of the rights and obligations of the Servicer as   
servicer under this Agreement. Any such notice to the Servicer shall also be    
given to each Rating Agency, the Depositor and the Seller. On or after the      
receipt by the Servicer (and by the Trustee if such notice is given by the      
Holders) of such written notice, all authority and power of the Servicer under  
this Agreement, whether with respect to the Certificates or the Mortgage Loans  
or otherwise, shall pass to and be vested in the Trustee pursuant to and under  
this Section; and, without limitation, the Trustee is hereby authorized and     
empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or         
accomplish all other acts or things necessary or appropriate to effect the      
purposes of such notice of termination, whether to complete the transfer and    
endorsement of each Mortgage Loan and Related Documents or otherwise. The       
Servicer agrees to cooperate with the Trustee (or the applicable successor      
Servicer) in effecting the termination of the responsibilities and rights of the
Servicer hereunder, including, without limitation, the delivery to the Trustee  
of all documents and records requested by it to enable it to assume the         
Servicer's functions under this Agreement within ten Business Days subsequent to
such notice, the transfer within one Business Day subsequent to such notice to  
the Trustee (or the applicable successor Servicer) for the administration by it 
of all cash amounts that shall at the time be held by the Servicer and to be    
deposited by it in the Collection Account, the Distribution Account, any REO    
Account or any Escrow Account or that have been deposited by the Servicer in    
such accounts or thereafter received by the Servicer with respect to the        
Mortgage Loans or any REO Property received by the Servicer. All reasonable     
costs and expenses (including attorneys' fees) incurred in connection with      
transferring the servicing to the successor Servicer and amending this Agreement
to reflect such succession as Servicer pursuant to this Section shall be paid by
the predecessor Servicer (or if the predecessor Servicer is the Trustee, the    
initial Servicer) upon presentation of reasonable documentation of such costs   
and expenses.                                                                   

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Section 7.02 Trustee to Act; Appointment of Successor.        

            (a) Within 90 days of the time the Servicer (and the Trustee, if
notice is sent by the Holders) receives a notice of termination pursuant to     
Section 7.01 or 6.04, the Trustee (or such other successor Servicer as is       
approved in accordance with this Agreement) shall be the successor in all       
respects to the Servicer in its capacity as servicer under this Agreement and   
the transactions set forth or provided for herein and shall be subject to all   
the responsibilities, duties and liabilities relating thereto placed on the     
Servicer by the terms and provisions hereof arising on and after its succession.
As compensation therefor, the Trustee (or such other successor Servicer) shall  
be entitled to such compensation as the Servicer would have been entitled to    
hereunder if no such notice of termination had been given. Notwithstanding the  
above, (i) if the Trustee is unwilling to act as successor Servicer or (ii) if  
the Trustee is legally unable so to act, the Trustee shall appoint or petition a
court of competent jurisdiction to appoint, any established housing and home    
finance institution, bank or other mortgage loan or home equity loan servicer   
having a net worth of not less than $50,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties  
or liabilities of the Servicer hereunder; provided, that the appointment of any 
such successor Servicer will not result in the qualification, reduction or      
withdrawal of the ratings assigned to the Certificates or the ratings that are  
in effect by the Rating Agencies as evidenced by a letter to such effect from   
the Rating Agencies; and provided further that the representations and          
warranties in Section 2.05 shall be true and correct as to such successor       
Servicer. Pending appointment of a successor to the Servicer hereunder, unless  
the Trustee is prohibited by law from so acting, the Trustee shall act in such  
capacity as hereinabove provided. In connection with such appointment and       
assumption, the successor shall be entitled to receive compensation out of      
payments on Mortgage Loans in an amount equal to the compensation which the     
Servicer would otherwise have received pursuant to Section 3.18 (or such other  
compensation as the Trustee and such successor shall agree, not to exceed the   
Servicing Fee). The successor servicer shall be entitled to withdraw from the   
Collection Account all costs and expenses associated with the transfer of the   
servicing to the successor servicer. The appointment of a successor servicer    
shall not affect any liability of the predecessor Servicer which may have arisen
under this Agreement prior to its termination as Servicer to pay any deductible 
under an insurance policy pursuant to Section 3.12 or to indemnify the parties  
indicated in Section 3.26 pursuant to the terms thereof, nor shall any successor
Servicer be liable for any acts or omissions of the predecessor Servicer or for 
any breach by such Servicer of any of its representations or warranties         
contained herein or in any related document or agreement. The Trustee and such  
successor shall take such action, consistent with this Agreement, as shall be   
necessary to effectuate any such succession.                                    

  In the event of a Servicer Event of Termination, notwithstanding
anything to the contrary above, the Trustee and the Depositor hereby agree that 
upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed 
by the Servicer within ten Business Days of when notification of such event     
shall have been provided to the Trustee, whereunder the Servicer shall resign as
Servicer under this Agreement, the Servicing Rights Pledgee or its designee     
shall be appointed as successor Servicer (provided that at the time of such     
appointment the Servicing Rights Pledgee or such designee meets the requirements
of a successor Servicer set forth above) and the Servicing Rights Pledgee agrees
to be subject to the terms of this Agreement.                                   

        (b) Any successor, including the Trustee, to the Servicer as
servicer shall during the term of its service as servicer continue to service   
and administer the Mortgage Loans for the benefit of Certificateholders, and    
maintain in force a policy or policies of insurance covering errors and         
omissions in the performance of its obligations as Servicer hereunder and a     
Fidelity Bond in respect of its officers, employees and agents to the same      
extent as the Servicer is so required pursuant to Section 3.12.                 

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Section 7.03 Waiver of Defaults.                              

        The Holders of Certificates entitled to at least 66 2/3% of the Voting
Rights allocated to the Class of Certificates affected by a Servicer Event of   
Termination may, on behalf of all Certificateholders, waive any events          
permitting removal of the Servicer as servicer pursuant to this Article VII,    
provided, however, that such Holders may not waive a default in making a        
required distribution on a Certificate without the consent of the Holder of such
Certificate. Upon any waiver of a past default, such default shall cease to     
exist and any Servicer Event of Termination arising therefrom shall be deemed to
have been remedied for every purpose of this Agreement. No such waiver shall    
extend to any subsequent or other default or impair any right consequent thereto
except to the extent expressly so waived. Notice of any such waiver shall be    
given by the Trustee to the Rating Agencies.                                    

Section 7.04 Notification to Certificateholders.              

             (a) On any termination or appointment of a successor the Servicer
pursuant to this Article VII or Section 6.04, the Trustee shall give prompt     
written notice thereof to the Certificateholders at their respective addresses  
appearing in the Certificate Register and each Rating Agency.                   

             (b) No later than 60 days after the occurrence of any event which
constitutes or which, with notice or a lapse of time or both, would constitute a
Servicer Event of Termination for five Business Days after a Responsible Officer
of the Trustee becomes aware of the occurrence of such an event, the Trustee    
shall transmit by mail to all Certificateholders notice of such occurrence      
unless such default or Servicer Event of Termination shall have been waived or  
cured. Such notice shall be given to the Rating Agencies promptly after any such
occurrence.                                                                     

Section 7.05 Survivability of Servicer Liabilities.           

      Notwithstanding anything herein to the contrary, upon termination of
the Servicer hereunder, any liabilities of the Servicer which accrued prior to  
such termination shall survive such termination.                                

ARTICLE VIII

 THE TRUSTEE

Section 8.01 Duties of Trustee.                               

         The Trustee, prior to the occurrence of a Servicer Event of Termination
of which a Responsible Officer of the Trustee shall have actual knowledge and   
after the curing of all Servicer Events of Termination which may have occurred, 
undertakes to perform such duties and only such duties as are specifically set  
forth in this Agreement. If a Servicer Event of Termination has occurred (which 
has not been cured) of which a Responsible Officer has actual knowledge, the    
Trustee shall exercise such of the rights and powers vested in it by this       
Agreement, and use the same degree of care and skill in their exercise, as a    
prudent person would exercise or use under the circumstances in the conduct of  
such person's own affairs.                                                      

         The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the      
Trustee which are specifically required to be furnished pursuant to any         
provision of this Agreement, shall examine them to determine whether they       
conform on their face to the requirements of this Agreement to the extent       
specified herein; provided, however, that that the Trustee shall not be         
responsible for the accuracy or content of any resolution, certificate,         
statement, opinion, report, document, order or other instrument furnished by the
Servicer, the Seller or the Depositor hereunder. If any such instrument is found
not to conform in any material respect to the requirements of this Agreement,   
the Trustee shall notify the Certificateholders of such instrument in the event 
that the Trustee, after so requesting, does not receive a satisfactorily        
corrected instrument.                                                           

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  No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure  
to act or its own misconduct; provided, however, that:                          

              (i) prior to the occurrence of a Servicer Event of
Termination, and after the curing of all such Servicer Events of Termination    
which may have occurred, the duties and obligations of the Trustee shall be     
determined solely by the express provisions of this Agreement, the Trustee shall
not be liable except for the performance of such duties and obligations as are  
specifically set forth in this Agreement, no implied covenants or obligations   
shall be read into this Agreement against the Trustee and, in the absence of bad
faith on the part of the Trustee, the Trustee may conclusively rely, as to the  
truth of the statements and the correctness of the opinions expressed therein,  
upon any certificates or opinions furnished to the Trustee and conforming on    
their face to the requirements of this Agreement to the extent specified herein;

                (ii) the Trustee shall not be liable for an error of
judgment made in good faith by a Responsible Officer of the Trustee unless it   
shall be proved that the Trustee was negligent in ascertaining or investigating 
the facts related thereto;                                                      

                     (iii) the Trustee shall not be liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance 
with the direction of the Majority Certificateholders relating to the time,     
method and place of conducting any proceeding for any remedy available to the   
Trustee or exercising or omitting to exercise any trust or power conferred upon 
the Trustee under this Agreement; and                                           

                   (iv) the Trustee shall not be charged with knowledge of
any failure by the Servicer to comply with the obligations of the Servicer      
referred to in clauses (i) and (ii) of Section 7.01(a) or any Servicer Event of 
Termination unless a Responsible Officer of the Trustee at the applicable       
Corporate Trust Office obtains actual knowledge of such failure or the Trustee  
receives written notice of such failure from the Servicer or the Majority       
Certificateholders. In the absence of such receipt of such notice, the Trustee  
may conclusively assume that there is no Servicer Event of Termination.         

      The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties     
hereunder, or in the exercise of any of its rights or powers, if there is       
reasonable ground for believing that the repayment of such funds or adequate    
indemnity against such risk or liability is not reasonably assured to it, and   
none of the provisions contained in this Agreement shall in any event require   
the Trustee to perform, or be responsible for the manner of performance of, any 
of the obligations of the Servicer under this Agreement, except during such     
time, if any, as the Trustee shall be the successor to, and be vested with the  
rights, duties, powers and privileges of, the Servicer in accordance with the   
terms of this Agreement; provided, however, the Trustee shall not seek          
reimbursement or repayment of any of its expenses from the Trust Fund except in 
connection with expenses that would constitute "unanticipated expenses" under   
Treasury Regulation 1.860G-1(b)(3)(ii).                                         

       The Trustee shall not have any duty (A) to see any recording, filing,
or depositing of this Agreement or any agreement referred to herein or any      
financing statement or continuation statement evidencing a security interest, or
to see to the maintenance of any such recording or filing or depositing or to   
any rerecording, refiling or redepositing of any thereof, (B) to see to any     
insurance or (C) to see to the payment or discharge of any tax, assessment, or  
other governmental charge or any lien or encumbrance of any kind owing with     
respect to, assessed or levied against, any part of the Trust Fund other than   
from funds available in the Distribution Account.                               

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

Section 8.02 Certain Matters Affecting the Trustee.           

(a) Except as otherwise provided in Section 8.01:   

                   (i) the Trustee may request and rely upon, and shall be
protected in acting or refraining from acting upon, any resolution, Officer's   
Certificate, certificate of auditors or any other certificate, statement,       
instrument, opinion, report, notice, request, consent, order, appraisal, bond or
other paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties;                             

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

                  (iii) the Trustee shall not be under any obligation to
exercise any of the rights or powers vested in it by this Agreement, or to      
institute, conduct or defend any litigation hereunder or in relation hereto, at 
the request, order or direction of the Certificateholders pursuant to the       
provisions of this Agreement, unless such Certificateholders shall have offered 
to the Trustee reasonable security or indemnity against the costs, expenses and 
liabilities which may be incurred therein or thereby; the right of the Trustee  
to perform any discretionary act enumerated in this Agreement shall not be      
construed as a duty, and the Trustee shall not be answerable for other than its 
negligence or willful misconduct in the performance of any such act;            

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

              (v) prior to the occurrence of a Servicer Event of
Termination and after the curing of all Servicer Events of Termination which may
have occurred, the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,  
opinion, report, notice, request, consent, order, approval, bond or other paper 
or documents, unless requested in writing to do so by the Majority              
Certificateholder; provided, however, that if the payment within a reasonable   
time to the Trustee of the costs, expenses or liabilities likely to be incurred 
by it in the making of such investigation is, in the opinion of the Trustee not 
reasonably assured to the Trustee by the security afforded to it by the terms of
this Agreement, the Trustee may require reasonable indemnity against such cost, 
expense or liability as a condition to such proceeding. The reasonable expense  
of every such examination shall be paid by the Servicer or, if paid by the      
Trustee shall be reimbursed by the Servicer upon demand. Nothing in this clause 
(v) shall derogate from the obligation of the Servicer to observe any applicable
law prohibiting disclosure of information regarding the Mortgagors;             

                     (vi) the Trustee shall not be accountable, shall have any
liability or make any representation as to any acts or omissions hereunder of   
the Servicer until such time as the Trustee may be required to act as Servicer  
pursuant to Section 7.02;                                                       

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                     (vii) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through      
agents or attorneys or a custodian and the Trustee shall not be responsible for 
any misconduct or negligence on the part of any such agent, attorney or         
custodian appointed by it with due care; and                                    

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

     Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.

       The recitals contained herein and in the Certificates (other than the
authentication of the Trustee on the Certificates) shall be taken as the        
statements of the Seller, and the Trustee does not assume any responsibility for
the correctness of the same. The Trustee makes no representations as to the     
validity or sufficiency of this Agreement or of the Certificates (other than the
signature and authentication of the Trustee on the Certificates) or of any      
Mortgage Loan or Related Document. The Trustee shall not be accountable for the 
use or application by the Servicer, or for the use or application of any funds  
paid to the Servicer in respect of the Mortgage Loans or deposited in or        
withdrawn from the Collection Account by the Servicer. The Trustee shall not at 
any time have any responsibility or liability for or with respect to the        
legality, validity and enforceability of any Mortgage or any Mortgage Loan, or  
the perfection and priority of any Mortgage or the maintenance of any such      
perfection and priority, or for or with respect to the sufficiency of the Trust 
or its ability to generate the payments to be distributed to Certificateholders 
under this Agreement, including, without limitation: the existence, condition   
and ownership of any Mortgaged Property; the existence and enforceability of any
hazard insurance thereon (other than if the Trustee shall assume the duties of  
the Servicer pursuant to Section 7.02); the validity of the assignment of any   
Mortgage Loan to the Trustee or of any intervening assignment; the completeness 
of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section 
7.02); the compliance by the Depositor, the Seller or the Servicer with any     
warranty or representation made under this Agreement or in any related document 
or the accuracy of any such warranty or representation prior to the Trustee's   
receipt of notice or other discovery of any non-compliance therewith or any     
breach thereof; any investment of monies by or at the direction of the Servicer 
or any loss resulting therefrom; the acts or omissions of any of the Servicer   
(other than if the Trustee shall assume the duties of the Servicer pursuant to  
Section 7.02), or any Mortgagor; any action of the Servicer (other than if the  
Trustee shall assume the duties of the Servicer pursuant to Section 7.02), taken
in the name of the Trustee; the failure of the Servicer to act or perform any   
duties required of it as agent of the Trustee hereunder; or any action by the   
Trustee taken at the instruction of the Servicer (other than if the Trustee     
shall assume the duties of the Servicer pursuant to Section 7.02); provided,    
however, that the foregoing shall not relieve the Trustee of its obligation to  
perform its duties under this Agreement. The Trustee shall not have any         
responsibility for filing any financing or continuation statement in any public 
office at any time or to otherwise perfect or maintain the perfection of any    
security interest or lien granted to it hereunder.                              

Section 8.04 Trustee May Own Certificates.                    

    The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights as it would have if it    
were not Trustee and may transact any banking and trust business with the       
Seller, the Servicer, the Depositor or their Affiliates.                        

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Section 8.05 Seller to Pay Trustee Fees and Expenses.         

  The Trustee shall withdraw from the Distribution Account on each
Distribution Date and pay to itself the Trustee Fee pursuant to Section 4.01(i) 
and, to the extent the Interest Remittance Amount is at any time insufficient   
for such purpose, the Seller shall pay such fees as reasonable compensation     
(which shall not be limited by any provision of law in regard to the            
compensation of a trustee of an express trust) for all services rendered by it  
in the execution of the trusts hereby created and in the exercise and           
performance of any of the powers and duties hereunder of the Trustee, and the   
Seller will pay or reimburse the Trustee upon its request for all reasonable    
expenses, disbursements and advances incurred or made by the Trustee in         
accordance with any of the provisions of this Agreement (including the          
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement  
or advance as may arise from such party's negligence or bad faith or which is   
the responsibility of Certificateholders, the Trustee hereunder. Notwithstanding
any other provision of this Agreement, including Section 2.03(a) and Section    
2.04, to the contrary, the Seller covenants and agrees to indemnify the Trustee 
and its officers, directors, employees and agents from, and hold each of them   
harmless against, any and all losses, liabilities, damages, claims or expenses  
incurred in connection with (a) any legal action relating to this Agreement, the
Custodial Agreement, the Certificates or incurred in connection with the        
administration of the Trust, other than with respect to a party, any loss,      
liability or expense incurred by reason of willful misfeasance, bad faith or    
negligence of such party in the performance of its duties hereunder or by reason
of such party's reckless disregard of obligations and duties hereunder and (b)  
the second paragraph of Section 2.01. Anything in this Agreement to the contrary
notwithstanding, in no event shall the Trustee be liable for special, indirect  
or consequential loss or damage of any kind whatsoever (including but not       
limited to lost profits), even if the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action. The Trustee and any
director, officer, employee or agent of the Trustee shall be indemnified, to the
extent not paid by the Seller pursuant to this Section, by the Trust Fund and   
held harmless against any loss, liability or expense (not including expenses,   
disbursements and advances incurred or made by the Trustee, in the ordinary     
course of the Trustee's performance in accordance with the provisions of this   
Agreement) incurred by the Trustee or such party arising out of or in connection
with the acceptance or administration of its duties under this Agreement, other 
than in connection with the indemnification provided pursuant to clause (a)     
above, any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence in the performance by the Trustee of its duties under   
this Agreement or by reason of the reckless disregard of the Trustee's          
obligations and duties under this Agreement. This section shall survive         
termination of this Agreement or the resignation or removal of any Trustee      
hereunder.                                                                      

Section 8.06 Eligibility Requirements for Trustee.            

         The Trustee hereunder shall at all times be a Department of Housing and
Urban Development and Federal Housing Administration approved mortgagee, an     
entity duly organized and validly existing under the laws of the United States  
of America or any state thereof, authorized under such laws to exercise         
corporate trust powers, having a combined capital and surplus of at least       
$50,000,000 and a minimum long-term debt rating of BBB by Fitch and S&P and a   
long term debt rating of at least A1 or better by Moody's, and subject to       
supervision or examination by federal or state authority. If such entity        
publishes reports of condition at least annually, pursuant to law or to the     
requirements of the aforesaid supervising or examining authority, then for the  
purposes of this Section 8.06, the combined capital and surplus of such entity  
shall be deemed to be its combined capital and surplus as set forth in its most 
recent report of condition so published. The principal office of the Trustee    
(other than the initial Trustee) shall be in a state with respect to which an   
Opinion of Counsel has been delivered to such Trustee at the time such Trustee  
is appointed Trustee to the effect that the Trust will not be a taxable entity  
under the laws of such state. In case at any time the Trustee shall cease to be 
eligible in accordance with the provisions of this Section 8.06, the Trustee    
shall resign immediately in the manner and with the effect specified in Section 
8.07.                                                                           

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Section 8.07 Resignation or Removal of Trustee.               

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

     If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written      
request therefor by the Depositor, or if at any time the Trustee shall be       
legally unable to act, or shall be adjudged a bankrupt or insolvent, or a       
receiver of the Trustee or of its property shall be appointed, or any public    
officer shall take charge or control of the Trustee or of its property or       
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee. If the Depositor or the Servicer removes the  
Trustee under the authority of the immediately preceding sentence, the Depositor
shall promptly appoint a successor Trustee by written instrument, in duplicate, 
one copy of which instrument shall be delivered to the Trustee so removed and   
one copy to the successor Trustee.                                              

       The Majority Certificateholders may at any time remove the Trustee by
written instrument or instruments delivered to the Servicer, the Depositor and  
the Trustee; the Depositor shall thereupon use its best efforts to appoint a    
successor Trustee in accordance with this Section.                              

Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall  
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.                                                       

Section 8.08 Successor Trustee.                               

   Any successor Trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Rating Agencies, the     
Servicer and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee  
shall become effective, and such successor Trustee, without any further act,    
deed or conveyance, shall become fully vested with all the rights, powers,      
duties and obligations of its predecessor hereunder, with like effect as if     
originally named as Trustee. The Depositor, the Servicer and the predecessor    
Trustee shall execute and deliver such instruments and do such other things as  
may reasonably be required for fully and certainly vesting and confirming in the
successor Trustee all such rights, powers, duties and obligations.              

   No successor Trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor Trustee shall 
be eligible under the provisions of Section 8.06 and the appointment of such    
successor Trustee shall not result in a downgrading of the Regular Certificates 
by either Rating Agency, as evidenced by a letter from each Rating Agency.      

      Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, the successor Trustee shall mail notice of the appointment of
a successor Trustee hereunder to all Holders of Certificates at their addresses 
as shown in the Certificate Register and to each Rating Agency.                 

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Section 8.09 Merger or Consolidation of Trustee.              

      Any entity into which the Trustee may be merged or converted or with
which it may be consolidated, or any entity resulting from any merger,          
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder, provided such entity shall be eligible under the provisions of       
Section 8.06 and 8.08, without the execution or filing of any paper or any      
further act on the part of any of the parties hereto, anything herein to the    
contrary notwithstanding.                                                       

Section 8.10 Appointment of Co-Trustee or Separate Trustee.   

      Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which  
any part of the Trust or any Mortgaged Property may at the time be located, the 
Depositor and the Trustee acting jointly shall have the power and shall execute 
and deliver all instruments to appoint one or more Persons approved by the      
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or       
separate trustee or separate trustees, of all or any part of the Trust, and to  
vest in such Person or Persons, in such capacity and for the benefit of the     
Certificateholders, such title to the Trust, or any part thereof, and, subject  
to the other provisions of this Section 8.10, such powers, duties, obligations, 
rights and trusts as the Servicer and the Trustee may consider necessary or     
desirable. Any such co-trustee or separate trustee shall be subject to the      
written approval of the Servicer. If the Servicer shall not have joined in such 
appointment within 15 days after the receipt by it of a request so to do, or in 
the case a Servicer Event of Termination shall have occurred and be continuing, 
the Trustee alone shall have the power to make such appointment. No co-trustee  
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor Trustee under Section 8.06, and no notice to Certificateholders  
of the appointment of any co-trustee or separate trustee shall be required under
Section 8.08. The Servicer shall be responsible for the fees of any co-trustee  
or separate trustee appointed hereunder.                                        

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

                    (i) all rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and exercised or 
performed by the Trustee and such separate trustee or co-trustee jointly (it    
being understood that such separate trustee or co-trustee is not authorized to  
act separately without the Trustee joining in such act), except to the extent   
that under any law of any jurisdiction in which any particular act or acts are  
to be performed (whether as Trustee hereunder or as successor to the Servicer   
hereunder), the Trustee shall be incompetent or unqualified to perform such act 
or acts, in which event such rights, powers, duties and obligations (including  
the holding of title to the Trust or any portion thereof in any such            
jurisdiction) shall be exercised and performed singly by such separate trustee  
or co-trustee, but solely at the direction of the Trustee;                      

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

                     (iii) the Servicer and the Trustee, acting jointly may at
any time accept the resignation of or remove any separate trustee or co-trustee 
except that following the occurrence of a Servicer Event of Termination, the    
Trustee acting alone may accept the resignation or remove any separate trustee  
or co-trustee.                                                                  

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

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

Section 8.11 Limitation of Liability.                         

     The Certificates are executed by the Trustee, not in its individual
capacity but solely as Trustee of the Trust, in the exercise of the powers and  
authority conferred and vested in it by this Agreement. Each of the undertakings
and agreements made on the part of the Trustee in the Certificates is made and  
intended not as a personal undertaking or agreement by the Trustee but is made  
and intended for the purpose of binding only the Trust.                         

Section 8.12 Trustee May Enforce Claims Without Possession of 
Certificates.                                                                   

           (a) All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the          
possession of any of the Certificates or the production thereof in any          
proceeding relating thereto, and such proceeding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee for the benefit of all 
Holders of such Certificates, subject to the provisions of this Agreement. Any  
recovery of judgment shall, after provision for the payment of the reasonable   
compensation, expenses, disbursement and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Certificateholders in respect of     
which such judgment has been recovered.                                         

       (b) The Trustee shall afford the Seller, the Depositor, the
Servicer and each Certificateholder upon reasonable notice during normal        
business hours, access to all records maintained by the Trustee in respect of   
its duties hereunder and access to officers of the Trustee responsible for      
performing such duties. The Trustee shall cooperate fully with the Seller, the  
Servicer, the Depositor and such Certificateholder and shall make available to  
the Seller, the Servicer, the Depositor and such Certificateholder for review   
and copying at the expense of the party requesting such copies, such books,     
documents or records as may be requested with respect to the Trustee's duties   
hereunder. The Seller, the Depositor, the Servicer and the Certificateholders   
shall not have any responsibility or liability for any action or failure to act 
by the Trustee and are not obligated to supervise the performance of the Trustee
under this Agreement or otherwise.                                              

Section 8.13 Suits for Enforcement.                           

 In case a Servicer Event of Termination or other default by the
Servicer or the Seller hereunder shall occur and be continuing, the Trustee may 
proceed to protect and enforce its rights and the rights of the                 
Certificateholders under this Agreement by a suit, action or proceeding in      
equity or at law or otherwise, whether for the specific performance of any      
covenant or agreement contained in this Agreement or in aid of the execution of 
any power granted in this Agreement or for the enforcement of any other legal,  
equitable or other remedy, as the Trustee, being advised by counsel, and subject
to the foregoing, shall deem most effectual to protect and enforce any of the   
rights of the Trustee and the Certificateholders.                               

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Section 8.14 Waiver of Bond Requirement.                      

     The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part     
thereof, may be located that the Trustee post a bond or other surety with any   
court, agency or body whatsoever.                                               

         Section 8.15 Waiver of Inventory, Accounting and Appraisal Requirement.

     The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part     
thereof, may be located that the Trustee file any inventory, accounting or      
appraisal of the Trust with any court, agency or body at any time or in any     
manner whatsoever.                                                              

Section 8.16 Compliance with National Housing Act of 1934.    

   In performing its duties hereunder with respect to FHA Loans, the
Trustee shall comply with all requirements of the National Housing Act of 1934, 
as amended.                                                                     

ARTICLE IX

REMIC AND GRANTOR TRUST ADMINISTRATION

Section 9.01 REMIC Administration.                            

              (a) The Trustee shall make or cause to be made REMIC elections for
each of REMIC 1, REMIC 2, REMIC B-1, REMIC B-2, REMIC B-3, REMIC B-4, REMIC B-5,
REMIC B-6 and REMIC X/N as set forth in the Preliminary Statement on Forms 1066 
or other appropriate federal tax or information return for the taxable year     
ending on the last day of the calendar year in which the Certificates are       
issued. The regular interests and residual interest in each REMIC shall be as   
designated in the Preliminary Statement.                                        

             (b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC within the meaning of section 860G(a)(9) of the Code.                

            (c) The Servicer shall pay any and all tax related expenses (not
including taxes) of each REMIC, including but not limited to any professional   
fees or expenses related to audits or any administrative or judicial proceedings
with respect to such REMIC that involve the Internal Revenue Service or state   
tax authorities, but only to the extent that (i) such expenses are ordinary or  
routine expenses, including expenses of a routine audit but not expenses of     
litigation (except as described in (ii)); or (ii) such expenses or liabilities  
(including taxes and penalties) are attributable to the negligence or willful   
misconduct of the Servicer in fulfilling its duties hereunder. The Servicer     
shall be entitled to reimbursement of expenses to the extent provided in clause 
(i) above from the Collection Account, but only to the extent that such expenses
are "unanticipated expenses" under Treasury Regulations Section                 
1.860G-1(b)(3)(ii).                                                             

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

            (e) The Holder of the Residual Certificates with respect to each
REMIC holding the largest Percentage Interest shall be the "tax matters person" 
as defined in the REMIC Provisions (the "Tax Matters Person") with respect to   
the applicable REMIC or REMICs, and the Trustee is irrevocably designated as and
shall act as attorney-in-fact and agent for such Tax Matters Person for each    
REMIC. The Trustee, as agent for the Tax Matters Person, shall perform, on      
behalf of each REMIC, all reporting and other tax compliance duties that are the
responsibility of such REMIC under the Code, the REMIC Provisions, or other     
compliance guidance issued by the Internal Revenue Service or any state or local
taxing authority. Among its other duties, if required by the Code, the REMIC    
Provisions, or other such guidance, the Trustee, as agent for the Tax Matters   
Person, shall provide (i) to the Treasury or other governmental authority such  
information as is necessary for the application of any tax relating to the      
transfer of a Residual Certificate to any disqualified person or organization   
and (ii) to the Certificateholders such information or reports as are required  
by the Code or REMIC Provisions.                                                

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

            (g) Each Holder of a Residual Certificate shall pay when due its
pro rata share of any and all taxes imposed on any REMIC by federal or state    
governmental authorities. To the extent that such REMIC taxes are not paid by   
Residual Certificateholders, the Trustee shall pay any remaining REMIC taxes out
of current or future amounts otherwise distributable to the Holder of the       
Residual Certificate in each REMIC or, if no such amounts are available, out of 
other amounts held in the Collection Account, and shall reduce amounts otherwise
payable to Holders of the REMIC Regular Interests or the Certificates, as the   
case may be.                                                                    

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

          (i) No additional contributions of assets shall be made to any
REMIC, except as expressly provided in this Agreement with respect to Eligible  
Substitute Mortgage Loans.                                                      

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         (j) Neither the Trustee nor the Servicer shall enter into any
arrangement by which any REMIC will receive a fee or other compensation for     
services.                                                                       

              (k) On or before April 15 of each calendar year beginning in 2006,
the Servicer shall deliver to the Trustee and each Rating Agency an Officer's   
Certificate stating the Servicer's compliance with the provisions of this       
Section 9.01.                                                                   

       (l) The Trustee shall treat the rights of the Cap Carryover
Certificates to receive Net WAC Carryover Amounts (i) from the Monthly Excess   
Cashflow Amount as a right in interest rate cap contracts written by the Holder 
of the Class X/N Interest, and (ii) from the Reserve Account as a right in      
interest rate cap contracts written by the Trustee, in favor of the Holders of  
the Cap Carryover Certificates, and the Trustee shall account for such as       
property held separate and apart from the regular interests it holds in each of 
the REMICs created hereunder. This provision is intended to satisfy the         
requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of   
property rights coupled with regular interests to be separately respected and   
shall be interpreted consistent with such regulation. On each Distribution Date,
to the extent the Cap Carryover Certificates receive payments in respect of Net 
WAC Carryover Amounts pursuant to Section 4.02(b)(xxxvi) or (xxvii), such       
interest will be treated as distributed on the REMIC 2 X/N Interest, then on the
REMIC X/N X/N Interest and then paid to the respective Class of Cap Carryover   
Certificates pursuant to the related interest rate cap agreement.               

(m) [RESERVED]                                      

         (n) In the event that the beneficial ownership of the Class N
Certificates and the Class X Certificates is held by a single Person for federal
income tax purposes or by multiple Persons who beneficially own the Class N and 
Class X Certificates proportionately, such Person or Persons shall be treated as
the direct or indirect beneficial owner of the Class X/N Interest and the REMIC 
X/N Regular Interest represented thereby. In the event the Trustee receives     
written notice that beneficial ownership of the Class N and the Class X         
Certificates is held by two or more Persons for tax purposes that do not        
beneficially own the Class N and Class X Certificates proportionately, the      
Trustee shall treat the Class N Certificateholders and the Class X              
Certificateholders as partners in a partnership that owns the Class X/N Interest
and the REMIC X/N Regular Interest represented thereby for federal income tax   
purposes and shall not treat the Class N and Class X Certificates as a direct   
interest in any REMIC created hereunder. By acquiring the Class N Certificates  
and the Class X Certificates, the respective Holders will agree to treat the    
Class N Certificates and the Class X Certificates in the manner described in the
preceding sentences for federal income tax purposes in the event that the       
beneficial ownership of the Class N Certificates and the Class X Certificates is
separated. In such event, (i) a separate capital account shall be established   
and maintained for each Holder of a Class N or Class X Certificate in accordance
with Treasury Regulations Section 1.704-1(b)(2)(iv), which shall be credited    
with income or gain and debited by any expenses (including any payments deemed  
made to the Holders of any of the Cap Carryover Certificates on interest rate   
cap agreements for federal income tax purposes) or losses and distributions     
allocable to such Certificates, (ii) the Class N Certificates shall be allocated
income in an amount equal to interest at the Pass-Through Rate thereon and any  
original issue discount that would be reportable thereon if the Class N         
Certificate were a debt instrument issued on the date ownership of the Class N  
and Class X Certificates is separated, with a principal balance equal to its    
Notional Amount, (iii) the Class X and Class N Certificates shall be allocated  
income with respect to all prepayment penalties (including amounts in connection
with the full or partial waiver of such prepayment penalties or premiums        
pursuant to Section 3.01) in accordance with the allocation of such amounts     
pursuant to Section 4.02(c), to the extent not allocated pursuant to Section    
9.01(n)(ii) above, (iv) the Class X and Class N Certificates shall be allocated 
accruals (under any reasonable method) of any "cap premiums" deemed received on 
the date ownership of the Class X and Class N Certificates is separated in      
respect of the obligation of the Class X/N Interest to pay Net WAC Carryover    
Amounts, and shall be allocated expense in respect of such Net WAC Carryover    
Amounts based on which one of such Classes economically bears such expense, (v) 
the Class X Certificates shall be allocated all remaining income and any        
expenses and Realized Losses with respect to the Class X/N Interest, until the  
capital account of the Class X Certificates is reduced to zero, and any         
remaining expenses or losses shall be allocated to the Class N Certificates,    
(vi) neither the Class N Certificates nor the Class X Certificates shall be     
responsible for restoring any deficit to its capital account, (vii) upon        
termination of the Trust Fund pursuant to Article X, all amounts available for  
distribution to Holders of the Class N and Class X Certificates shall be        
distributed in accordance with their positive capital account balances, first to
the Class N Certificates until their Notional Amount and any accrued but unpaid 
interest thereon are reduced to zero, and then to the Class X Certificates, and 
(viii) the Trustee shall maintain books and records with respect to the         
partnership on a calendar year basis (unless a different taxable year shall be  
required by the Code) and shall prepare or cause to be prepared, and cause the  
Holder of the largest Percentage Interest of the Class X Certificates to sign   
and file or cause to be filed all federal and state tax and information returns 
for the partnership, and shall furnish or cause to be furnished Schedule K-1 to 
the Holders of the Class N and Class X Certificates at the time required by the 
Code. Unless otherwise directed by a majority of the Percentage Interests of the
Class X and Class N Certificates, the Trustee shall not make an election under  
Section 754 of the Code. The Holder of the largest Percentage Interest of the   
Class X Certificates, by acceptance of its Class X Certificate, agrees to act as
"tax matters partner" (within the meaning of Section 6231(a)(7) of the Code) and
to sign and timely file all federal and state partnership tax and information   
returns prepared by the Trustee pursuant to this Section 9.01(n).               

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Section 9.02 Prohibited Transactions and Activities.          

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

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

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

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Section 9.04 REO Property.                                    

             (a) Subject to compliance with applicable laws and regulations as
shall at any time be in force, and notwithstanding any other provision of this  
Agreement, the Servicer, acting on behalf of the Trust hereunder, shall not     
rent, lease, or otherwise earn income on behalf of any REMIC constituting part  
of the Trust Fund with respect to any REO Property which might cause such REO   
Property to fail to qualify as "foreclosure" property within the meaning of     
section 860G(a)(8) of the Code or result in the receipt by any REMIC            
constituting part of the Trust Fund of any "income from non-permitted assets"   
within the meaning of section 860F(a)(2) of the Code or any "net income from    
foreclosure property" which is subject to tax under the REMIC Provisions unless 
the Servicer has advised the Trustee in writing to the effect that, under the   
REMIC Provisions, such action would not adversely affect the status of any REMIC
constituting part of the Trust Fund as a REMIC and any income generated for such
REMIC by the REO Property would not result in the imposition of a tax upon such 
REMIC.                                                                          

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

Section 9.05 Grantor Trust Administration.                    

      The parties intend that the portions of the Trust Fund consisting of
the REMIC X/N X/N Interest and the obligation to pay Net WAC Carryover Amounts  
(other than such amounts funded by the Reserve Account), shall be treated as a  
"grantor trust" under the Code, and the provisions hereof shall be interpreted  
consistently with this intention. In furtherance of such intention, the Trustee 
shall furnish or cause to be furnished (i) to the Holders of the Cap Carryover  
Certificates and (ii) to the Holder of the Class X and Class N Certificates (if 
there is a single beneficial owner thereof) or to itself on behalf of the       
partnership comprised of the Holders of the Class X and Class N Certificates (if
there are two or more beneficial owners thereof), and shall file or cause to be 
filed with the Internal Revenue Service together with Form 1041 or such other   
form as may be applicable, indicating their allocable shares of income with     
respect to the property held by the Grantor Trust, at the time or times and in  
the manner required by the Code.                                                

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ARTICLE X 

 TERMINATION

Section 10.01 Termination.                                    

              (a) The respective obligations and responsibilities of the Seller,
the Servicer, the Depositor, the Trustee and the Certificate Registrar created  
hereby (other than the obligation of the Trustee to make certain payments to    
Certificateholders after the final Distribution Date and the obligation of the  
Servicer to send certain notices as hereinafter set forth) shall terminate upon 
notice to the Trustee upon the earliest of (i) the Distribution Date on which   
the Certificate Principal Balance of each Class of Certificates has been reduced
to zero, (ii) the final payment or other liquidation of the last Mortgage Loan  
in the Trust Fund, and (iii) the optional purchase by the Servicer of the       
Mortgage Loans as described below. Notwithstanding the foregoing, in no event   
shall the trust created hereby continue beyond the expiration of 21 years from  
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James, living on the date   
hereof.                                                                         

  The Servicer (or an Affiliate) may, at its option, terminate the
Mortgage Loans in the Trust Fund and retire the Certificates on the next        
succeeding Distribution Date upon which the current Pool Balance is 10% or less 
of the Pool Balance of the Mortgage Loans as of the Cut-off Date by purchasing  
all of the outstanding (i) Mortgage Loans in the Trust Fund at a price equal to 
the sum of the outstanding Principal Balance of the Mortgage Loans and except to
the extent previously advanced by the Servicer, accrued and unpaid interest     
thereon at the weighted average of the Mortgage Interest Rates through the end  
of the Collection Period preceding the final Distribution Date plus unreimbursed
Servicing Advances, Advances and any unpaid Servicing Fees allocable to such    
Mortgage Loans plus any costs or damages incurred by the Trust Fund in          
connection with any violation by such Mortgage Loan of any predatory or abusive 
lending laws and (ii) REO Properties in the Trust Fund at a price equal to their
fair market value as determined in good faith by the Servicer (the "Termination 
Price"). Notwithstanding the foregoing, the Servicer (or an Affiliate) may not  
exercise its optional purchase right unless any Reimbursement Amount owed to the
Trust pursuant to Section 2.03 hereof has been paid.                            

In connection with any such purchase pursuant to the preceding
paragraph, the Servicer shall deliver to the Trustee for deposit in the         
Distribution Account all amounts then on deposit in the Collection Account (less
amounts permitted to be withdrawn by the Servicer pursuant to Section 3.07),    
which deposit shall be deemed to have occurred immediately following such       
purchase.                                                                       

        Any such purchase shall be accomplished by delivery to the Trustee for
deposit into the Distribution Account as part of Available Funds on the         
Determination Date before such Distribution Date of the Termination Price.      

           (b) Notice of any termination, specifying the Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which  
the Certificateholders may surrender their Certificates to the Trustee for      
payment of the final distribution and cancellation, shall be given promptly by  
the Trustee upon the Trustee receiving notice of such date from the Servicer, by
letter to the Certificateholders mailed not earlier than the 15th day of the    
month preceding the month of such final distribution and not later than the 15th
day of the month of such final distribution specifying (1) the Distribution Date
upon which final distribution of the Certificates will be made upon presentation
and surrender of such Certificates at the office or agency of the Trustee       
therein designated, (2) the amount of any such final distribution and (3) that  
the Record Date otherwise applicable to such Distribution Date is not           
applicable, distributions being made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified. Not less 
than five (5) Business Days prior to such Determination Date relating to such   
Distribution Date, the Trustee shall notify the Seller of the amount of any     
unpaid Reimbursement Amount owed to the Trust.                                  

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        (c) Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to the Holders of the Certificates on the 
Distribution Date for such final distribution, in proportion to the Percentage  
Interests of their respective Class and to the extent that funds are available  
for such purpose, an amount equal to the amount required to be distributed to   
such Holders in accordance with the provisions of Section 10.02.                

            (d) In the event that all Certificateholders shall not surrender
their Certificates for final payment and cancellation on or before such final   
Distribution Date, the Trustee shall promptly following such date cause all     
funds in the Distribution Account not distributed in final distribution to      
Certificateholders to be withdrawn therefrom and credited to the remaining      
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Servicer (if the Servicer has       
exercised its right to purchase the Mortgage Loans) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders, to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within nine months after the second notice all the     
Certificates shall not have been surrendered for cancellation, the Class R      
Certificateholders shall be entitled to all unclaimed funds and other assets    
which remain subject hereto and the Trustee upon transfer of such funds shall be
discharged of any responsibility for such funds, and such Certificateholders    
shall look to the Class R Certificateholders for payment.                       

Section 10.02 Additional Termination Requirements.            

            (a) In the event that the Servicer exercises its purchase option
as provided in Section 10.01, the Trust shall be terminated in accordance with  
the following additional requirements, unless the Trustee shall have been       
furnished with an Opinion of Counsel to the effect that the failure of the Trust
to comply with the requirements of this Section will not (i) result in the      
imposition of taxes on "prohibited transactions" of the Trust as defined in     
Section 860F of the Code or (ii) cause any REMIC constituting part of the Trust 
Fund to fail to qualify as a REMIC at any time that any Certificates are        
outstanding:                                                                    

                  (i) The Trustee shall designate a date within 90 days prior to
the final Distribution Date as the date of adoption of plans of complete        
liquidation delivered to it by the Servicer of each of the remaining REMICs     
included in the Trust Fund and shall specify such date in the final federal     
income tax return of each REMIC;                                                

             (ii) After the date of adoption of such plans of complete
liquidation and at or prior to the final Distribution Date, the Trustee shall   
sell all of the assets of the Trust to the Servicer for cash; and               

               (iii) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be distributed
or credited in the following order of priority (A) (i) to the Holders of each of
the Class AV-1, Class AV-2, Class AV-3, Class AF-1A, Class AF-1B, Class AF-1C,  
Class AF-2, Class AF-3 and Class AF-4 Certificates, pro rata and (ii) to the    
Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3,    
Class B-4, Class B-5 and Class B-6 Certificates, the related Certificate        
Principal Balance, as applicable, plus one month's interest thereon at the      
applicable Pass-Through Rate, (B) (i) to the Class R Certificates, the Class R  
Excess Interest Amount of any remaining Monthly Excess Interest, (ii) any Net   
WAC Carryover Amounts not previously distributed and (iii) to the Class N and   
Class X Certificates in respect of the Class X/N Interest, the amount of any    
remaining Monthly Excess Cash Flow Amounts not previously distributed thereon   
and not distributed to the Class R Certificates, (C) to the remaining REMIC     
Regular Interests the amounts allocable thereto pursuant to Section 4.08 and (D)
to the Class R Certificateholders, all cash on hand in respect of the related   
REMIC or REMICs after such payment (other than cash retained to meet claims) and
the Trust shall terminate at such time.                                         

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        (b) By their acceptance of Certificates, the Holders thereof
hereby agree to appoint the Trustee as their attorney in fact to: (i) designate 
such date of adoption of plans of complete liquidation and (ii) to take such    
other action in connection therewith as may be reasonably required to carry out 
such plans of complete liquidation all in accordance with the terms hereof.     

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Amendment.                                      

    This Agreement may be amended from time to time by the Seller, the
Depositor, the Servicer and the Trustee; and without the consent of the         
Certificateholders, (i) to cure any ambiguity, (ii) to correct or supplement any
provisions herein which may be defective or inconsistent with any other         
provisions herein, (iii) to make any other provisions with respect to matters or
questions arising under this Agreement, which shall not be inconsistent with the
provisions of this Agreement, or (iv) to comply with any requirements imposed by
the Code; provided, however, that any such action listed in clause (i) through  
(iv) above shall not adversely affect in any respect the interests of any       
Certificateholder, as evidenced by (i) notice in writing to the Depositor, the  
Servicer and the Trustee from the Rating Agencies that such action will not     
result in the reduction or withdrawal of the rating of any outstanding Class of 
Certificates with respect to which it is a Rating Agency, or (ii) an Opinion of 
Counsel delivered to the Servicer and the Trustee.                              

         In addition, this Agreement may be amended from time to time by Seller,
the Depositor, the Servicer and the Trustee, with the consent of the Majority   
Certificateholders for the purpose of adding any provisions to or changing in   
any manner or eliminating any of the provisions of this Agreement or of         
modifying in any manner the rights of the Holders of Certificates; provided,    
however, that no such amendment or waiver shall (x) reduce in any manner the    
amount of, or delay the timing of, payments on the Certificates which are       
required to be made on any Certificate without the consent of the Holder of such
Certificate, (y) adversely affect in any material respect the interests of the  
Holders of any Class of Certificates in a manner other than as described in     
clause (x) above, without the consent of the Holders of Certificates of such    
Class evidencing at least a 66 2/3% Percentage Interest in such Class, or (z)   
reduce the percentage of Voting Rights required by clause (y) above without the 
consent of the Holders of all Certificates of such Class then outstanding. Upon 
approval of an amendment, a copy of such amendment shall be sent to the Rating  
Agencies. Prior to the execution of any amendment to this Agreement, the Trustee
shall be entitled to receive and rely upon an Opinion of Counsel (at the expense
of the Person seeking such amendment) stating that the execution of such        
amendment is authorized or permitted by this Agreement. The Trustee may, but    
shall not be obligated to, enter into any such amendment which affects the      
Trustee's own rights, duties or immunities under this Agreement.                

      Notwithstanding any provision of this Agreement to the contrary, the
Trustee shall not consent to any amendment to this Agreement unless it shall    
have first received an Opinion of Counsel, delivered by (and at the expense of) 
the Person seeking such Amendment, to the effect that such amendment is         
permitted hereunder and will not result in the imposition of a tax on any REMIC 
constituting part of the Trust Fund pursuant to the REMIC Provisions or cause   
any REMIC constituting part of the Trust to fail to qualify as a REMIC at any   
time that any Certificates are outstanding and that the amendment is being made 
in accordance with the terms hereof.                                            

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      Promptly after the execution of any such amendment the Trustee shall
furnish, at the expense of the Person that requested the amendment if such      
Person is the Seller or the Servicer (but in no event at the expense of the     
Trustee), otherwise at the expense of the Trust, a copy of such amendment and   
the Opinion of Counsel referred to in the immediately preceding paragraph to the
Servicer and each Rating Agency.                                                

       It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment;    
instead it shall be sufficient if such consent shall approve the substance      
thereof. The manner of obtaining such consents and of evidencing the            
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.                       

Section 11.02 Recordation of Agreement; Counterparts.         

         To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all  
the counties or other comparable jurisdictions in which any or all of the       
properties subject to the Mortgages are situated, and in any other appropriate  
public recording office or elsewhere, such recordation to be effected by the    
Servicer at the expense of the Trust, but only upon direction of                
Certificateholders, accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the            
Certificateholders.                                                             

      For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed          
simultaneously in any number of counterparts, each of which counterparts shall  
be deemed to be an original, and such counterparts shall together constitute but
one and the same instrument.                                                    

Section 11.03 Limitation on Rights of Certificateholders.     

        The death or incapacity of any Certificateholder shall not (i) operate
to terminate this Agreement or the Trust, (ii) entitle such Certificateholder's 
legal representatives or heirs to claim an accounting or to take any action or  
proceeding in any court for a partition or winding up of the Trust, or (iii)    
otherwise affect the rights, obligations and liabilities of the parties hereto  
or any of them.                                                                 

     Except as expressly provided for herein, no Certificateholder shall
have any right to vote or in any manner otherwise control the operation and     
management of the Trust, or the obligations of the parties hereto, nor shall    
anything herein set forth or contained in the terms of the Certificates be      
construed so as to constitute the Certificateholders from time to time as       
partners or members of an association; nor shall any Certificateholder be under 
any liability to any third person by reason of any action taken by the parties  
to this Agreement pursuant to any provision hereof.                             

         No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law  
upon or under or with respect to this Agreement, unless such Holder previously  
shall have given to the Trustee a written notice of default and of the          
continuance thereof, as herein provided, and unless also the Holders of         
Certificates entitled to at least 25% of the Voting Rights shall have made      
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such    
reasonable indemnity as it may require against the costs, expenses and          
liabilities to be incurred therein or thereby, and the Trustee for 15 days after
its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding. It is understood   
and intended, and expressly covenanted by each Certificateholder with every     
other Certificateholder and the Trustee, that no one or more Holders of         
Certificates shall have any right in any manner whatever by virtue of any       
provision of this Agreement to affect, disturb or prejudice the rights of the   
Holders of any other of such Certificates, or to obtain or seek to obtain       
priority over or preference to any other such Holder, which priority or         
preference is not otherwise provided for herein, or to enforce any right under  
this Agreement, except in the manner herein provided and for the equal, ratable 
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03 each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in    
equity.                                                                         

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Section 11.04 Governing Law; Jurisdiction.                    

      This Agreement shall be construed in accordance with the laws of the
State of New York, and the obligations, rights and remedies of the parties      
hereunder shall be determined in accordance with such laws. With respect to any 
claim arising out of this Agreement, each party irrevocably submits to the      
exclusive jurisdiction of the courts of the State of New York and the United    
States District Court located in the Borough of Manhattan in The City of New    
York, and each party irrevocably waives any objection which it may have at any  
time to the laying of venue of any suit, action or proceeding arising out of or 
relating hereto brought in any such courts, irrevocably waives any claim that   
any such suit, action or proceeding brought in any such court has been brought  
in any inconvenient forum and further irrevocably waives the right to object,   
with respect to such claim, suit, action or proceeding brought in any such      
court, that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.                           

Section 11.05 Notices.                                        

       All directions, demands and notices hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by 
first class mail, postage prepaid, or by express delivery service, to (a) in the
case of the Seller, Credit-Based Asset Servicing and Securitization LLC, 335    
Madison Avenue, 19th Floor, New York, New York 10017, Attention: Director -     
Mortgage Finance (telecopy number (212) 850-7760), or such other address or     
telecopy number as may hereafter be furnished to the Depositor and the Trustee  
in writing by the Seller, (b) in the case of the Trustee, U.S. Bank National    
Association, 60 Livingston Avenue, St. Paul, Minnesota 55107, Attention:        
Structured Finance C-BASS 2005-CB3, or such other address as may hereafter be   
furnished to the Depositor, the Seller and the Servicer in writing by the       
Trustee, (c) in the case of the Depositor, Merrill Lynch Mortgage Investors,    
Inc., 250 Vesey Street, 4 World Financial Center, 10th Floor, New York, New York
10080, Attention: Asset-Backed Finance, or such other address as may be         
furnished to the Seller, the Servicer and the Trustee in writing by the         
Depositor, and (d) in the case of the Servicer, Litton Loan Servicing LP, 4828  
Loop Central Drive, Houston, Texas 77081, Attention: Janice McClure, or such    
other address as may be furnished to the Seller, the Depositor and the Trustee  
in writing by the Servicer. Any notice required or permitted to be mailed to a  
Certificateholder shall be given by first class mail, postage prepaid, at the   
address of such Holder as shown in the Certificate Register. Notice of any      
Servicer Event of Termination shall be given by telecopy and by certified mail. 
Any notice so mailed within the time prescribed in this Agreement shall be      
conclusively presumed to have duly been given when mailed, whether or not the   
Certificateholder receives such notice. A copy of any notice required to be     
telecopied hereunder shall also be mailed to the appropriate party in the manner
set forth above.                                                                

Section 11.06 Severability of Provisions.                     

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

131 

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Section 11.07 Article and Section References.                 

   All article and section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.             

Section 11.08 Notice to the Rating Agencies.                  

              (a) Each of the Trustee and the Servicer shall be obligated to use
its best reasonable efforts promptly to provide notice to the Rating Agencies   
with respect to each of the following of which a Responsible Officer of the     
Trustee or the Servicer, as the case may be, has actual knowledge:              

           (i) any material change or amendment to this Agreement;

                 (ii) the occurrence of any Servicer Event of Termination that
has not been cured or waived;                                                   

               (iii) the resignation or termination of the Servicer or the
Trustee;                                                                        

                (iv) the final payment to Holders of the Certificates of any
Class;                                                                          

      (v) any change in the location of any Account; and

                (vi) if the Trustee is acting as successor Servicer pursuant
to Section 7.02 hereof, any event that would result in the inability of the     
Trustee to make Advances.                                                       

                  (vii) In addition, the Servicer shall promptly furnish to each
Rating Agency copies of the following:                                          

                      (A) each annual statement as to compliance
described in Section 3.19 hereof;                                               

                           (B) each annual independent public accountants'
servicing report described in Section 3.20 hereof; and                          

                         (C) each notice delivered pursuant to Section
7.01(a) hereof which relates to the fact that the Servicer has not made an      
Advance.                                                                        

        Any such notice pursuant to this Section 11.08 shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by    
first class mail, postage prepaid, or by express delivery service to Moody's    
Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: 
Managing Director, Residential Mortgage-Backed Securities; Fitch Ratings, One   
State Street Plaza, New York, New York 10004, Attention: Managing Director,     
Residential Mortgage-Backed Securities; Standard & Poor's, a division of The    
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041,         
Attention: Mortgage Surveillance Group; and Dominion Bond Rating Service, 55    
Broadway, 15th Floor, New York, NY 10006.                                       

Section 11.09 Further Assurances.                             

    Notwithstanding any other provision of this Agreement, neither the
Regular Certificateholders, nor the Trustee shall have any obligation to consent
to any amendment or modification of this Agreement unless they have been        
provided reasonable security or indemnity against their out-of-pocket expenses  
(including reasonable attorneys' fees) to be incurred in connection therewith.  

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Section 11.10 Section 11.10 Benefits of Agreement.            

         Nothing in this Agreement or in the Certificates, expressed or implied,
shall give to any Person, other than the Certificateholders and the parties     
hereto and their successors hereunder, any benefit or any legal or equitable    
right, remedy or claim under this Agreement.                                    

Section 11.11 Acts of Certificateholders.                     

      (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken 
by the Certificateholders may be embodied in and evidenced by one or more       
instruments of substantially similar tenor signed by such Certificateholders in 
person or by agent duly appointed in writing; and such action shall become      
effective when such instrument or instruments are delivered to the Trustee, the 
Seller and the Servicer. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "act" of 
the Certificateholders signing such instrument or instruments. Proof of         
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Agreement and conclusive in favor of the  
Trustee and the Trust, if made in the manner provided in this Section 11.11.    

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such       
execution or by the certificate of a notary public or other officer authorized  
by law to take acknowledgments of deeds, certifying that the individual signing 
such instrument or writing acknowledged to him the execution thereof. Whenever  
such execution is by a signer acting in a capacity other than his or her        
individual capacity, such certificate or affidavit shall also constitute        
sufficient proof of his authority.                                              

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

[SIGNATURE PAGES IMMEDIATELY FOLLOW]

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

                                         MERRILL LYNCH MORTGAGE INVESTORS, INC.,
                                as Depositor

                                         By:____________________________________
                      Name: Matthew Whalen
                  Title: President

                                  CREDIT-BASED ASSET SERVICING AND
                                                 SECURITIZATION LLC, as Seller

                                         By:____________________________________
                  Name: David Chin
                       Title: Vice President

                                       LITTON LOAN SERVICING LP, as Servicer

                                         By:____________________________________
                      Name: Janice McClure
                              Title: Senior Vice President

                                        U.S. BANK NATIONAL ASSOCIATION, not in
                                       its individual capacity but solely as
                                        Trustee for the 2005-CB3 Trust, C-BASS
                            Mortgage Loan Asset-Backed
                               Certificates, Series 2005-CB3

                                         By:____________________________________
       Name:
        Title:

EX-4.1 141st Page of 356 TOC 1st Previous Next ↓Bottom Just 141st
 EXHIBIT A-1

FORM OF THE CLASS AV-1 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER    
PROPERTY.                                                                       

C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
 SERIES 2005-CB3, CLASS AV-1

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class AV-1         Original Class Certificate Principal Balance
                                of the Class AV-1 Certificates as of the
                     Closing Date: $166,433,000.00

Pass-Through Rate: Variable(1)                                                  

Date of Pooling and Servicing       Initial Certificate Principal Balance:      
Agreement and Cut-off Date:         $166,433,000.00                             
May 1, 2005                                                                     

First Distribution                                                              
Date: June 25, 2005                 Servicer: Litton Loan Servicing LP          

No.                                 Trustee: U.S. Bank National Association     

CUSIP: 12489W KX 1                  Closing Date: June 9, 2005                  

ISIN: US12489WKX 10                                                             

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

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DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class    
AV-1 Certificates) in that certain beneficial ownership interest evidenced by   
all the Class AV-1 Certificates in the Trust Fund created pursuant to a Pooling 
and Servicing Agreement, dated as specified above (the "Agreement"), among      
Merrill Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor,"     
which term includes any successor entity under the Agreement), Credit-Based     
Asset Servicing and Securitization LLC (the "Seller"), the Servicer and the     
Trustee, a summary of certain of the pertinent provisions of which is set forth 
hereafter. To the extent not defined herein, the capitalized terms used herein  
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
AV-1 Certificates on such Distribution Date pursuant to the Agreement provided, 
however, that if any Class AV-1 Certificate becomes a Definitive Certificate,   
the Record Date for such Certificate will be the last Business Day of the month 
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class AV-1 Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

      The Class AV-1 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR          
Determination Date, plus the Class AV-1 Certificate Margin, (ii) the Group I    
Available Funds Cap and (iii) the Group I Maximum Rate Cap.                     

 A-1-2

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    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class AV-1 Certificates.                           

        The Class AV-1 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

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     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                    U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:   
                                        ----------------------------------------
                              Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                          U.S. BANK NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                              Authorized Signatory
Date of authentication: June 9, 2005                                            

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 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
JT TEN   -  as joint tenants with right                      -------------------
      of survivorship and not as                             (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

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ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

_______________________________________________________________________________ 
Dated:                                                                          

                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
_________________________________________________________________________for the
account of__________________________, account number___________________, or, if 
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.

, as its agent.           
---------------------                                               

 A-1-7

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 EXHIBIT A-2

FORM OF THE CLASS AV-2 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE 
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE 
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED 
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER    
PROPERTY.                                                                       

C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
 SERIES 2005-CB3, CLASS AV-2

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class AV-2       Original Class Certificate Principal Balance  
                            of the Class AV-2 Certificates as of the
                Closing Date: $60,385,000.00

Pass-Through Rate:  Variable(1)                                                 

Date of Pooling and Servicing     Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $60,385,000.00                       
May 1, 2005                                                                     
First Distribution                Servicer:  Litton Loan Servicing LP           
Date: June 25, 2005                                                             

No.                               Trustee:  U.S. Bank National Association      

CUSIP: 12489W KY 9                Closing Date:  June 9, 2005                   

ISIN: US12489WKY92                                                              

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

A-2-1 

EX-4.1 149th Page of 356 TOC 1st Previous Next ↓Bottom Just 149th
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class    
AV-2 Certificates) in that certain beneficial ownership interest evidenced by   
all the Class AV-2 Certificates in the Trust Fund created pursuant to a Pooling 
and Servicing Agreement, dated as specified above (the "Agreement"), among      
Merrill Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor,"     
which term includes any successor entity under the Agreement), Credit-Based     
Asset Servicing and Securitization LLC (the "Seller"), the Servicer and the     
Trustee, a summary of certain of the pertinent provisions of which is set forth 
hereafter. To the extent not defined herein, the capitalized terms used herein  
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
AV-2 Certificates on such Distribution Date pursuant to the Agreement provided, 
however, that if any Class AV-2 Certificate becomes a Definitive Certificate,   
the Record Date for such Certificate will be the last Business Day of the month 
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class AV-2 Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

      The Class AV-2 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR          
Determination Date, plus the Class AV-2 Certificate Margin, (ii) the Group I    
Available Funds Cap and (iii) the Group I Maximum Rate Cap.                     

A-2-2 

EX-4.1 150th Page of 356 TOC 1st Previous Next ↓Bottom Just 150th
    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class AV-2 Certificates.                           

        The Class AV-2 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

A-2-3 

EX-4.1 151st Page of 356 TOC 1st Previous Next ↓Bottom Just 151st
     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

A-2-4 

EX-4.1 152nd Page of 356 TOC 1st Previous Next ↓Bottom Just 152nd
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                  U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                            Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                          U.S. BANK NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                              Authorized Signatory

Date of authentication: June 9, 2005                                            

A-2-5 

EX-4.1 153rd Page of 356 TOC 1st Previous Next ↓Bottom Just 153rd
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                       (Cust)(Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                         to Minors Act
JT TEN   -  as joint tenants with right                      -----------------  
     ofsurvivorship and not as                             (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

A-2-6 

EX-4.1 154th Page of 356 TOC 1st Previous Next ↓Bottom Just 154th
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
 transfer(s) unto ______________________________________________________________
________________________________________________________________________(Please 
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          

                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________ for the
account of ____________________________, account number _______________, or, if 
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to __________________________. This      
information is provided by _______________________________________________, the 
assignee named above, or ________________________________________, as its agent.

A-2-7 

EX-4.1 155th Page of 356 TOC 1st Previous Next ↓Bottom Just 155th
 EXHIBIT A-3

FORM OF CLASS AV-3 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER    
PROPERTY.                                                                       

C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
 SERIES 2005-CB3, CLASS AV-3

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class AV-3       Original Class Certificate Principal Balance  
                            of the Class AV-3 Certificates as of the
                Closing Date: $7,391,000,.00

Pass-Through Rate:  Variable(1)                                                 

Date of Pooling and Servicing     Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $7,391,000.00                        
May 1, 2005                                                                     
First Distribution Date:          Servicer:  Litton Loan Servicing LP           
June 25, 2005                                                                   

No.                               Trustee:  U.S. Bank National Association      

CUSIP: 12489W KZ 6                Closing Date:  June 9, 2005                   

ISIN: US12489WKZ67                                                              

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

A-3-1 

EX-4.1 156th Page of 356 TOC 1st Previous Next ↓Bottom Just 156th
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class    
AV-3 Certificates) in that certain beneficial ownership interest evidenced by   
all the Class AV-3 Certificates in the Trust Fund created pursuant to a Pooling 
and Servicing Agreement, dated as specified above (the "Agreement"), among      
Merrill Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor,"     
which term includes any successor entity under the Agreement), Credit-Based     
Asset Servicing and Securitization LLC (the "Seller"), the Servicer and the     
Trustee, a summary of certain of the pertinent provisions of which is set forth 
hereafter. To the extent not defined herein, the capitalized terms used herein  
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
AV-3 Certificates on such Distribution Date pursuant to the Agreement provided, 
however, that if any Class AV-3 Certificate becomes a Definitive Certificate,   
the Record Date for such Certificate will be the last Business Day of the month 
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class AV-3 Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

      The Class AV-3 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR          
Determination Date, plus the Class AV-3 Certificate Margin, (ii) the Group I    
Available Funds Cap and (iii) the Group I Maximum Rate Cap.                     

A-3-2 

EX-4.1 157th Page of 356 TOC 1st Previous Next ↓Bottom Just 157th
    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class AV-3 Certificates.                           

        The Class AV-3 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

A-3-3 

EX-4.1 158th Page of 356 TOC 1st Previous Next ↓Bottom Just 158th
     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

A-3-4 

EX-4.1 159th Page of 356 TOC 1st Previous Next ↓Bottom Just 159th
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                  U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                            Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                          U.S. BANK NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                              Authorized Signatory

Date of authentication: June 9, 2005                                            

A-3-5 

EX-4.1 160th Page of 356 TOC 1st Previous Next ↓Bottom Just 160th
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
JT TEN   -  as joint tenants with right                      -------------------
      of survivorship  and not as                            (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

A-3-6 

EX-4.1 161st Page of 356 TOC 1st Previous Next ↓Bottom Just 161st
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          
                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________for the 
account of _________________________, account number ___________________, or, if
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by __________________________________________, the 
assignee named above, or ________________________________________, as its agent.

A-3-7 

EX-4.1 162nd Page of 356 TOC 1st Previous Next ↓Bottom Just 162nd
 EXHIBIT A-4

 FORM OF CLASS AF-1A CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").                     

C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS AF-1A

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class AF-1A      Original Class Certificate Principal Balance  
                             of the Class AF-1A Certificates as of the
                Closing Date: $10,000,000.00

Pass-Through Rate: 4.268%(1)                                                    

Date of Pooling and Servicing     Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $10,000,000.00                       
May 1, 2005                                                                     
First Distribution Date:          Servicer:  Litton Loan Servicing LP           
June 25, 2005                                                                   

No.                               Trustee:  U.S. Bank National Association      

CUSIP: 12489W LA 0                Closing Date:  June 9, 2005                   

ISIN: US12489WLA08                                                              

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

A-4-1 

EX-4.1 163rd Page of 356 TOC 1st Previous Next ↓Bottom Just 163rd
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class    
AF-1A Certificates) in that certain beneficial ownership interest evidenced by  
all the Class AF-1A Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among      
Merrill Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor,"     
which term includes any successor entity under the Agreement), Credit-Based     
Asset Servicing and Securitization LLC (the "Seller"), the Servicer and the     
Trustee, a summary of certain of the pertinent provisions of which is set forth 
hereafter. To the extent not defined herein, the capitalized terms used herein  
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
AF-1A Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class AF-1A Certificate becomes a Definitive Certificate,  
the Record Date for such Certificate will be the last Business Day of the month 
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class AF-1A            
Certificates the aggregate Initial Certificate Principal Balance of which is in 
excess of $5,000,000, or by check mailed by first class mail to the address of  
the Person entitled thereto, as such name and address shall appear on the       
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

         The Class AF-1A Pass-Through Rate on each Distribution Date will be the
per annum rate specified above, subject to increase as provided in the          
Agreement. Interest will accrue on the Class AF-1A Certificates during each     
Interest Accrual Period at a rate equal to the lesser of (i) LIBOR as of the    
related LIBOR Determination Date, plus the Class AF-1A Certificate Margin and   
(ii) the Group II Net Rate Cap for such Distribution Date.                      

A-4-2 

EX-4.1 164th Page of 356 TOC 1st Previous Next ↓Bottom Just 164th
    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class AF-1A Certificates.                          

         The Class AF-1A Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

A-4-3 

EX-4.1 165th Page of 356 TOC 1st Previous Next ↓Bottom Just 165th
     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

A-4-4 

EX-4.1 166th Page of 356 TOC 1st Previous Next ↓Bottom Just 166th
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                  U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                            Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                           U.S. BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                              Authorized Signatory

Date of authentication: June 9, 2005                                            

A-4-5 

EX-4.1 167th Page of 356 TOC 1st Previous Next ↓Bottom Just 167th
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM -  as tenants in common         UNIF GIFT MIN ACT - Custodian           
                                                 ---------
                                                     (Cust)(Minor)
TEN ENT -  as tenants by the entireties                     under Uniform Gifts 
                                                       to Minors Act
JT TEN  -  as joint tenants with right                      --------------------
    of survivorship and not as                             (State)
tenants in common                                         

Additional abbreviations may also be used though not in the above list.         

A-4-6 

EX-4.1 168th Page of 356 TOC 1st Previous Next ↓Bottom Just 168th
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _____________________________________________________________  
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________

Dated:                                                                          
                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_________________________________________________________________________for the
account of _________________________, account number ___________________, or, if
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by ___________________________________________, the
assignee named above, or ________________________________________, as its agent.

A-4-7 

EX-4.1 169th Page of 356 TOC 1st Previous Next ↓Bottom Just 169th
 EXHIBIT A-5

 FORM OF CLASS AF-1B CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").                     

C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS AF-1B

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class AF-1B      Original Class Certificate Principal Balance  
                             of the Class AF-1B Certificates as of the
                Closing Date: $25,000,000.00

Pass-Through Rate: 5.416%(1)                                                    

Date of Pooling and Servicing     Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $25,000,000.00                       
May 1, 2005                                                                     
First Distribution Date:          Servicer:  Litton Loan Servicing LP           
June 25, 2005                                                                   

No.                               Trustee:  U.S. Bank National Association      

CUSIP: 12489 LQ 5                 Closing Date:  June 9, 2005                   

ISIN: US12489WLQ59                                                              

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

A-5-1 

EX-4.1 170th Page of 356 TOC 1st Previous Next ↓Bottom Just 170th
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class    
AF-1B Certificates) in that certain beneficial ownership interest evidenced by  
all the Class AF-1B Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among      
Merrill Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor,"     
which term includes any successor entity under the Agreement), Credit-Based     
Asset Servicing and Securitization LLC (the "Seller"), the Servicer and the     
Trustee, a summary of certain of the pertinent provisions of which is set forth 
hereafter. To the extent not defined herein, the capitalized terms used herein  
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
AF-1B Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class AF-1B Certificate becomes a Definitive Certificate,  
the Record Date for such Certificate will be the last Business Day of the month 
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class AF-1B            
Certificates the aggregate Initial Certificate Principal Balance of which is in 
excess of $5,000,000, or by check mailed by first class mail to the address of  
the Person entitled thereto, as such name and address shall appear on the       
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

         The Class AF-1B Pass-Through Rate on each Distribution Date will be the
per annum rate specified above, subject to increase as provided in the          
Agreement. Interest will accrue on the Class AF-1B Certificates during each     
Interest Accrual Period at a rate equal to the lesser of (i) LIBOR as of the    
related LIBOR Determination Date, plus the Class AF-1B Certificate Margin and   
(ii) the Group II Net Rate Cap for such Distribution Date.                      

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class AF-1B Certificates.                          

A-5-2 

EX-4.1 171st Page of 356 TOC 1st Previous Next ↓Bottom Just 171st
         The Class AF-1B Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

A-5-3 

EX-4.1 172nd Page of 356 TOC 1st Previous Next ↓Bottom Just 172nd
     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

A-5-4 

EX-4.1 173rd Page of 356 TOC 1st Previous Next ↓Bottom Just 173rd
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                  U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                            Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                          U.S. BANK NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                              Authorized Signatory

Date of authentication: June 9, 2005                                            

A-5-5         

EX-4.1 174th Page of 356 TOC 1st Previous Next ↓Bottom Just 174th
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM - as tenants in common         UNIF GIFT MIN ACT -   Custodian          
                                                   ---------
                                                       (Cust)(Minor)
TEN ENT - as tenants by the entireties                       under Uniform Gifts
                                                       to Minors Act
JT TEN  - as joint tenants with right                        -------------------
     of survivorship and not as                                (State)
tenants in common                                           

Additional abbreviations may also be used though not in the above list.         

A-5-6 

EX-4.1 175th Page of 356 TOC 1st Previous Next ↓Bottom Just 175th
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
 transfer(s) unto ______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          

                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                                                            Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
_____________________________________________________________________________for
the account of _____________________, account number ___________________, or, if
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by __________________________________________, the 
assignee named above, or ________________________________________, as its agent.

A-5-7 

EX-4.1 176th Page of 356 TOC 1st Previous Next ↓Bottom Just 176th
 EXHIBIT A-6

 FORM OF CLASS AF-1C CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").                     

C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS AF-1C

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class AF-1C      Original Class Certificate Principal Balance  
                             of the Class AF-1C Certificates as of the
                Closing Date: $15,194,000.00

Pass-Through Rate:  Variable(1)                                                 

Date of Pooling and Servicing     Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $15,194,000.00                       
May 1, 2005                                                                     
First Distribution Date:          Servicer:  Litton Loan Servicing LP           
June 25, 2005                                                                   

No.                               Trustee:  U.S. Bank National Association      

CUSIP: 12489W LR 3                Closing Date:  June 9, 2005                   

ISIN: US12489WLR33                                                              

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

A-6-1 

EX-4.1 177th Page of 356 TOC 1st Previous Next ↓Bottom Just 177th
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class    
AF-1C Certificates) in that certain beneficial ownership interest evidenced by  
all the Class AF-1C Certificates in the Trust Fund created pursuant to a Pooling
and Servicing Agreement, dated as specified above (the "Agreement"), among      
Merrill Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor,"     
which term includes any successor entity under the Agreement), Credit-Based     
Asset Servicing and Securitization LLC (the "Seller"), the Servicer and the     
Trustee, a summary of certain of the pertinent provisions of which is set forth 
hereafter. To the extent not defined herein, the capitalized terms used herein  
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
AF-1C Certificates on such Distribution Date pursuant to the Agreement provided,
however, that if any Class AF-1C Certificate becomes a Definitive Certificate,  
the Record Date for such Certificate will be the last Business Day of the month 
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class AF-1C            
Certificates the aggregate Initial Certificate Principal Balance of which is in 
excess of $5,000,000, or by check mailed by first class mail to the address of  
the Person entitled thereto, as such name and address shall appear on the       
Certificate Register, provided that the Certificate Registrar may deduct a      
reasonable wire transfer fee from any payment made by wire transfer.            
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

       The Class AF-1C Pass-Through Rate on each Distribution Date will be a
per annum rate equal to the lesser of (i) LIBOR as of the related LIBOR         
Determination Date, plus the Class AF-1C Certificate Margin and (ii) the Group  
II Net Rate Cap for such Distribution Date.                                     

A-6-2 

EX-4.1 178th Page of 356 TOC 1st Previous Next ↓Bottom Just 178th
    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class AF-1C Certificates.                          

         The Class AF-1C Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

A-6-3 

EX-4.1 179th Page of 356 TOC 1st Previous Next ↓Bottom Just 179th
     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

A-6-4 

EX-4.1 180th Page of 356 TOC 1st Previous Next ↓Bottom Just 180th
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                  U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                            Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                           U.S. BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                              Authorized Signatory

Date of authentication: June 9, 2005                                            

A-6-5 

EX-4.1 181st Page of 356 TOC 1st Previous Next ↓Bottom Just 181st
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
JT TEN   -  as joint tenants with right                      -------------------
      of survivorship and not as                             (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

A-6-6 

EX-4.1 182nd Page of 356 TOC 1st Previous Next ↓Bottom Just 182nd
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          

                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
_________________________________________________________________________for the
account of__________________________, account number___________________, or, if 
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.

A-6-7 

EX-4.1 183rd Page of 356 TOC 1st Previous Next ↓Bottom Just 183rd
 EXHIBIT A-7

FORM OF CLASS AF-2 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").                     

C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
 SERIES 2005-CB3, CLASS AF-2

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class AF-2       Original Class Certificate Principal Balance  
                            of the Class AF-2 Certificates as of the
                Closing Date: $20,060,000.00

Pass-Through Rate:  4.447%(1)                                                   

Date of Pooling and Servicing     Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $20,060,000.00                       
May 1, 2005                                                                     
First Distribution                Servicer:  Litton Loan Servicing LP           
Date:  June 25, 2005                                                            

No.                               Trustee:  U.S. Bank National Association      

CUSIP: 12489W LB 8                Closing Date:  June 9, 2005                   

ISIN: US12489WLB80                                                              

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

A-7-1 

EX-4.1 184th Page of 356 TOC 1st Previous Next ↓Bottom Just 184th
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class    
AF-2 Certificates) in that certain beneficial ownership interest evidenced by   
all the Class AF-2 Certificates in the Trust Fund created pursuant to a Pooling 
and Servicing Agreement, dated as specified above (the "Agreement"), among      
Merrill Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor,"     
which term includes any successor entity under the Agreement), Credit-Based     
Asset Servicing and Securitization LLC (the "Seller"), the Servicer and the     
Trustee, a summary of certain of the pertinent provisions of which is set forth 
hereafter. To the extent not defined herein, the capitalized terms used herein  
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
AF-2 Certificates on such Distribution Date pursuant to the Agreement provided, 
however, that if any Class AF-2 Certificate becomes a Definitive Certificate,   
the Record Date for such Certificate will be the last Business Day of the month 
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class AF-2 Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

         The Class AF-2 Pass-Through Rate on each Distribution Date will the per
annum rate specified above, subject to increase as provided in the Agreement.   
Interest will accrue on the Class AF-2 Certificates during each Interest Accrual
Period at a rate equal to the lesser of (i) the Class AF-2 Pass-Through Rate and
(ii) the Group II Net Rate Cap for such Distribution Date.                      

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class AF-2 Certificates.                           

A-7-2 

EX-4.1 185th Page of 356 TOC 1st Previous Next ↓Bottom Just 185th
        The Class AF-2 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

A-7-3 

EX-4.1 186th Page of 356 TOC 1st Previous Next ↓Bottom Just 186th
     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

A-7-4 

EX-4.1 187th Page of 356 TOC 1st Previous Next ↓Bottom Just 187th
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                  U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                            Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                          U.S. BANK NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                              Authorized Signatory

Date of authentication: June 9, 2005                                            

A-7-5 

EX-4.1 188th Page of 356 TOC 1st Previous Next ↓Bottom Just 188th
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
JT TEN   -  as joint tenants with right                      -------------------
      of survivorship and not as                             (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

A-7-6 

EX-4.1 189th Page of 356 TOC 1st Previous Next ↓Bottom Just 189th
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          

                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                                                            Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
_________________________________________________________________________for the
account of__________________________, account number___________________, or, if 
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.

A-7-7 

EX-4.1 190th Page of 356 TOC 1st Previous Next ↓Bottom Just 190th
 EXHIBIT A-8

FORM OF CLASS AF-3 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").                     

C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
 SERIES 2005-CB3, CLASS AF-3

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class AF-3       Original Class Certificate Principal          
                                Balance of the Class AF-3 Certificates as of
                    the Closing Date: $15,019,000.00

Pass-Through Rate:  5.109%(1)                                                   

Date of Pooling and  Servicing    Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $15,019,000.00                       
May 1, 2005                                                                     
First Distribution Date:          Servicer:  Litton Loan Servicing LP           
June 25, 2005                                                                   

No.                               Trustee:  U.S. Bank National Association      

CUSIP: 12489W LC 6                Closing Date:  June 9, 2005                   

ISIN: US12489WLC63                                                              

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

A-8-1 

EX-4.1 191st Page of 356 TOC 1st Previous Next ↓Bottom Just 191st
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class    
AF-3 Certificates) in that certain beneficial ownership interest evidenced by   
all the Class AF-3 Certificates in the Trust Fund created pursuant to a Pooling 
and Servicing Agreement, dated as specified above (the "Agreement"), among      
Merrill Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor,"     
which term includes any successor entity under the Agreement), Credit-Based     
Asset Servicing and Securitization LLC (the "Seller"), the Servicer and the     
Trustee, a summary of certain of the pertinent provisions of which is set forth 
hereafter. To the extent not defined herein, the capitalized terms used herein  
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
AF-3 Certificates on such Distribution Date pursuant to the Agreement provided, 
however, that if any Class AF-3 Certificate becomes a Definitive Certificate,   
the Record Date for such Certificate will be the last Business Day of the month 
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class AF-3 Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

         The Class AF-3 Pass-Through Rate on each Distribution Date will the per
annum rate specified above, subject to increase as provided in the Agreement.   
Interest will accrue on the Class AF-3 Certificates during each Interest Accrual
Period at a rate equal to the lesser of (i) the Class AF-3 Pass-Through Rate and
(ii) the Group II Net Rate Cap for such Distribution Date.                      

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class AF-3 Certificates.                           

A-8-2 

EX-4.1 192nd Page of 356 TOC 1st Previous Next ↓Bottom Just 192nd
        The Class AF-3 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

A-8-3 

EX-4.1 193rd Page of 356 TOC 1st Previous Next ↓Bottom Just 193rd
     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

A-8-4 

EX-4.1 194th Page of 356 TOC 1st Previous Next ↓Bottom Just 194th
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                   U.S. BANK, NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                            Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                          U.S. BANK NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                              Authorized Signatory

Date of authentication: June 9, 2005                                            

A-8-5 

EX-4.1 195th Page of 356 TOC 1st Previous Next ↓Bottom Just 195th
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
JT TEN   -  as joint tenants with right                      -------------------
      of survivorship and not as                             (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

A-8-6 

EX-4.1 196th Page of 356 TOC 1st Previous Next ↓Bottom Just 196th
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          

                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
_________________________________________________________________________for the
account of__________________________, account number___________________, or, if 
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.

A-8-7 

EX-4.1 197th Page of 356 TOC 1st Previous Next ↓Bottom Just 197th
 EXHIBIT A-9

FORM OF CLASS AF-4 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").                     

C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
 SERIES 2005-CB3, CLASS AF-4

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class AF-4       Original Class Certificate Principal Balance  
                            of the Class AF-4 Certificates as of the
               Closing Date: $9,475,000.00

Pass-Through Rate:  4.725%(1)                                                   

Date of Pooling and Servicing     Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $9,475,000.00                        
May 1, 2005                                                                     
First Distribution Date:          Servicer:  Litton Loan Servicing LP           
June 25, 2005                                                                   

No.                               Trustee:  U.S. Bank National Association      

CUSIP: 12489W LD 4                Closing Date:  June 9, 2005                   

ISIN: US12489WLD47                                                              

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

A-9-1 

EX-4.1 198th Page of 356 TOC 1st Previous Next ↓Bottom Just 198th
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class    
AF-4 Certificates) in that certain beneficial ownership interest evidenced by   
all the Class AF-4 Certificates in the Trust Fund created pursuant to a Pooling 
and Servicing Agreement, dated as specified above (the "Agreement"), among      
Merrill Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor,"     
which term includes any successor entity under the Agreement), Credit-Based     
Asset Servicing and Securitization LLC (the "Seller"), the Servicer and the     
Trustee, a summary of certain of the pertinent provisions of which is set forth 
hereafter. To the extent not defined herein, the capitalized terms used herein  
have the meanings assigned in the Agreement. This Certificate is issued under   
and is subject to the terms, provisions and conditions of the Agreement, to     
which Agreement the Holder of this Certificate by virtue of the acceptance      
hereof assents and by which such Holder is bound.                               

       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
AF-4 Certificates on such Distribution Date pursuant to the Agreement provided, 
however, that if any Class AF-4 Certificate becomes a Definitive Certificate,   
the Record Date for such Certificate will be the last Business Day of the month 
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class AF-4 Certificates
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

         The Class AF-4 Pass-Through Rate on each Distribution Date will the per
annum rate specified above, subject to increase as provided in the Agreement.   
Interest will accrue on the Class AF-4 Certificates during each Interest Accrual
Period at a rate equal to the lesser of (i) the Class AF-4 Pass-Through Rate and
(ii) the Group II Net Rate Cap for such Distribution Date.                      

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class AF-4 Certificates.                           

A-9-2 

EX-4.1 199th Page of 356 TOC 1st Previous Next ↓Bottom Just 199th
        The Class AF-4 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

A-9-3 

EX-4.1 200th Page of 356 TOC 1st Previous Next ↓Bottom Just 200th
     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

A-9-4 

EX-4.1 201st Page of 356 TOC 1st Previous Next ↓Bottom Just 201st
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                  U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                            Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                          U.S. BANK NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                              Authorized Signatory

Date of authentication: June 9, 2005                                            

A-9-5 

EX-4.1 202nd Page of 356 TOC 1st Previous Next ↓Bottom Just 202nd
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
JT TEN   -  as joint tenants with right                      -------------------
      of survivorship and not as                             (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

A-9-6 

EX-4.1 203rd Page of 356 TOC 1st Previous Next ↓Bottom Just 203rd
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          
                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                                                            Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
_________________________________________________________________________for the
account of__________________________, account number___________________, or, if 
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.

A-9-7 

EX-4.1 204th Page of 356 TOC 1st Previous Next ↓Bottom Just 204th
 EXHIBIT B-1

 FORM OF CLASS B-1 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M-1, 
CLASS M-2, CLASS M-3 AND CLASS M-4 CERTIFICATES AS DESCRIBED IN THE AGREEMENT   
REFERRED TO HEREIN.                                                             

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO   
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE     
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE         
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN     
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A 
PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO THE  
FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (COLLECTIVELY, A      
"PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON   
BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A REPRESENTATION THAT THE    
TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS
OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF         
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND  
HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF   
PTCE 95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON     
WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO   
THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE          
TRANSFEREE WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I  
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL   
NOT SUBJECT THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE       
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN   
THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN      
EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE        
TRUSTEE.                                                                        

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE AND CERTAIN OTHER PROPERTY.                                            

B-1-1 

EX-4.1 205th Page of 356 TOC 1st Previous Next ↓Bottom Just 205th
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS B-1

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class B-1        Original Class Certificate Principal Balance  
                           of the Class B-1 Certificates as of the
               Closing Date: $5,635,000.00

Pass-Through Rate:  Variable(1)                                                 

Date of Pooling and  Servicing    Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $5,635,000.00                        
May 1, 2005                                                                     
First Distribution Date:          Servicer:  Litton Loan Servicing LP           
June 25, 2005                                                                   

No.                               Trustee:  U.S. Bank National Association      

CUSIP: 12489W LJ 1                Closing Date:  June 9, 2005                   

ISIN: US12489WLJ17                                                              

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class B-1
Certificates) in that certain beneficial ownership interest evidenced by all the
Class B-1 Certificates in the Trust Fund created pursuant to a Pooling and      
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill  
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term  
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary  
of certain of the pertinent provisions of which is set forth hereafter. To the  
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

B-1-2 

EX-4.1 206th Page of 356 TOC 1st Previous Next ↓Bottom Just 206th
       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
B-1 Certificates on such Distribution Date pursuant to the Agreement provided,  
however, that if any Class B-1 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class B-1 Certificates 
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

     The Class B-1 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR          
Determination Date, plus the Class B-1 Certificate Margin, (ii) the Subordinate 
Rate Cap and (iii) the Subordinate Maximum Rate Cap.                            

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class B-1 Certificates.                            

       The Class B-1 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3 and Class M-4 Certificates as described in the  
Agreement.                                                                      

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

B-1-3 

EX-4.1 207th Page of 356 TOC 1st Previous Next ↓Bottom Just 207th
         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

B-1-4 

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        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                  U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                            Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                           U.S. BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:   
                                        ----------------------------------------
                                Authorized Signatory

Date of authentication: June 9, 2005                                            

B-1-5 

EX-4.1 209th Page of 356 TOC 1st Previous Next ↓Bottom Just 209th
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
JT TEN   -  as joint tenants with right                      -------------------
      of survivorship and not as                             (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

B-1-6 

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ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          
                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
_________________________________________________________________________for the
account of__________________________, account number___________________, or, if 
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.

B-1-7 

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 EXHIBIT B-2

 FORM OF CLASS B-2 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M-1, 
CLASS M-2, CLASS M-3 AND CLASS B-1 CERTIFICATES AS DESCRIBED IN THE AGREEMENT   
REFERRED TO HEREIN.                                                             

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO   
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE     
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE         
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN     
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A 
PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO THE  
FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (COLLECTIVELY, A      
"PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON   
BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A REPRESENTATION THAT THE    
TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS
OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF         
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND  
HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF   
PTCE 95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON     
WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO   
THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE          
TRANSFEREE WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I  
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL   
NOT SUBJECT THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE       
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN   
THE AGREEMENT REFFERED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN      
EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE        
TRUSTEE.                                                                        

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE AND CERTAIN OTHER PROPERTY.                                            

B-2-1 

EX-4.1 212th Page of 356 TOC 1st Previous Next ↓Bottom Just 212th
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS B-2

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class B-2        Original Class Certificate Principal Balance  
                           of the Class B-2 Certificates as of the
               Closing Date: $4,800,000.00

Pass-Through Rate:  Variable(1)                                                 

Date of Pooling and Servicing     Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $4,800,000.00                        
May 1, 2005                                                                     
First Distribution Date:          Servicer:  Litton Loan Servicing LP           
June 25, 2005                                                                   

No.                               Trustee:  U.S. Bank National Association      

CUSIP: 12489W LK 8                Closing Date:  June 9, 2005                   

ISIN: US12489WLK89                                                              

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class B-2
Certificates) in that certain beneficial ownership interest evidenced by all the
Class B-2 Certificates in the Trust Fund created pursuant to a Pooling and      
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill  
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term  
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary  
of certain of the pertinent provisions of which is set forth hereafter. To the  
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

B-2-2 

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       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
B-2 Certificates on such Distribution Date pursuant to the Agreement provided,  
however, that if any Class B-2 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class B-2 Certificates 
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

     The Class B-2 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR          
Determination Date, plus the Class B-2 Certificate Margin, (ii) the Subordinate 
Rate Cap and (iii) the Subordinate Maximum Rate Cap.                            

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class B-2 Certificates.                            

       The Class B-2 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4 and Class B-1 Certificates as        
described in the Agreement.                                                     

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

B-2-3 

EX-4.1 214th Page of 356 TOC 1st Previous Next ↓Bottom Just 214th
         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

B-2-4 

EX-4.1 215th Page of 356 TOC 1st Previous Next ↓Bottom Just 215th
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                  U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                            Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                          U.S. BANK NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                              Authorized Signatory
Date of authentication: June 9, 2005                                            

B-2-5 

EX-4.1 216th Page of 356 TOC 1st Previous Next ↓Bottom Just 216th
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
JT TEN   -  as joint tenants with right                      -------------------
      of survivorship and not as                             (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

B-2-6 

EX-4.1 217th Page of 356 TOC 1st Previous Next ↓Bottom Just 217th
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          
                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                                                            Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
_________________________________________________________________________for the
account of__________________________, account number___________________, or, if 
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.

B-2-7 

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 EXHIBIT B-3

 FORM OF CLASS B-3 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M-1, 
CLASS M-2, CLASS M-3, CLASS M-4, CLASS B-1 AND CLASS B-2 CERTIFICATES AS        
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.                                  

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO   
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE     
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE         
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN     
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A 
PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO THE  
FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (COLLECTIVELY, A      
"PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON   
BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A REPRESENTATION THAT THE    
TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS
OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF         
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND  
HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF   
PTCE 95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON     
WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO   
THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE          
TRANSFEREE WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I  
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL   
NOT SUBJECT THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE       
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN   
THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN      
EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE        
TRUSTEE.                                                                        

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE AND CERTAIN OTHER PROPERTY.                                            

B-3-1 

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C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS B-3

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class B-3        Original Class Certificate Principal Balance  
                           of the Class B-3 Certificates as of the
               Closing Date: $4,174,000.00

Pass-Through Rate:  Variable(1)                                                 

Date of Pooling and Servicing     Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $4,174,000.00                        
May 1, 2005                                                                     
First Distribution Date:          Servicer:  Litton Loan Servicing LP           
June 25, 2005                                                                   

No.                               Trustee: U.S. Bank National Association       

CUSIP: 12489W LL 6                Closing Date:  June 9, 2005                   

ISIN: US12489WLM46                                                              

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class B-3
Certificates) in that certain beneficial ownership interest evidenced by all the
Class B-3 Certificates in the Trust Fund created pursuant to a Pooling and      
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill  
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term  
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary  
of certain of the pertinent provisions of which is set forth hereafter. To the  
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

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       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
B-3 Certificates on such Distribution Date pursuant to the Agreement provided,  
however, that if any Class B-3 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class B-3 Certificates 
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

     The Class B-3 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR          
Determination Date, plus the Class B-3 Certificate Margin, (ii) the Subordinate 
Rate Cap and (iii) the Subordinate Maximum Rate Cap.                            

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class B-3 Certificates.                            

       The Class B-3 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class B-1 and Class B-2 Certificates
as described in the Agreement.                                                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

B-3-3 

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                  U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                            Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                           U.S. BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                              Authorized Signatory

Date of authentication: June 9, 2005                                            

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 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
JT TEN   -  as joint tenants with right                      -------------------
      of survivorship and not as                             (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

B-3-6 

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ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          
                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
_________________________________________________________________________for the
account of__________________________, account number___________________, or, if 
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.

B-3-7 

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 EXHIBIT B-4

 FORM OF CLASS B-4

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M-1, 
CLASS M-2, CLASS M-3, CLASS M-4, CLASS B-1, CLASS B-2 AND CLASS B-3 CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.                               

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO   
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE     
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE         
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN     
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A 
PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO THE  
FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (COLLECTIVELY, A      
"PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON   
BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A REPRESENTATION THAT THE    
TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS
OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF         
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND  
HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF   
PTCE 95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON     
WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO   
THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE          
TRANSFEREE WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I  
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL   
NOT SUBJECT THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE       
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN   
THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN      
EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE        
TRUSTEE.                                                                        

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE AND CERTAIN OTHER PROPERTY.                                            

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C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS B-4

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class B-4        Original Class Certificate Principal Balance  
                           of the Class B-4 Certificates as of the
               Closing Date: $3,757,000.00

Pass-Through Rate:  Variable(1)                                                 

Date of Pooling and  Servicing    Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $3,757,000.00                        
May 1, 2005                                                                     
First Distribution Date:          Servicer:  Litton Loan Servicing LP           
June 25, 2005                                                                   

No.                               Trustee: U.S. Bank National Association       

CUSIP: 12489W LM 4                Closing Date:  June 9, 2005                   

ISIN: US12489WLM46                                                              

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class B-4
Certificates) in that certain beneficial ownership interest evidenced by all the
Class B-4 Certificates in the Trust Fund created pursuant to a Pooling and      
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill  
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term  
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary  
of certain of the pertinent provisions of which is set forth hereafter. To the  
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

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       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
B-4 Certificates on such Distribution Date pursuant to the Agreement provided,  
however, that if any Class B-4 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class B-4 Certificates 
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

     The Class B-4 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR          
Determination Date, plus the Class B-4 Certificate Margin, (ii) the Subordinate 
Rate Cap and (iii) the Subordinate Maximum Rate Cap.                            

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class B-4 Certificates.                            

       The Class B-4 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2 and Class B-4  
Certificates as described in the Agreement.                                     

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                   U.S. BANK, NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                            Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                          U.S. BANK NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                              Authorized Signatory

Date of authentication: June 9, 2005                                            

B-4-1-5 

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 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
JT TEN   -  as joint tenants with right                      -------------------
      of survivorship and not as                             (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

B-4-1-6 

EX-4.1 231st Page of 356 TOC 1st Previous Next ↓Bottom Just 231st
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          
                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
_________________________________________________________________________for the
account of__________________________, account number___________________, or, if 
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.

B-4-1-7 

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 EXHIBIT B-5-1

FORM OF CLASS B-5 (144A) CERTIFICATE

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER    
PROPERTY.                                                                       

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC. ("MLMI"), THE TRUSTEE OR ANY SERVICER REFERRED TO
BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC REGULAR   
INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR 
INSURED BY MLMI, THE TRUSTEE, ANY SERVICER OR BY ANY OF THEIR AFFILIATES OR BY  
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.                                     

FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF    
THIS CERTIFICATE MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW.   
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE BY
INQUIRY OF THE TRUSTEE.                                                         

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS  
AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE 
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,      
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,        
REGISTRATION.                                                                   

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION         
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO A      
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE      
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE     
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO THE TRUSTEE'S RIGHT 
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A          
CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING      
AGREEMENT.                                                                      

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EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO   
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE     
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE         
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN     
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A 
PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO THE  
FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (COLLECTIVELY, A      
"PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON   
BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A REPRESENTATION THAT THE    
TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS
OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF         
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND  
HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF   
PTCE 95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON     
WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO   
THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE          
TRANSFEREE WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I  
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL   
NOT SUBJECT THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE       
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN   
THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN      
EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE        
TRUSTEE.                                                                        

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C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS B-5

 (RULE 144A)

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class B-5        Original Class Certificate Principal Balance  
                           of the Class B-5 Certificates as of the
              Closing Date: $4,174000.00

Pass-Through Rate:  6.0%                                                        

Date of Pooling and Servicing     Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $4,174000.00                         
May 1, 2005                                                                     
First Distribution Date:          Servicer:  Litton Loan Servicing LP           
June 25, 2005                                                                   

No.                               Trustee: U.S. Bank National Association       

CUSIP: 12489W LN 2                Closing Date:  June 9, 2005                   

ISIN: US12489WLN29                                                              

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class B-5
Certificates) in that certain beneficial ownership interest evidenced by all the
Class B-5 Certificates in the Trust Fund created pursuant to a Pooling and      
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill  
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term  
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary  
of certain of the pertinent provisions of which is set forth hereafter. To the  
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

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       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
B-5 Certificates on such Distribution Date pursuant to the Agreement provided,  
however, that if any Class B-5 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class B-5 Certificates 
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

     The Class B-5 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) the Class B-5 Pass-Through Rate (ii)   
the Subordinate Rate Cap and (iii) the Subordinate Maximum Rate Cap.            

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class B-5 Certificates.                            

       The Class B-5 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and 
Class B-4 Certificates as described in the Agreement.                           

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

B-5-1-4 

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

       No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and     
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification (i) the Certificateholder desiring to effect the transfer and  
such Certificateholder's prospective transferee shall each execute a            
representation letter in the form described by the Agreement certifying to the  
Certificate Registrar the facts surrounding the transfer, and (ii) unless such  
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor   
and the Certificate Registrar may require an Opinion of Counsel satisfactory to 
them that such transfer may be made without such registration or qualification, 
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee  
or the Certificate Registrar, in their respective capacities as such. None of   
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required    
under the Agreement to permit the transfer of such Certificates without         
registration or qualification. Any such Certificateholder desiring to effect    
such transfer shall, and does hereby agree to, indemnify the Trustee, the       
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with   
such federal and state laws. Each Person who acquires this Certificate or an    
interest therein shall be deemed to have made the representations required by   
the representation letter referred to in this paragraph, unless such Person     
shall have provided such representation letter referred to in this paragraph to 
the Certificate Registrar.                                                      

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

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     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                   U.S. BANK, NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                            Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                           U.S. BANK, NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                              Authorized Signatory

Date of authentication: June 9, 2005                                            

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 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
JT TEN   -  as joint tenants with right                      -------------------
      of survivorship and not as                             (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

B-5-1-8 

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ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          
                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
_________________________________________________________________________for the
account of__________________________, account number___________________, or, if 
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.

B-5-1-9 

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 EXHIBIT B-5-2

 FORM OF CLASS B-5 CERTIFICATE (REG S)

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER    
PROPERTY.                                                                       

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC. ("MLMI"), THE TRUSTEE OR ANY SERVICER REFERRED TO
BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC REGULAR   
INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR 
INSURED BY MLMI, THE TRUSTEE, ANY SERVICER OR BY ANY OF THEIR AFFILIATES OR BY  
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.                                     

FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF    
THIS CERTIFICATE MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW.   
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE BY
INQUIRY OF THE TRUSTEE.                                                         

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE 
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,      
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE UNITED     
STATES (AS DEFINED IN RULES 901 THROUGH 905 OF THE 1933 ACT ("REGULATION S")) OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION   
S), IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM,
OR NOT SUBJECT TO, REGISTRATION.                                                

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES (A) THAT, UNTIL  
THE EXPIRATION OF THE APPLICABLE "DISTRIBUTION COMPLIANCE PERIOD" WITHIN THE    
MEANING OF REGULATION S, ANY OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS      
CERTIFICATE SHALL NOT BE MADE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR 
BENEFIT OF, ANY U.S. PERSON (EACH AS DEFINED IN REGULATION S) AND (B) TO OFFER, 
SELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE WITHIN THE UNITED STATES OR 
TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (EACH AS DEFINED IN         
REGULATION S) ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN      
DECLARED EFFECTIVE UNDER THE 1933 ACT OR (2) TO A PERSON IT REASONABLY BELIEVES 
IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 1933 ACT 
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED            
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN  
RELIANCE ON RULE 144A, SUBJECT TO THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,  
SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE    
FORM APPEARING IN THE POOLING AND SERVICING AGREEMENT.                          

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EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO   
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE     
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE         
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN     
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A 
PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO THE  
FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (COLLECTIVELY, A      
"PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON   
BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A REPRESENTATION THAT THE    
TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS
OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF         
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND  
HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF   
PTCE 95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON     
WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO   
THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE          
TRANSFEREE WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I  
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL   
NOT SUBJECT THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE       
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN   
THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN      
EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE        
TRUSTEE.                                                                        

B-5-2-2 

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C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS B-5

(REGULATION S)

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class B-5        Original Class Certificate Principal Balance  
                           of the Class B-5 Certificates as of the
              Closing Date: $4,174000.00

Pass-Through Rate:  6.0%(1)                                                     

Date of Pooling and Servicing     Initial Certificate Principal Balance: $0.00  
Agreement and Cut-off Date:                                                     
May 1, 2005                                                                     
First Distribution Date:          Servicer:  Litton Loan Servicing LP           
June 25, 2005                                                                   

No.                               Trustee: U.S. Bank National Association       

CUSIP:                            Closing Date:  June 9, 2005                   

ISIN:                                                                           

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class B-5
Certificates) in that certain beneficial ownership interest evidenced by all the
Class B-5 Certificates in the Trust Fund created pursuant to a Pooling and      
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill  
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term  
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary  
of certain of the pertinent provisions of which is set forth hereafter. To the  
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

-------------------                                                             
(1) Subject to a cap as described in the Agreement                              

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       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
B-5 Certificates on such Distribution Date pursuant to the Agreement provided,  
however, that if any Class B-5 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class B-5 Certificates 
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

     The Class B-5 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) the Class B-5 Pass-Through Rate, (ii)  
the Subordinate Rate Cap and (iii) the Subordinate Maximum Rate Cap.            

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class B-5 Certificates.                            

       The Class B-5 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3 and 
Class B-4 Certificates as described in the Agreement.                           

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

B-5-2-4 

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

       No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and     
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification (i) the Certificateholder desiring to effect the transfer and  
such Certificateholder's prospective transferee shall each execute a            
representation letter in the form described by the Agreement certifying to the  
Certificate Registrar the facts surrounding the transfer, and (ii) unless such  
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor   
and the Certificate Registrar may require an Opinion of Counsel satisfactory to 
them that such transfer may be made without such registration or qualification, 
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee  
or the Certificate Registrar, in their respective capacities as such. None of   
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required    
under the Agreement to permit the transfer of such Certificates without         
registration or qualification. Any such Certificateholder desiring to effect    
such transfer shall, and does hereby agree to, indemnify the Trustee, the       
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with   
such federal and state laws. Each Person who acquires this Certificate or an    
interest therein shall be deemed to have made the representations required by   
the representation letter referred to in this paragraph, unless such Person     
shall have provided such representation letter referred to in this paragraph to 
the Certificate Registrar.                                                      

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

B-5-2-5 

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     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

B-5-2-6 

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        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                  U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:     
                                       -----------------------------------------
                                    Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                          U.S. BANK NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                                      Authorized Signatory

Date of authentication: June 9, 2005                                            

B-5-2-7 

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 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
JT TEN   -  as joint tenants with right                      -------------------
      of survivorship and not as                             (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

B-5-2-8 

EX-4.1 249th Page of 356 TOC 1st Previous Next ↓Bottom Just 249th
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          
                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
_________________________________________________________________________for the
account of__________________________, account number___________________, or, if 
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.

B-5-2-9 

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 EXHIBIT B-6-1

FORM OF CLASS B-6 CERTIFICATE (144A)

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER    
PROPERTY.                                                                       

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC. ("MLMI"), THE TRUSTEE OR ANY SERVICER REFERRED TO
BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC REGULAR   
INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR 
INSURED BY MLMI, THE TRUSTEE, ANY SERVICER OR BY ANY OF THEIR AFFILIATES OR BY  
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.                                     

FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF    
THIS CERTIFICATE MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW.   
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE BY
INQUIRY OF THE TRUSTEE.                                                         

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 , AS  
AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE 
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,      
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,        
REGISTRATION.                                                                   

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH CERTIFICATE ONLY (A) PURSUANT TO A REGISTRATION         
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT OR (B) TO A      
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE      
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE     
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO THE TRUSTEE'S RIGHT 
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A          
CERTIFICATE OF TRANSFER IN THE FORM APPEARING IN THE POOLING AND SERVICING      
AGREEMENT.                                                                      

B-6-1-1 

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EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO   
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE     
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE         
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN     
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A 
PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO THE  
FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (COLLECTIVELY, A      
"PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON   
BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A REPRESENTATION THAT THE    
TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS
OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF         
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND  
HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF   
PTCE 95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON     
WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO   
THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE          
TRANSFEREE WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I  
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL   
NOT SUBJECT THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE       
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN   
THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN      
EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE        
TRUSTEE.                                                                        

B-6-1-2 

EX-4.1 252nd Page of 356 TOC 1st Previous Next ↓Bottom Just 252nd
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS B-6

 (RULE 144A)

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class B-6        Original Class Certificate Principal Balance  
                           of the Class B-6 Certificates as of the
               Closing Date: $7,094,000.00

Pass-Through Rate: 6.0%                                                         

Date of Pooling and Servicing     Initial Certificate Principal                 
Agreement and Cut-off Date:       Balance: $7,094,000.00                        
May 1, 2005                                                                     
First Distribution Date:          Servicer:  Litton Loan Servicing LP           
June 25, 2005                                                                   

No.                               Trustee: U.S. Bank National Association       

CUSIP: 12489W LP 7                Closing Date:  June 9, 2005                   

ISIN: US12489WLP76                                                              

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class B-6
Certificates) in that certain beneficial ownership interest evidenced by all the
Class B-6 Certificates in the Trust Fund created pursuant to a Pooling and      
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill  
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term  
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary  
of certain of the pertinent provisions of which is set forth hereafter. To the  
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

B-6-1-3 

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       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
B-6 Certificates on such Distribution Date pursuant to the Agreement provided,  
however, that if any Class B-6 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class B-6 Certificates 
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

     The Class B-6 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) the Class B-6 Pass-Through Rate (ii)   
the Subordinate Rate Cap and (iii) the Subordinate Maximum Rate Cap.            

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class B-6 Certificates.                            

       The Class B-6 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3,    
Class B-4 and Class B-5 Certificates as described in the Agreement.             

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

B-6-1-4 

EX-4.1 254th Page of 356 TOC 1st Previous Next ↓Bottom Just 254th
     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

       No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and     
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification (i) the Certificateholder desiring to effect the transfer and  
such Certificateholder's prospective transferee shall each execute a            
representation letter in the form described by the Agreement certifying to the  
Certificate Registrar the facts surrounding the transfer, and (ii) unless such  
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor   
and the Certificate Registrar may require an Opinion of Counsel satisfactory to 
them that such transfer may be made without such registration or qualification, 
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee  
or the Certificate Registrar, in their respective capacities as such. None of   
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required    
under the Agreement to permit the transfer of such Certificates without         
registration or qualification. Any such Certificateholder desiring to effect    
such transfer shall, and does hereby agree to, indemnify the Trustee, the       
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with   
such federal and state laws. Each Person who acquires this Certificate or an    
interest therein shall be deemed to have made the representations required by   
the representation letter referred to in this paragraph, unless such Person     
shall have provided such representation letter referred to in this paragraph to 
the Certificate Registrar.                                                      

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

B-6-1-5 

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     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

B-6-1-6 

EX-4.1 256th Page of 356 TOC 1st Previous Next ↓Bottom Just 256th
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  June 9, 2005                                                            

                                  U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:   
                                        ----------------------------------------
                                      Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                          U.S. BANK NATIONAL ASSOCIATION, as
             Certificate Registrar

By:     
                                       -----------------------------------------
                                        Authorized Signatory

Date of authentication: June 9, 2005                                            

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 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

TEN COM  -  as tenants in common        UNIF GIFT MIN ACT  - Custodian          
                                                   ---------
                                                        (Cust) (Minor)
TEN ENT  -  as tenants by the entireties                     under Uniform Gifts
                                                       to Minors Act
JT TEN   -  as joint tenants with right                      -------------------
      of survivorship and not as                             (State)
tenants in common                                       

Additional abbreviations may also be used though not in the above list.         

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ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
_________________________________________________________________________(Please
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

________________________________________________________________________________
Dated:                                                                          
                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
_________________________________________________________________________for the
account of__________________________, account number___________________, or, if 
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ____________________________________, as its agent.

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 EXHIBIT B-6-2

 FORM OF CLASS B-6 CERTIFICATE (REG S)

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND CERTAIN OTHER    
PROPERTY.                                                                       

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC. ("MLMI"), THE TRUSTEE OR ANY SERVICER REFERRED TO
BELOW OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE, THE REMIC REGULAR   
INTEREST REPRESENTED HEREBY NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED OR 
INSURED BY MLMI, THE TRUSTEE, ANY SERVICER OR BY ANY OF THEIR AFFILIATES OR BY  
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.                                     

FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE PRINCIPAL BALANCE OF    
THIS CERTIFICATE MAY BE DIFFERENT FROM THE ORIGINAL DENOMINATION SHOWN BELOW.   
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL BALANCE BY
INQUIRY OF THE TRUSTEE.                                                         

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE 
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,      
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE UNITED     
STATES (AS DEFINED IN RULES 901 THROUGH 905 OF THE 1933 ACT ("REGULATION S")) OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (AS DEFINED IN REGULATION   
S), IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM,
OR NOT SUBJECT TO, REGISTRATION.                                                

THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES (A) THAT, UNTIL  
THE EXPIRATION OF THE APPLICABLE "DISTRIBUTION COMPLIANCE PERIOD" WITHIN THE    
MEANING OF REGULATION S, ANY OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS      
CERTIFICATE SHALL NOT BE MADE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR 
BENEFIT OF, ANY U.S. PERSON (EACH AS DEFINED IN REGULATION S) AND (B) TO OFFER, 
SELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE WITHIN THE UNITED STATES OR 
TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON (EACH AS DEFINED IN         
REGULATION S) ONLY (1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN      
DECLARED EFFECTIVE UNDER THE 1933 ACT OR (2) TO A PERSON IT REASONABLY BELIEVES 
IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE 1933 ACT 
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED            
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN  
RELIANCE ON RULE 144A, SUBJECT TO THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER,  
SALE OR TRANSFER TO REQUIRE THE DELIVERY OF A CERTIFICATE OF TRANSFER IN THE    
FORM APPEARING IN THE POOLING AND SERVICING AGREEMENT.                          

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EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO   
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE     
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE         
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN     
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A 
PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO THE  
FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (COLLECTIVELY, A      
"PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON   
BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A REPRESENTATION THAT THE    
TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS
OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF         
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND  
HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF   
PTCE 95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON     
WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO   
THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE          
TRANSFEREE WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I  
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL   
NOT SUBJECT THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE       
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN   
THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN      
EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE        
TRUSTEE.                                                                        

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C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS B-6

(REGULATION S)

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Series 2005-CB3, Class B-6                        Original Class Certificate    
                                                  Principal Balance of the Class
                                              B-6 Certificates as of the
                                               Closing Date: $7,094,000.00

Pass-Through Rate: 6.0%(1)                                                      

Date of Pooling and Servicing Agreement and Cut-  Initial Certificate Principal 
off Date: May 1, 2005                             Balance: $0.00                

First Distribution Date:  June 25, 2005           Servicer: Litton Loan         
                                Servicing LP

No.                                               Trustee: U.S. Bank National   
                               Association

CUSIP:                                            Closing Date: June 9, 2005    

ISIN:                                                                           

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class B-6
Certificates) in that certain beneficial ownership interest evidenced by all the
Class B-6 Certificates in the Trust Fund created pursuant to a Pooling and      
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill  
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term  
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary  
of certain of the pertinent provisions of which is set forth hereafter. To the  
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

---------------                                                                 
(1) Subject to a cap as described in the Agreement                              

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       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the Business Day immediately preceding such        
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this     
Certificate and the amount required to be distributed to the Holders of Class   
B-6 Certificates on such Distribution Date pursuant to the Agreement provided,  
however, that if any Class B-6 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month     
immediately preceding the month in which the related Distribution Date occurs.  

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class B-6 Certificates 
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

     The Class B-6 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) the Class B-6 Pass-Through Rate, (ii)  
the Subordinate Rate Cap and (iii) the Subordinate Maximum Rate Cap.            

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class B-6 Certificates.                            

       The Class B-6 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2, Class M-3, Class M-4, Class B-1, Class B-2, Class B-3,    
Class B-4 and Class B-5 Certificates as described in the Agreement.             

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

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         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

       No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and     
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification (i) the Certificateholder desiring to effect the transfer and  
such Certificateholder's prospective transferee shall each execute a            
representation letter in the form described by the Agreement certifying to the  
Certificate Registrar the facts surrounding the transfer, and (ii) unless such  
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor   
and the Certificate Registrar may require an Opinion of Counsel satisfactory to 
them that such transfer may be made without such registration or qualification, 
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee  
or the Certificate Registrar, in their respective capacities as such. None of   
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required    
under the Agreement to permit the transfer of such Certificates without         
registration or qualification. Any such Certificateholder desiring to effect    
such transfer shall, and does hereby agree to, indemnify the Trustee, the       
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with   
such federal and state laws. Each Person who acquires this Certificate or an    
interest therein shall be deemed to have made the representations required by   
the representation letter referred to in this paragraph, unless such Person     
shall have provided such representation letter referred to in this paragraph to 
the Certificate Registrar.                                                      

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

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   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated: June 9, 2005                                                             

                                     U.S. BANK NATIONAL ASSOCIATION,
                          as Trustee

         By:
                                              ----------------------------------
                                          Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                     U.S. BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar

         By:
                                              ----------------------------------
                                            Authorized Signatory
Date of authentication: June 9, 2005                                            

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 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

                                                                [Download Table]
                                                                                  
TEN COM  -  as tenants in common            UNIF GIFT MIN ACT  -  Custodian       
                                                                  ---------       
                                                                  (Cust) (Minor)  
TEN ENT  -  as tenants by the entireties                          under Uniform   
                                                                  Gifts to Minors 
JT TEN   -  as joint tenants with right of                        Act             
            survivorship and not as                               ----------------
            tenants in common                                         (State)     


 Additional abbreviations may also be used though not in
the above list. 

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ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________ 
________________________________________________________________________(Please 
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

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

Dated:                                                                          
                                           -------------------------------------
                                           Signature by or on behalf of assignor

                                           -------------------------------------
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately      
available funds to _____________________________________________________________
________________________________________________________________________________
________________________________________________________________ for the account
of ________________________________________, account number _________, or, if   
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to _________________________________ This
information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.

B-6-2-9 

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 EXHIBIT C-1-1

 FORM OF CLASS R CERTIFICATE

        THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

       FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
  "RESIDUAL INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE INVESTMENT
       CONDUITS," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
         AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

        THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF
 THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT
REFERRED TO HEREIN.                                           

      THIS CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH
TIME AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.        

         THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
      LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
         CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY
IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR   
        QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.                             

        NO TRANSFER OF THIS CLASS R CERTIFICATE SHALL BE REGISTERED UNLESS THE
TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A   
      REPRESENTATION FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT
     THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
      SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
        1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO SECTION 4975 OF THE CODE
      OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY
         SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
         A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE
FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN.        

       ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE
       MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (1) AN AFFIDAVIT
         TO THE CERTIFICATE REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED
 STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR  
      INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER
   THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
  EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
        ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
     (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE
     (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C)
         BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D)
    AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH
         TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (3) SUCH
    TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
     FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
         REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
        DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION
        OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE
     DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON
SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE 
        HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
         ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R CERTIFICATE BY ACCEPTANCE
         OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS
OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
 AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED
        ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
CLASS R CERTIFICATE.                                          

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C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS R

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                                                [Download Table]
                                                                                    
Series 2005-CB3, Class R                     Servicer: Litton Loan Servicing LP     

Date of Pooling and Servicing Agreement and  Trustee: U.S. Bank National Association
Cut-off Date: May 1, 2005                                                           
First Distribution Date: June 25, 2005       Closing Date: June 9, 2005             

No.                                          CUSIP: 12489W LS 1                     

Percentage Interest:  100%                   ISIN: US12489WLS16                     

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      MERRILL LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR
    ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY
AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.               

This certifies that RESIDUAL INTERESTS INVESTMENTS, LP is the 
registered owner of a Percentage Interest set forth above in that certain       
beneficial ownership interest evidenced by all the Class R Certificates in the  
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as      
specified above (the "Agreement"), among Merrill Lynch Mortgage Investors, Inc. 
(hereinafter called the "Depositor," which term includes any successor entity   
under the Agreement), Credit-Based Asset Servicing and Securitization LLC (the  
"Seller"), the Servicer and the Trustee, a summary of certain of the pertinent  
provisions of which is set forth hereafter. To the extent not defined herein,   
the capitalized terms used herein have the meanings assigned in the Agreement.  
This Certificate is issued under and is subject to the terms, provisions and    
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the last Business Day of the month immediately     
preceding the month in which the related Distribution Date occurs (the "Record  
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution   
Date pursuant to the Agreement.                                                 

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class R Certificates   
the aggregate Percentage Interest of which is in excess of a 66% Percentage     
Interest of the Class R Certificates, or by check mailed by first class mail to 
the address of the Person entitled thereto, as such name and address shall      
appear on the Certificate Register, provided that the Certificate Registrar may 
deduct a reasonable wire transfer fee from any payment made by wire transfer.   
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

C-1-1-2 

EX-4.1 270th Page of 356 TOC 1st Previous Next ↓Bottom Just 270th
    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified on the face hereof.                           

     The Class R Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

       No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and     
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification (i) the Certificateholder desiring to effect the transfer and  
such Certificateholder's prospective transferee shall each execute a            
representation letter in the form described by the Agreement certifying to the  
Certificate Registrar the facts surrounding the transfer, and (ii) unless such  
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor   
and the Certificate Registrar may require an Opinion of Counsel satisfactory to 
them that such transfer may be made without such registration or qualification, 
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee  
or the Certificate Registrar, in their respective capacities as such. None of   
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required    
under the Agreement to permit the transfer of such Certificates without         
registration or qualification. Any such Certificateholder desiring to effect    
such transfer shall, and does hereby agree to, indemnify the Trustee, the       
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with   
such federal and state laws.                                                    

C-1-1-3 

EX-4.1 271st Page of 356 TOC 1st Previous Next ↓Bottom Just 271st
     No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,     
including individual retirement accounts and annuities, Keogh plans and         
collective investment funds and separate accounts in which such plans, accounts 
or arrangements are invested that are subject to the fiduciary responsibility   
provisions of ERISA and Section 4975 of the Code ("Plans") or any person who is 
directly or indirectly purchasing the Certificate or interest therein on behalf 
of, as named fiduciary of, as trustee of, or with assets of a Plan.             

    The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of  
the Agreement and to any amendment of the Agreement deemed necessary by counsel 
of the Depositor to ensure that the transfer of this Certificate to any Person  
other than a Permitted Transferee or any other Person will not cause any REMIC  
provided for in the Trust Agreement to cease to qualify as a REMIC or cause the 
imposition of a tax upon the Trust.                                             

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

C-1-1-4 

EX-4.1 272nd Page of 356 TOC 1st Previous Next ↓Bottom Just 272nd
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated: June 9, 2005                                                             

                                     U.S. BANK NATIONAL ASSOCIATION,
                          as Trustee

         By:
                                              ----------------------------------
                                          Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                     U.S. BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar

         By:
                                              ----------------------------------
                                            Authorized Signatory
Date of authentication: June 9, 2005                                            

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EX-4.1 273rd Page of 356 TOC 1st Previous Next ↓Bottom Just 273rd
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

                                                                [Download Table]
                                                                                  
TEN COM  -  as tenants in common            UNIF GIFT MIN ACT  -  Custodian       
                                                                  ---------       
                                                                  (Cust) (Minor)  
TEN ENT  -  as tenants by the entireties                          under Uniform   
                                                                  Gifts to Minors 
JT TEN   -  as joint tenants with right of                        Act             
            survivorship and not as                               ----------------
            tenants in common                                         (State)     


 Additional abbreviations may also be used though not in
the above list. 

C-1-1-6 

EX-4.1 274th Page of 356 TOC 1st Previous Next ↓Bottom Just 274th
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________ 
________________________________________________________________________(Please 
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

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

Dated:                                                                          
                                           -------------------------------------
                                           Signature by or on behalf of assignor

                                           -------------------------------------
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately      
available funds to _____________________________________________________________
________________________________________________________________________________
________________________________________________________________ for the account
of ________________________________________, account number _________, or, if   
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to _________________________________ This
information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.

C-1-1-7 

EX-4.1 275th Page of 356 TOC 1st Previous Next ↓Bottom Just 275th
 EXHIBIT C-1-2

 FORM OF CLASS R-X CERTIFICATE

        THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

       FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
  "RESIDUAL INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE INVESTMENT
       CONDUITS," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
         AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

       THIS CLASS R-X CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES
    OF THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT
REFERRED TO HEREIN.                                           

        THIS CLASS R-X CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH
TIME AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.        

       THIS CLASS R-X CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER
 THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE
         SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION
       OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE
       MADE ONLY IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR
        QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.                             

      NO TRANSFER OF THIS CLASS R-X CERTIFICATE SHALL BE REGISTERED UNLESS
 THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED A
      REPRESENTATION FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT
     THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
      SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
        1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO SECTION 4975 OF THE CODE
      OR A PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY
         SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
         A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE
FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN.        

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-X CERTIFICATE
       MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (1) AN AFFIDAVIT
         TO THE CERTIFICATE REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED
 STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR  
      INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER
   THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
  EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
        ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE,
     (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE
     (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C)
         BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D)
    AN AGENT OF A DISQUALIFIED ORGANIZATION AND (2) NO PURPOSE OF SUCH
         TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (3) SUCH
    TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
     FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE
         REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
DISPOSITION OF THIS CLASS R-X CERTIFICATE TO A DISQUALIFIED   
ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH 
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A        
         CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
        TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A
         CLASS R-X CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED
TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE 
        PROVISIONS OF SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN. ANY
         PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING
BENEFICIAL OWNERSHIP OF THIS CLASS R-X CERTIFICATE.           

C-1-2-1 

EX-4.1 276th Page of 356 TOC 1st Previous Next ↓Bottom Just 276th
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS R-X

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                                        [Enlarge/Download Table]
                                                                                         
Series 2005-CB3, Class R-X                        Servicer: Litton Loan Servicing LP     

Date of Pooling and Servicing Agreement and Cut-  Trustee: U.S. Bank National Association
off Date: May 1, 2005                                                                    
First Distribution Date: June 25, 2005            Closing Date: June 9, 2005             

No.                                               CUSIP:                                 

Percentage Interest:  100%                        ISIN:                                  

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      MERRILL LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR
    ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY
AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.               

This certifies that HOWARD LEINER is the registered owner of a
Percentage Interest set forth above in that certain beneficial ownership        
interest evidenced by all the Class R-X Certificates in the Trust Fund created  
pursuant to a Pooling and Servicing Agreement, dated as specified above (the    
"Agreement"), among Merrill Lynch Mortgage Investors, Inc. (hereinafter called  
the "Depositor," which term includes any successor entity under the Agreement), 
Credit-Based Asset Servicing and Securitization LLC (the "Seller"), the Servicer
and the Trustee, a summary of certain of the pertinent provisions of which is   
set forth hereafter. To the extent not defined herein, the capitalized terms    
used herein have the meanings assigned in the Agreement. This Certificate is    
issued under and is subject to the terms, provisions and conditions of the      
Agreement, to which Agreement the Holder of this Certificate by virtue of the   
acceptance hereof assents and by which such Holder is bound.                    

       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the last Business Day of the month immediately     
preceding the month in which the related Distribution Date occurs (the "Record  
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R-X Certificates on such Distribution 
Date pursuant to the Agreement.                                                 

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class R-X Certificates 
the aggregate Percentage Interest of which is in excess of a 66% Percentage     
Interest of the Class R-X Certificates, or by check mailed by first class mail  
to the address of the Person entitled thereto, as such name and address shall   
appear on the Certificate Register, provided that the Certificate Registrar may 
deduct a reasonable wire transfer fee from any payment made by wire transfer.   
Notwithstanding the above, the final distribution on this Certificate will be   
made after due notice by the Trustee of the pendency of such distribution and   
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.         

C-1-2-2 

EX-4.1 277th Page of 356 TOC 1st Previous Next ↓Bottom Just 277th
    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified on the face hereof.                           

       The Class R-X Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

       No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and     
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification (i) the Certificateholder desiring to effect the transfer and  
such Certificateholder's prospective transferee shall each execute a            
representation letter in the form described by the Agreement certifying to the  
Certificate Registrar the facts surrounding the transfer, and (ii) unless such  
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor   
and the Certificate Registrar may require an Opinion of Counsel satisfactory to 
them that such transfer may be made without such registration or qualification, 
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee  
or the Certificate Registrar, in their respective capacities as such. None of   
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required    
under the Agreement to permit the transfer of such Certificates without         
registration or qualification. Any such Certificateholder desiring to effect    
such transfer shall, and does hereby agree to, indemnify the Trustee, the       
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with   
such federal and state laws.                                                    

C-1-2-3 

EX-4.1 278th Page of 356 TOC 1st Previous Next ↓Bottom Just 278th
     No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,     
including individual retirement accounts and annuities, Keogh plans and         
collective investment funds and separate accounts in which such plans, accounts 
or arrangements are invested that are subject to the fiduciary responsibility   
provisions of ERISA and Section 4975 of the Code ("Plans") or any person who is 
directly or indirectly purchasing the Certificate or interest therein on behalf 
of, as named fiduciary of, as trustee of, or with assets of a Plan.             

    The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of  
the Agreement and to any amendment of the Agreement deemed necessary by counsel 
of the Depositor to ensure that the transfer of this Certificate to any Person  
other than a Permitted Transferee or any other Person will not cause any REMIC  
provided for in the Trust Agreement to cease to qualify as a REMIC or cause the 
imposition of a tax upon the Trust.                                             

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

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EX-4.1 279th Page of 356 TOC 1st Previous Next ↓Bottom Just 279th
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated: June 9, 2005                                                             

                                     U.S. BANK NATIONAL ASSOCIATION,
                          as Trustee

         By:
                                              ----------------------------------
                                          Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                     U.S. BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar

         By:
                                              ----------------------------------
                                            Authorized Signatory
Date of authentication: June 9, 2005                                            

C-1-2-5 

EX-4.1 280th Page of 356 TOC 1st Previous Next ↓Bottom Just 280th
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

                                                                [Download Table]
                                                                                  
TEN COM  -  as tenants in common            UNIF GIFT MIN ACT  -  Custodian       
                                                                  ---------       
                                                                  (Cust) (Minor)  
TEN ENT  -  as tenants by the entireties                          under Uniform   
                                                                  Gifts to Minors 
JT TEN   -  as joint tenants with right of                        Act             
            survivorship and not as                               ----------------
            tenants in common                                         (State)     


 Additional abbreviations may also be used though not in
the above list. 

C-1-2-6 

EX-4.1 281st Page of 356 TOC 1st Previous Next ↓Bottom Just 281st
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________ 
________________________________________________________________________(Please 
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

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

Dated:                                                                          
                                           -------------------------------------
                                           Signature by or on behalf of assignor

                                           -------------------------------------
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately      
available funds to _____________________________________________________________
________________________________________________________________________________
________________________________________________________________ for the account
of ________________________________________, account number _________, or, if   
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to _________________________________ This
information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.

C-1-2-7 

EX-4.1 282nd Page of 356 TOC 1st Previous Next ↓Bottom Just 282nd
 EXHIBIT C-2

 FORM OF CLASS M-1 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.                               

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO   
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE     
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE         
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN     
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A 
PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO THE  
FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (COLLECTIVELY, A      
"PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON   
BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A REPRESENTATION THAT THE    
TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS
OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF         
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND  
HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF   
PTCE 95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON     
WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO   
THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE          
TRANSFEREE WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I  
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL   
NOT SUBJECT THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE       
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN   
THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN      
EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE        
TRUSTEE.                                                                        

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE AND CERTAIN OTHER PROPERTY.                                            

C-2-1 

EX-4.1 283rd Page of 356 TOC 1st Previous Next ↓Bottom Just 283rd
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS M-1

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                                        [Enlarge/Download Table]

                                                                                                     
Series 2005-CB3, Class M-1                        Original Class Certificate Principal Balance of the
                                                  Class M-1 Certificates as of the Closing Date:     
                                                  $26,717,000.00                                     
Pass-Through Rate: Variable(1)                                                                       

Date of Pooling and Servicing Agreement and Cut-  Initial Certificate Principal Balance:             
off Date: May 1, 2005                             $26,717,000.00                                     
First Distribution Date:  June 25, 2005           Servicer: Litton Loan Servicing LP                 

No.                                               Trustee: U.S. Bank National Association            

CUSIP: 12489W LE 2                                Closing Date: June 9, 2005                         

ISIN:  US1249WLE20                                                                                   

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class M-1
Certificates) in that certain beneficial ownership interest evidenced by all the
Class M-1 Certificates in the Trust Fund created pursuant to a Pooling and      
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill  
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term  
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary  
of certain of the pertinent provisions of which is set forth hereafter. To the  
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

---------------                                                                 
(1) Subject to a cap as described in the Agreement                              

C-2-2 

EX-4.1 284th Page of 356 TOC 1st Previous Next ↓Bottom Just 284th
       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the last Business Day of the month immediately     
preceding the month in which the related Distribution Date occurs (the "Record  
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-1 Certificates on such Distribution 
Date pursuant to the Agreement.                                                 

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class M-1 Certificates 
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

     The Class M-1 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR          
Determination Date, plus the Class M-1 Certificate Margin, (ii) the Subordinate 
Rate Cap and (iii) the Subordinate Maximum Rate Cap.                            

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-1 Certificates.                            

       The Class M-1 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

     This Certificate is subordinated in right of payment to the Class A
Certificates as described in the Agreement.                                     

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

C-2-3 

EX-4.1 285th Page of 356 TOC 1st Previous Next ↓Bottom Just 285th
     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

C-2-4 

EX-4.1 286th Page of 356 TOC 1st Previous Next ↓Bottom Just 286th
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated: June 9, 2005                                                             

                                     U.S. BANK NATIONAL ASSOCIATION,
                          as Trustee

         By:
                                              ----------------------------------
                                          Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                     U.S. BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar

         By:
                                              ----------------------------------
                                            Authorized Signatory
Date of authentication: June 9, 2005                                            

C-2-5 

EX-4.1 287th Page of 356 TOC 1st Previous Next ↓Bottom Just 287th
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

                                                                [Download Table]
                                                                                  
TEN COM  -  as tenants in common            UNIF GIFT MIN ACT  -  Custodian       
                                                                  ---------       
                                                                  (Cust) (Minor)  
TEN ENT  -  as tenants by the entireties                          under Uniform   
                                                                  Gifts to Minors 
JT TEN   -  as joint tenants with right of                        Act             
            survivorship and not as                               ----------------
            tenants in common                                         (State)     


 Additional abbreviations may also be used though not in
the above list. 

C-2-6 

EX-4.1 288th Page of 356 TOC 1st Previous Next ↓Bottom Just 288th
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________ 
________________________________________________________________________(Please 
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

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

Dated:                                                                          
                                           -------------------------------------
                                           Signature by or on behalf of assignor

                                           -------------------------------------
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately      
available funds to _____________________________________________________________
________________________________________________________________________________
________________________________________________________________ for the account
of ________________________________________, account number _________, or, if   
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to _________________________________ This
information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.

C-2-7 

EX-4.1 289th Page of 356 TOC 1st Previous Next ↓Bottom Just 289th
 EXHIBIT C-3

 FORM OF CLASS M-2 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS   
M-1 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.              

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO   
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE     
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE         
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN     
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A 
PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO THE  
FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (COLLECTIVELY, A      
"PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON   
BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A REPRESENTATION THAT THE    
TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS
OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF         
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND  
HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF   
PTCE 95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON     
WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO   
THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE          
TRANSFEREE WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I  
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL   
NOT SUBJECT THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE       
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN   
THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN      
EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE        
TRUSTEE.                                                                        

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE AND CERTAIN OTHER PROPERTY.                                            

C-3-1 

EX-4.1 290th Page of 356 TOC 1st Previous Next ↓Bottom Just 290th
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS M-2

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                                        [Enlarge/Download Table]
                                                                                                     
Series 2005-CB3, Class M-2                        Original Class Certificate Principal Balance of the
                                                  Class M-2 Certificates as of the Closing Date:     
                                                  $14,402,000.00                                     
Pass-Through Rate:  Variable(1)                                                                      

Date of Pooling and Servicing Agreement and Cut-  Initial Certificate Principal Balance:             
off Date: May 1, 2005                             $14,402,000.00                                     
First Distribution Date:  June 25, 2005           Servicer: Litton Loan Servicing LP                 

No.                                               Trustee: U.S. Bank National Association            

CUSIP: 12489W LF 9                                Closing Date: June 9, 2005                         

ISIN: US12489WLF94                                                                                   

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class M-2
Certificates) in that certain beneficial ownership interest evidenced by all the
Class M-2 Certificates in the Trust Fund created pursuant to a Pooling and      
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill  
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term  
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary  
of certain of the pertinent provisions of which is set forth hereafter. To the  
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

---------------                                                                 
(1) Subject to a cap as described in the Agreement                              

C-3-2 

EX-4.1 291st Page of 356 TOC 1st Previous Next ↓Bottom Just 291st
       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the last Business Day of the month immediately     
preceding the month in which the related Distribution Date occurs (the "Record  
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-2 Certificates on such Distribution 
Date pursuant to the Agreement.                                                 

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class M-2 Certificates 
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

     The Class M-2 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR          
Determination Date, plus the Class M-2 Certificate Margin, (ii) the Subordinate 
Rate Cap and (iii) the Subordinate Maximum Rate Cap.                            

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-2 Certificates.                            

       The Class M-2 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

         This Certificate is subordinated in right of payment to the Class A and
Class M-1 Certificates as described in the Agreement.                           

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

C-3-3 

EX-4.1 292nd Page of 356 TOC 1st Previous Next ↓Bottom Just 292nd
     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

C-3-4 

EX-4.1 293rd Page of 356 TOC 1st Previous Next ↓Bottom Just 293rd
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated: June 9, 2005                                                             

                                     U.S. BANK NATIONAL ASSOCIATION,
                          as Trustee

         By:
                                              ----------------------------------
                                          Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                     U.S. BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar

         By:
                                              ----------------------------------
                                            Authorized Signatory
Date of authentication: June 9, 2005                                            

C-3-5 

EX-4.1 294th Page of 356 TOC 1st Previous Next ↓Bottom Just 294th
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

                                                                [Download Table]
                                                                                  
TEN COM  -  as tenants in common            UNIF GIFT MIN ACT  -  Custodian       
                                                                  ---------       
                                                                  (Cust) (Minor)  
TEN ENT  -  as tenants by the entireties                          under Uniform   
                                                                  Gifts to Minors 
JT TEN   -  as joint tenants with right of                        Act             
            survivorship and not as                               ----------------
            tenants in common                                         (State)     


Additional abbreviations may also be used though not on the above list.         

C-3-6 

EX-4.1 295th Page of 356 TOC 1st Previous Next ↓Bottom Just 295th
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________ 
________________________________________________________________________(Please 
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

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

Dated:                                                                          
                                           -------------------------------------
                                           Signature by or on behalf of assignor

                                           -------------------------------------
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately      
available funds to _____________________________________________________________
________________________________________________________________________________
________________________________________________________________ for the account
of ________________________________________, account number _________, or, if   
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to _________________________________ This
information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.

C-3-7 

EX-4.1 296th Page of 356 TOC 1st Previous Next ↓Bottom Just 296th
 EXHIBIT C-4

FORM OF CLASS M-3 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M-1  
AND CLASS M-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.    

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO   
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE     
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE         
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN     
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A 
PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO THE  
FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (COLLECTIVELY, A      
"PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON   
BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A REPRESENTATION THAT THE    
TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS
OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF         
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND  
HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF   
PTCE 95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON     
WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO   
THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE          
TRANSFEREE WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I  
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL   
NOT SUBJECT THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE       
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN   
THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN      
EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE        
TRUSTEE.                                                                        

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE AND CERTAIN OTHER PROPERTY.                                            

C-4-1 

EX-4.1 297th Page of 356 TOC 1st Previous Next ↓Bottom Just 297th
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS M-3

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                                        [Enlarge/Download Table]
                                                                                                      
Series 2005-CB3, Class M-3                        Original Class Certificate Principal Balance of the 
                                                  Class M-3 Certificates as of the Closing Date:      
                                                  $6,470,000.00                                       
Pass-Through Rate: Variable(1)                                                                        

Date of Pooling and Servicing Agreement and Cut-  Initial Certificate Principal Balance: $6,470,000.00
off Date: May 1, 2005                                                                                 
First Distribution Date:  June 25, 2005           Servicer: Litton Loan Servicing LP                  

No.                                               Trustee: U.S. Bank National Association             

CUSIP: 12489W LG 7                                Closing Date: June 9, 2005                          

ISIN: US12489WLG77                                                                                    

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class M-3
Certificates) in that certain beneficial ownership interest evidenced by all the
Class M-3 Certificates in the Trust Fund created pursuant to a Pooling and      
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill  
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term  
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary  
of certain of the pertinent provisions of which is set forth hereafter. To the  
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

---------------                                                                 
(1) Subject to a cap as described in the Agreement                              

C-4-2 

EX-4.1 298th Page of 356 TOC 1st Previous Next ↓Bottom Just 298th
       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the last Business Day of the month immediately     
preceding the month in which the related Distribution Date occurs (the "Record  
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-3 Certificates on such Distribution 
Date pursuant to the Agreement.                                                 

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class M-3 Certificates 
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

     The Class M-3 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR          
Determination Date, plus the Class M-3 Certificate Margin, (ii) the Subordinate 
Rate Cap and (iii) the Subordinate Maximum Rate Cap.                            

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-3 Certificates.                            

       The Class M-3 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      This Certificate is subordinated in right of payment to the Class A,
Class M-1 and Class M-2 Certificates as described in the Agreement.             

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

C-4-3 

EX-4.1 299th Page of 356 TOC 1st Previous Next ↓Bottom Just 299th
     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

C-4-4 

EX-4.1 300th Page of 356 TOC 1st Previous Next ↓Bottom Just 300th
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated: June 9, 2005                                                             

                                     U.S. BANK NATIONAL ASSOCIATION,
                          as Trustee

         By:
                                              ----------------------------------
                                          Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                     U.S. BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar

         By:
                                              ----------------------------------
                                            Authorized Signatory
Date of authentication: June 9, 2005                                            

C-4-5 

EX-4.1 301st Page of 356 TOC 1st Previous Next ↓Bottom Just 301st
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

                                                                [Download Table]
                                                                                  
TEN COM  -  as tenants in common            UNIF GIFT MIN ACT  -  Custodian       
                                                                  ---------       
                                                                  (Cust) (Minor)  
TEN ENT  -  as tenants by the entireties                          under Uniform   
                                                                  Gifts to Minors 
JT TEN   -  as joint tenants with right of                        Act             
            survivorship and not as                               ----------------
            tenants in common                                         (State)     


 Additional abbreviations may also be used though not in
the above list. 

C-4-6 

EX-4.1 302nd Page of 356 TOC 1st Previous Next ↓Bottom Just 302nd
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________ 
________________________________________________________________________(Please 
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

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

Dated:                                                                          
                                           -------------------------------------
                                           Signature by or on behalf of assignor

                                           -------------------------------------
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately      
available funds to _____________________________________________________________
________________________________________________________________________________
________________________________________________________________ for the account
of ________________________________________, account number _________, or, if   
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to _________________________________ This
information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.

C-4-7 

EX-4.1 303rd Page of 356 TOC 1st Previous Next ↓Bottom Just 303rd
 EXHIBIT C-5

 FORM OF CLASS M-4 CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE     
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS 
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE   
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS      
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO    
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED             
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.                                     

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M-1, 
CLASS M-2 AND CLASS M-3 CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO  
HEREIN.                                                                         

EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO HEREIN, NO   
TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE TRUSTEE AND THE     
CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A REPRESENTATION FROM THE         
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN     
EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE         
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO 
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A 
PLAN SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO THE  
FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") (COLLECTIVELY, A      
"PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS CERTIFICATE FOR, ON   
BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) A REPRESENTATION THAT THE    
TRANSFEREE IS AN INSURANCE COMPANY THAT IS ACQUIRING THE CERTIFICATE WITH ASSETS
OF AN "INSURANCE COMPANY GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF         
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND  
HOLDING OF THE CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF   
PTCE 95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE REGISTRAR, AND UPON     
WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL BE ENTITLED TO RELY, TO   
THE EFFECT THAT THE ACQUISITION AND HOLDING OF THIS CERTIFICATE BY THE          
TRANSFEREE WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I  
OF ERISA OR SECTION 4975 OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL   
NOT SUBJECT THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE       
TRUSTEE TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN   
THE AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN      
EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE        
TRUSTEE.                                                                        

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL    
OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT         
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE CODE AND CERTAIN OTHER PROPERTY.                                            

C-5-1 

EX-4.1 304th Page of 356 TOC 1st Previous Next ↓Bottom Just 304th
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS M-4

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                                        [Enlarge/Download Table]
                                                                                                      
Series 2005-CB3, Class M-4                        Original Class Certificate Principal Balance of the 
                                                  Class M-4 Certificates as of the Closing Date:      
                                                  $6,053,000.00                                       
Pass-Through Rate:  Variable(1)                                                                       

Date of Pooling and Servicing Agreement and Cut-  Initial Certificate Principal Balance: $6,053,000.00
off Date: May 1, 2005                                                                                 
First Distribution Date: June 25, 2005            Servicer: Litton Loan Servicing LP                  

No.                                               Trustee: U.S. Bank National Association             

CUSIP: 12489W LJ 1                                Closing Date: June 9, 2005                          

ISIN: US12489WLJ17                                                                                    

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS         
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE           
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN   
THE AMOUNT SHOWN ABOVE.                                                         

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN MERRILL     
LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR ANY OF THEIR       
AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY 
OF THE UNITED STATES.                                                           

        This certifies that CEDE & CO. is the registered owner of a Percentage
Interest (obtained by dividing the Initial Certificate Principal Balance of this
Certificate by the Original Class Certificate Principal Balance of the Class M-4
Certificates) in that certain beneficial ownership interest evidenced by all the
Class M-4 Certificates in the Trust Fund created pursuant to a Pooling and      
Servicing Agreement, dated as specified above (the "Agreement"), among Merrill  
Lynch Mortgage Investors, Inc. (hereinafter called the "Depositor," which term  
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary  
of certain of the pertinent provisions of which is set forth hereafter. To the  
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

---------------                                                                 
(1) Subject to a cap as described in the Agreement                              

C-5-2 

EX-4.1 305th Page of 356 TOC 1st Previous Next ↓Bottom Just 305th
       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the last Business Day of the month immediately     
preceding the month in which the related Distribution Date occurs (the "Record  
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-4 Certificates on such Distribution 
Date pursuant to the Agreement.                                                 

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class M-4 Certificates 
the aggregate Initial Certificate Principal Balance of which is in excess of    
$5,000,000, or by check mailed by first class mail to the address of the Person 
entitled thereto, as such name and address shall appear on the Certificate      
Register, provided that the Certificate Registrar may deduct a reasonable wire  
transfer fee from any payment made by wire transfer. Notwithstanding the above, 
the final distribution on this Certificate will be made after due notice by the 
Trustee of the pendency of such distribution and only upon presentation and     
surrender of this Certificate at the office or agency appointed by the Trustee  
for that purpose as provided in the Agreement.                                  

     The Class M-4 Pass-Through Rate on each Distribution Date will be a
rate per annum equal to the least of (i) LIBOR as of the related LIBOR          
Determination Date, plus the Class M-4 Certificate Margin, (ii) the Subordinate 
Rate Cap and (iii) the Subordinate Maximum Rate Cap.                            

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-4 Certificates.                            

       The Class M-4 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      This Certificate is subordinated in right of payment to the Class A,
Class M-1, Class M-2 and Class M-3 Certificates as described in the Agreement.  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

C-5-3 

EX-4.1 306th Page of 356 TOC 1st Previous Next ↓Bottom Just 306th
     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations specified in the Agreement. As provided in 
the Agreement and subject to certain limitations therein set forth, Certificates
are exchangeable for new Certificates of the same Class in authorized           
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.                                               

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

C-5-4 

EX-4.1 307th Page of 356 TOC 1st Previous Next ↓Bottom Just 307th
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated: June 9, 2005                                                             

                                     U.S. BANK NATIONAL ASSOCIATION,
                          as Trustee

         By:
                                              ----------------------------------
                                          Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                     U.S. BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar

         By:
                                              ----------------------------------
                                            Authorized Signatory
Date of authentication: June 9, 2005                                            

C-5-5 

EX-4.1 308th Page of 356 TOC 1st Previous Next ↓Bottom Just 308th
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

                                                                [Download Table]
                                                                                  
TEN COM  -  as tenants in common            UNIF GIFT MIN ACT  -  Custodian       
                                                                  ---------       
                                                                  (Cust) (Minor)  
TEN ENT  -  as tenants by the entireties                          under Uniform   
                                                                  Gifts to Minors 
JT TEN   -  as joint tenants with right of                        Act             
            survivorship and not as                               ----------------
            tenants in common                                         (State)     


 Additional abbreviations may also be used though not in
the above list. 

C-5-6 

EX-4.1 309th Page of 356 TOC 1st Previous Next ↓Bottom Just 309th
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________ 
________________________________________________________________________(Please 
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

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

Dated:                                                                          
                                           -------------------------------------
                                           Signature by or on behalf of assignor

                                           -------------------------------------
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately      
available funds to _____________________________________________________________
________________________________________________________________________________
________________________________________________________________ for the account
of ________________________________________, account number _________, or, if   
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to _________________________________ This
information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.

C-5-7 

EX-4.1 310th Page of 356 TOC 1st Previous Next ↓Bottom Just 310th
 EXHIBIT C-6

 FORM OF CLASS X CERTIFICATE

     FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
     DIRECT OR INDIRECT BENEFICIAL INTEREST IN A "REGULAR INTEREST" IN A
        "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
         RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
  1986, AS AMENDED (THE "CODE") AND THE OBLIGATION TO MAKE CERTAIN
PAYMENTS.                                                     

        THIS CLASS X CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF
 THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT
REFERRED TO HEREIN.                                           

      THIS CLASS X CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH
TIME AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.        

         THIS CLASS X CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
      LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
         CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY
IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR   
        QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.                             

    EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO
        HEREIN, NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE
 TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A
      REPRESENTATION FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT
     THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
      SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
   1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO SECTION 4975 OF THE
  INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A PLAN
       SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") 
       (COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING
         THIS CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN,
       (B) A REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT
   IS ACQUIRING THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY
       GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION
        CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND HOLDING OF THE
     CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF PTCE
  95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN
    OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE
     REGISTRAR, AND UPON WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR
   SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
    HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT RESULT IN A
         NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975
      OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE
      CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO
        ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE
        AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN
      EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR
THE TRUSTEE.                                                  

C-6-1 

EX-4.1 311th Page of 356 TOC 1st Previous Next ↓Bottom Just 311th
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES
SERIES 2005-CB3, CLASS X

evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                                        [Enlarge/Download Table]
                                                                                         
Series 2005-CB3, Class X                          Servicer: Litton Loan Servicing LP     

Date of Pooling and Servicing Agreement and Cut-  Trustee: U.S. Bank National Association
off Date: May 1, 2005                                                                    
First Distribution Date: June 25, 2005            Closing Date: June 9, 2005             

Percentage Interest: 100%                         CUSIP: 12489W LU 9                     
                                                  ISIN: US12489WLU61                     

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      MERRILL LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR
    ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY
AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.               

        This certifies that MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
is the registered owner of a Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class X Certificates in the  
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as      
specified above (the "Agreement"), among Merrill Lynch Mortgage Investors, Inc. 
(hereinafter called the "Depositor," which term includes any successor entity   
under the Agreement), Credit-Based Asset Servicing and Securitization LLC (the  
"Seller"), the Servicer and the Trustee, a summary of certain of the pertinent  
provisions of which is set forth hereafter. To the extent not defined herein,   
the capitalized terms used herein have the meanings assigned in the Agreement.  
This Certificate is issued under and is subject to the terms, provisions and    
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the last Business Day of the month immediately     
preceding the month in which the related Distribution Date occurs (the "Record  
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class X Certificates on such Distribution   
Date pursuant to the Agreement.                                                 

C-6-2 

EX-4.1 312th Page of 356 TOC 1st Previous Next ↓Bottom Just 312th
         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class X Certificates   
the aggregate Initial Certificate Principal Balance of which is in excess of a  
66% Percentage Interest of the Class X Certificates, or by check mailed by first
class mail to the address of the Person entitled thereto, as such name and      
address shall appear on the Certificate Register, provided that the Certificate 
Registrar may deduct a reasonable wire transfer fee from any payment made by    
wire transfer. Notwithstanding the above, the final distribution on this        
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the   
Agreement.                                                                      

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified on the face hereof.                           

     The Class X Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

C-6-3 

EX-4.1 313th Page of 356 TOC 1st Previous Next ↓Bottom Just 313th
     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

       No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and     
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification (i) the Certificateholder desiring to effect the transfer and  
such Certificateholder's prospective transferee shall each execute a            
representation letter in the form described by the Agreement certifying to the  
Certificate Registrar the facts surrounding the transfer, and (ii) unless such  
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor   
and the Certificate Registrar may require an Opinion of Counsel satisfactory to 
them that such transfer may be made without such registration or qualification, 
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee  
or the Certificate Registrar, in their respective capacities as such. None of   
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required    
under the Agreement to permit the transfer of such Certificates without         
registration or qualification. Any such Certificateholder desiring to effect    
such transfer shall, and does hereby agree to, indemnify the Trustee, the       
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with   
such federal and state laws.                                                    

     No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,     
including individual retirement accounts and annuities, Keogh plans and         
collective investment funds and separate accounts in which such plans, accounts 
or arrangements are invested that are subject to the fiduciary responsibility   
provisions of ERISA and Section 4975 of the Code ("Plans") or any person who is 
directly or indirectly purchasing the Certificate or interest therein on behalf 
of, as named fiduciary of, as trustee of, or with assets of a Plan.             

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

C-6-4 

EX-4.1 314th Page of 356 TOC 1st Previous Next ↓Bottom Just 314th
   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

C-6-5 

EX-4.1 315th Page of 356 TOC 1st Previous Next ↓Bottom Just 315th
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated: June 9, 2005                                                             

                                     U.S. BANK NATIONAL ASSOCIATION,
                          as Trustee

         By:
                                              ----------------------------------
                                          Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                     U.S. BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar

         By:
                                              ----------------------------------
                                            Authorized Signatory
Date of authentication: June 9, 2005                                            

C-6-6 

EX-4.1 316th Page of 356 TOC 1st Previous Next ↓Bottom Just 316th
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

                                                                [Download Table]
                                                                                  
TEN COM  -  as tenants in common            UNIF GIFT MIN ACT  -  Custodian       
                                                                  ---------       
                                                                  (Cust) (Minor)  
TEN ENT  -  as tenants by the entireties                          under Uniform   
                                                                  Gifts to Minors 
JT TEN   -  as joint tenants with right of                        Act             
            survivorship and not as                               ----------------
            tenants in common                                         (State)     


 Additional abbreviations may also be used though not in
the above list. 

C-6-7 

EX-4.1 317th Page of 356 TOC 1st Previous Next ↓Bottom Just 317th
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________ 
________________________________________________________________________(Please 
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

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

Dated:                                                                          
                                           -------------------------------------
                                           Signature by or on behalf of assignor

                                           -------------------------------------
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately      
available funds to _____________________________________________________________
________________________________________________________________________________
________________________________________________________________ for the account
of ________________________________________, account number _________, or, if   
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to _________________________________ This
information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.

C-6-8 

EX-4.1 318th Page of 356 TOC 1st Previous Next ↓Bottom Just 318th
 EXHIBIT C-7

 FORM OF CLASS N CERTIFICATE

     FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A
     DIRECT OR INDIRECT BENEFICIAL INTEREST IN A "REGULAR INTEREST" IN A
        "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED,
         RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
  1986, AS AMENDED (THE "CODE") AND THE OBLIGATION TO MAKE CERTAIN
PAYMENTS.                                                     

        THIS CLASS N CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF
 THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE AGREEMENT
REFERRED TO HEREIN.                                           

      THIS CLASS N CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH
TIME AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.        

         THIS CLASS N CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
      LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
         CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY
IN A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR   
        QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE AGREEMENT REFERRED TO HEREIN.                             

    EXCEPT AS PROVIDED IN SECTION 5.02(D) OF THE AGREEMENT REFERRED TO
        HEREIN, NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE
 TRUSTEE AND THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED (A) A
      REPRESENTATION FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT
     THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT
      SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
   1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO SECTION 4975 OF THE
  INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR A PLAN
       SUBJECT TO STATE, LOCAL OR OTHER FEDERAL LAW SUBSTANTIVELY SIMILAR TO
THE FOREGOING PROVISIONS OF ERISA OR THE CODE ("SIMILAR LAW") 
       (COLLECTIVELY, A "PLAN"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING
         THIS CERTIFICATE FOR, ON BEHALF OF OR WITH ANY ASSETS OF ANY SUCH PLAN,
       (B) A REPRESENTATION THAT THE TRANSFEREE IS AN INSURANCE COMPANY THAT
   IS ACQUIRING THE CERTIFICATE WITH ASSETS OF AN "INSURANCE COMPANY
       GENERAL ACCOUNT" AS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION
        CLASS EXEMPTION ("PTCE") 95-60, AND THE ACQUISITION AND HOLDING OF THE
     CERTIFICATE ARE COVERED AND EXEMPT UNDER SECTIONS I AND III OF PTCE
  95-60, OR (C) SOLELY IN THE CASE OF A DEFINITIVE CERTIFICATE, AN
    OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AND THE CERTIFICATE
     REGISTRAR, AND UPON WHICH THE TRUSTEE AND THE CERTIFICATE REGISTRAR
   SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE ACQUISITION AND
    HOLDING OF THIS CERTIFICATE BY THE TRANSFEREE WILL NOT RESULT IN A
         NONEXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975
      OF THE CODE, OR A VIOLATION OF SIMILAR LAW, AND WILL NOT SUBJECT THE
      CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR THE TRUSTEE TO
        ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE
        AGREEMENT REFERRED TO HEREIN, WHICH OPINION OF COUNSEL SHALL NOT BE AN
      EXPENSE OF THE CERTIFICATE REGISTRAR, THE DEPOSITOR, THE SERVICER OR
THE TRUSTEE.                                                  

C-7-1 

EX-4.1 319th Page of 356 TOC 1st Previous Next ↓Bottom Just 319th
evidencing a beneficial ownership interest in a portion of a Trust Fund         
consisting primarily of a pool of conventional fixed-rate and adjustable-rate   
one- to four-family first and second lien mortgage loans formed and sold by     

MERRILL LYNCH MORTGAGE INVESTORS, INC.

                                                        [Enlarge/Download Table]
                                                                                                    
Series 2005-CB3, Class N                          Original Class Certificate Notional Balance of the
                                                  Class N Certificates as of the Closing Date:      
                                                  $13,400,000.00                                    
Pass-Through Rate: 8.00%                          Initial Notional Amount: $13,400,000.00           

Date of Pooling and Servicing Agreement and Cut-  Servicer: Litton Loan Servicing LP                
off Date: May 1, 2005                                                                               
First Distribution Date: June 25, 2005            Trustee: U.S. Bank National Association           

CUSIP: 12489W LT 9                                Closing Date: June 9, 2005                        
ISIN: US12489WLT98                                                                                  

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
      MERRILL LYNCH MORTGAGE INVESTORS, INC., THE SERVICER, THE TRUSTEE OR
    ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT GUARANTEED BY ANY
AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.               

        This certifies that MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
is the registered owner of a Percentage Interest (obtained by dividing the      
Initial Notional Amount of this Certificate by the Original Class N Notional    
Amount) in that certain beneficial ownership interest evidenced by all the Class
N Certificates in the Trust Fund created pursuant to a Pooling and Servicing    
Agreement, dated as specified above (the "Agreement"), among Merrill Lynch      
Mortgage Investors, Inc. (hereinafter called the "Depositor," which term        
includes any successor entity under the Agreement), Credit-Based Asset Servicing
and Securitization LLC (the "Seller"), the Servicer and the Trustee, a summary  
of certain of the pertinent provisions of which is set forth hereafter. To the  
extent not defined herein, the capitalized terms used herein have the meanings  
assigned in the Agreement. This Certificate is issued under and is subject to   
the terms, provisions and conditions of the Agreement, to which Agreement the   
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

C-7-2 

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       Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (a "Distribution Date"), commencing on the   
first Distribution Date specified above, to the Person in whose name this       
Certificate is registered on the last Business Day of the month immediately     
preceding the month in which the related Distribution Date occurs or the Closing
Date in the case of the first Distribution Date (the "Record Date"), from funds 
in the Distribution Account in an amount equal to the product of the Percentage 
Interest evidenced by this Certificate and the amount required to be distributed
to the Holders of Class N Certificates on such Distribution Date pursuant to the
Agreement.                                                                      

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire        
transfer in immediately available funds to the account of the Person entitled   
thereto if such Person shall have so notified the Certificate Registrar in      
writing at least five Business Days prior to the Record Date immediately prior  
to such Distribution Date and is the registered owner of Class N Certificates   
the aggregate Initial Certificate Principal Balance of which is in excess of a  
66% Percentage Interest of the Class N Certificates, or by check mailed by first
class mail to the address of the Person entitled thereto, as such name and      
address shall appear on the Certificate Register, provided that the Certificate 
Registrar may deduct a reasonable wire transfer fee from any payment made by    
wire transfer. Notwithstanding the above, the final distribution on this        
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the   
Agreement.                                                                      

The Pass-Through Rate for this Class N Certificates on each   
Distribution Date will be the per annum rate specified above.                   

    This Certificate is one of a duly authorized issue of Certificates
designated as C-BASS Mortgage Loan Asset-Backed Certificates of the Series      
specified on the face hereof (herein called the "Certificates") and representing
the Percentage Interest specified on the face hereof.                           

     The Class N Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more           
specifically set forth herein and in the Agreement. As provided in the          
Agreement, withdrawals from the Collection Account and the Distribution Account 
may be made from time to time for purposes other than distributions to          
Certificateholders, such purposes including reimbursement of advances made, or  
certain expenses incurred, with respect to the Mortgage Loans.                  

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Depositor, the Servicer, the Trustee, the Seller and the rights of the          
Certificateholders under the Agreement at any time by the Depositor, the        
Servicer, the Seller and the Trustee with the consent of the Holders of         
Certificates entitled to the Voting Rights identified in the agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on    
such Holder and upon all future Holders of this Certificate and of any          
Certificate issued upon the transfer hereof or in exchange herefor or in lieu   
hereof whether or not notation of such consent is made upon this Certificate.   
The Agreement also permits the amendment thereof, in certain limited            
circumstances, without the consent of the Holders of any of the Certificates.   

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register upon surrender of this Certificate for registration of transfer at the 
offices or agencies appointed by the Trustee as provided in the Agreement, duly 
endorsed by, or accompanied by an assignment in the form below or other written 
instrument of transfer in form satisfactory to the Trustee and the Certificate  
Registrar duly executed by, the Holder hereof or such Holder's attorney duly    
authorized in writing, and thereupon one or more new Certificates of the same   
Class in authorized denominations evidencing the same aggregate Percentage      
Interest will be issued to the designated transferee or transferees.            

C-7-3 

EX-4.1 321st Page of 356 TOC 1st Previous Next ↓Bottom Just 321st
     The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain           
limitations therein set forth, Certificates are exchangeable for new            
Certificates of the same Class in authorized denominations evidencing the same  
aggregate Percentage Interest, as requested by the Holder surrendering the same.

       No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and     
effective registration or qualification under applicable state securities laws, 
or is made in a transaction that does not require such registration or          
qualification. In the event that a transfer is to be made without registration  
or qualification (i) the Certificateholder desiring to effect the transfer and  
such Certificateholder's prospective transferee shall each execute a            
representation letter in the form described by the Agreement certifying to the  
Certificate Registrar the facts surrounding the transfer, and (ii) unless such  
transfer is made in reliance upon Rule 144A under the 1933 Act, the Depositor   
and the Certificate Registrar may require an Opinion of Counsel satisfactory to 
them that such transfer may be made without such registration or qualification, 
which Opinion of Counsel shall not be an expense of the Depositor, the Trustee  
or the Certificate Registrar, in their respective capacities as such. None of   
the Depositor, the Certificate Registrar or the Trustee is obligated to register
or qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required    
under the Agreement to permit the transfer of such Certificates without         
registration or qualification. Any such Certificateholder desiring to effect    
such transfer shall, and does hereby agree to, indemnify the Trustee, the       
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with   
such federal and state laws.                                                    

     No transfer of a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,     
including individual retirement accounts and annuities, Keogh plans and         
collective investment funds and separate accounts in which such plans, accounts 
or arrangements are invested that are subject to the fiduciary responsibility   
provisions of ERISA and Section 4975 of the Code ("Plans") or any person who is 
directly or indirectly purchasing the Certificate or interest therein on behalf 
of, as named fiduciary of, as trustee of, or with assets of a Plan.             

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

    The Depositor, the Servicer, the Trustee, any Paying Agent and the
Certificate Registrar and any agent of the Depositor, the Servicer, the Trustee,
any Paying Agent or the Certificate Registrar may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and none of
the Depositor, the Servicer, the Trustee, the Certificate Registrar, any Paying 
Agent nor any such agent shall be affected by notice to the contrary.           

     The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts   
held by or on behalf of the Trustee and required to be paid to them pursuant to 
the Agreement following the earlier of (i) the final payment or other           
liquidation (or any advance with respect thereto) of the last Mortgage Loan     
remaining in the Trust Fund, and (ii) the purchase by the party designated in   
the Agreement at a price determined as provided in the Agreement from the Trust 
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the 
Agreement to purchase from the Trust Fund all Mortgage Loans and all property   
acquired in respect of any Mortgage Loan at a price determined as provided in   
the Agreement. The exercise of such right will effect early retirement of the   
Certificates; however, such right to purchase is subject to the aggregate       
Principal Balance of the Mortgage Loans at the time of purchase being 10% or    
less of the Cut-off Date Aggregate Principal Balance.                           

C-7-4 

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   The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.      

      Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be   
entitled to any benefit under the Agreement or be valid for any purpose.        

C-7-5 

EX-4.1 323rd Page of 356 TOC 1st Previous Next ↓Bottom Just 323rd
        IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated: June 9, 2005                                                             

                                     U.S. BANK NATIONAL ASSOCIATION,
                          as Trustee

         By:
                                              ----------------------------------
                                          Authorized Officer

 CERTIFICATE OF AUTHENTICATION

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

                                     U.S. BANK NATIONAL ASSOCIATION,
                                        as Certificate Registrar

         By:
                                              ----------------------------------
                                            Authorized Signatory
Date of authentication: June 9, 2005                                            

C-7-6 

EX-4.1 324th Page of 356 TOC 1st Previous Next ↓Bottom Just 324th
 ABBREVIATIONS

       The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full  
according to applicable laws or regulations:                                    

                                                                [Download Table]
                                                                                  
TEN COM  -  as tenants in common            UNIF GIFT MIN ACT  -  Custodian       
                                                                  ---------       
                                                                  (Cust) (Minor)  
TEN ENT  -  as tenants by the entireties                          under Uniform   
                                                                  Gifts to Minors 
JT TEN   -  as joint tenants with right of                        Act             
            survivorship and not as                               ----------------
            tenants in common                                         (State)     


 Additional abbreviations may also be used though not in
the above list. 

C-7-7 

EX-4.1 325th Page of 356 TOC 1st Previous Next ↓Bottom Just 325th
ASSIGNMENT

   FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________________________ 
________________________________________________________________________(Please 
print or typewrite name, address including postal zip code, and Taxpayer        
Identification Number of assignee)                                              

a Percentage Interest equal to ____% evidenced by the within asset-backed       
Certificate and hereby authorize(s) the registration of transfer of such        
interest to assignee on the Certificate Register of the Trust Fund.             

I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee 
and deliver such Certificate to the following address:                          

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

Dated:                                                                          
                                           -------------------------------------
                                           Signature by or on behalf of assignor

                                           -------------------------------------
                          Signature Guaranteed

 DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately      
available funds to _____________________________________________________________
________________________________________________________________________________
________________________________________________________________ for the account
of ________________________________________, account number _________, or, if   
mailed by check, to ___________________________________________________________.
Applicable statements should be mailed to _________________________________ This
information is provided by ________________________________________________, the
assignee named above, or ________________________________________, as its agent.

C-7-8 

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 EXHIBIT D-1

 MORTGAGE LOAN SCHEDULE FOR GROUP I MORTGAGE LOANS

 ON FILE AT THE OFFICES OF DECHERT LLP
1717 ARCH STREET
4000 BELL ATLANTIC TOWER
PHILADELPHIA, PA 19103
(215) 994-4000
 ATTNETION: STEVEN J. MOLITOR, ESQUIRE

D-1 

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 EXHIBIT D-2

MORTGAGE LOAN SCHEDULE FOR GROUP II MORTGAGE LOANS

 ON FILE AT THE OFFICES OF DECHERT LLP
1717 ARCH STREET
4000 BELL ATLANTIC TOWER
PHILADELPHIA, PA 19103
(215) 994-4000
 ATTNETION: STEVEN J. MOLITOR, ESQUIRE

D-2 

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 EXHIBIT E

FORM OF REQUEST FOR RELEASE OF DOCUMENTS

To:      U.S. Bank National Association                                         
60 Livingston Avenue                                          
St. Paul, Minnesota 55107                                     
Attention: Structured Finance C-BASS 2005-CB3                 
[and/or its designee]                                         

Re:      Pooling and Servicing Agreement dated as of May 1, 2005 among Merrill  
  Lynch Mortgage Investors, Inc., as depositor, Credit-Based Asset
      Servicing and Securitization LLC, U.S. Bank National Association, as
       trustee and Litton Loan Servicing LP, as servicer, relating to C-BASS
Mortgage Loan Asset-Backed Certificates, Series 2005-CB3      

     In connection with the administration of the Mortgage Loans held by
you, as Trustee, pursuant to the above-captioned Pooling and Servicing          
Agreement, we request the release, and hereby acknowledge receipt, of the       
Mortgage File for the Mortgage Loan described below, for the reason indicated.  

Mortgage Loan Number:                                                           

Mortgagor Name, Address & Zip Code:                                             

Reason for Requesting Documents (check one):                                    

_______ 1.   Mortgage Paid in Full                                              

_______ 2.   Foreclosure                                                        

_______ 3.   Substitution                                                       

_______ 4.   Other Liquidation (Repurchases, etc.)                              

_______ 5.   Nonliquidation                                                     

Address to which the Trustee should deliver the Mortgage File:                  

                                            By: ______________________________
                                     (authorized signer)

                                             Address: __________________________

                                             Date: _____________________________

If box 1 or 2 above is checked, and if all or part of the Mortgage File was     
previously released to us, please release to us our previous receipt on file    
with you, as well as any additional documents in your possession relating to the
above specified Mortgage Loan.                                                  

E-1 

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If box 3, 4, 5 or 6 above is checked, upon our return of all of the above       
documents to you as Trustee, please acknowledge your receipt by signing in the  
space indicated below, and returning this form.                                 

Please acknowledge the execution of the above request by your signature and date
below:                                                                          

U.S. Bank National Association, as Trustee                                      

By:                                                                             
    ----------------------------------            ------------------------------
Signature                                     Date                      

Documents returned to Trustee:                                                  

By:                                                                             
    ----------------------------------            ------------------------------
Signature                                     Date                      

E-2 

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 EXHIBIT F-1

 FORM OF CUSTODIAN'S INITIAL CERTIFICATION

                                                                            Date

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

Litton Loan Servicing LP                                                        
4828 Loop Central Drive                                                         
Houston, Texas  77081                                                           

      Re:      Pooling and Servicing Agreement (the "Pooling and Servicing
            Agreement"), dated as of May 1, 2005 among Merrill Lynch
              Mortgage Investors, Inc., as depositor, Credit-Based Asset
            Servicing and Securitization LLC, as seller, Litton Loan
                  Servicing LP, as servicer, and U.S. Bank National Association,
                as trustee with respect to C-BASS Mortgage Loan Asset-Backed
Certificates, Series 2005-CB3               

Ladies and Gentlemen:                                                           

         In accordance with Section 2.02 of the Pooling and Servicing Agreement,
the undersigned, as Custodian, hereby certifies that it received the documents  
listed in Section 2.01 of the Pooling and Servicing Agreement for each Mortgage 
File pertaining to each Mortgage Loan listed on Exhibit D-1 and Exhibit D-2, to 
the Pooling and Servicing Agreement, subject to any exceptions noted on Schedule
I hereto.                                                                       

     Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and   
Servicing Agreement. This Certificate is subject in all respects to the terms of
Section 2.02 of the Pooling and Servicing Agreement and the Pooling and         
Servicing Agreement sections cross-referenced therein.                          

                                           THE BANK OF NEW YORK TRUST COMPANY,
             N.A.,
                                      as Custodian

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

F-1 

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 EXHIBIT F-2

 FORM OF CUSTODIAN'S FINAL CERTIFICATION

                                                                          [Date]

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

Litton Loan Servicing LP                                                        
4828 Loop Central Drive                                                         
Houston, Texas  77081                                                           

Re:      Pooling and Servicing Agreement (the "Pooling and Servicing            
   Agreement"), dated as of May 1, 2005 among Merrill Lynch Mortgage
 Investors, Inc., as depositor, Credit-Based Asset Servicing and
       Securitization LLC, as seller, Litton Loan Servicing LP, as servicer,
      and U.S. Bank National Associaton, as trustee with respect to C-BASS
Mortgage Loan Asset-Backed Certificates, Series 2005-CB3      

Ladies and Gentlemen:                                                           

         In accordance with Section 2.02 of the Pooling and Servicing Agreement,
the undersigned, as Custodian, hereby certifies that as to each Mortgage Loan   
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full 
or listed on Schedule I hereto) it has received the applicable documents listed 
in Section 2.01 of the Pooling and Servicing Agreement.                         

The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed on
Schedule I hereto, it has reviewed the documents listed above and has determined
that each such document appears to be complete and, based on an examination of  
such documents, the information set forth in the Mortgage Loan Schedule is      
correct.                                                                        

     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This          
Certificate is qualified in all respects by the terms of said Pooling and       
Servicing Agreement.                                                            

                                         THE BANK OF NEW YORK TRUST COMPANY,
           N.A.,
                                    as Custodian

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

F-2 

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 EXHIBIT F-3

FORM OF RECEIPT OF MORTGAGE NOTE

                                                                            Date

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

      Re:  C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB3

Ladies and Gentlemen:                                                           

        Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated
as of May 1, 2005, among Merrill Lynch Mortgage Investors, Inc., as depositor,  
Credit-Based Asset Servicing and Securitization LLC, as seller, Litton Loan     
Servicing LP, as servicer, and U.S. Bank National Association, as trustee, we   
hereby acknowledge the receipt of the original Mortgage Note (a copy of which is
attached hereto as Exhibit 1) with any exceptions thereto listed on Exhibit 2.  

                                           THE BANK OF NEW YORK TRUST COMPANY,
             N.A.,
                                    as Trustee

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

F-3 

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 EXHIBIT G

MORTGAGE LOAN PURCHASE AGREEMENT

[See Exhibit 99.1 Filed Herewith] 

G-1 

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 EXHIBIT H

 FORM OF LOST NOTE AFFIDAVIT

       Personally appeared before me the undersigned authority to administer
oaths, ______________________ who first being duly sworn deposes and says:      
Deponent is ______________________ of ______________________________, successor 
by merger to _________________________________________ ("Seller") and who has   
personal knowledge of the facts set out in this affidavit.                      

   On ___________________, _________________________ did execute and
deliver a promissory note in the principal amount of $__________.               

         That said note has been misplaced or lost through causes unknown and is
presently lost and unavailable after diligent search has been made. Seller's    
records show that an amount of principal and interest on said note is still     
presently outstanding, due, and unpaid, and Seller is still owner and holder in 
due course of said lost note.                                                   

      Seller executes this Affidavit for the purpose of inducing U.S. Bank
National Association, as trustee on behalf of C-BASS Mortgage Loan Asset-Backed 
Certificates, Series 2005-CB3 to accept the transfer of the above described loan
from Seller.                                                                    

 Seller agrees to indemnify and hold harmless U.S. Bank National
Association and Merrill Lynch Mortgage Investors, Inc. for any losses,          
liabilities, costs and expenses incurred by such parties resulting from the     
above described promissory note having been lost or misplaced.                  

                             By:

STATE OF                   )                                                    
)        SS:              
COUNTY OF                  )                                                    

      On this ____ day of _______ 20__, before me, a Notary Public, in and
for said County and State, appeared ________________________, who acknowledged  
the extension of the foregoing and who, having been duly sworn, states that any 
representations therein contained are true.                                     

  Witness my hand and Notarial Seal this ____ day of _______ 20__.

My commission expires _______________.                                          

H-1 

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 EXHIBIT I

FORM OF ERISA REPRESENTATION

                                                                            Date

U.S. Bank National Association                                                  
60 Livingston Avenue                                                            
St. Paul, Minnesota 55107                                                       
Attention: Structured Finance C-BASS 2005 CB3                                   
[and/or its designee]                                                           

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

      Re:  C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB3

Ladies and Gentlemen:                                                           

         1. [The undersigned is the ______________________ of (the "Transferee")
a [corporation duly organized] and existing under the laws of __________, on    
behalf of which he makes this affidavit.] [The undersigned, ___________________,
is the transferee (the "Transferee").]                                          

   2. The Transferee hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") among Merrill Lynch Mortgage  
Investors, Inc., as depositor (the "Depositor"), Credit-Based Asset Servicing   
and Securitization LLC, as seller, Litton Loan Servicing LP, as servicer, and   
U.S. Bank National Association, as trustee (the "Trustee"), no transfer of the  
ERISA-Restricted Certificates (other than the Class R and Class R-X             
Certififcates) shall be permitted to be made to any person unless the Depositor 
and the Certificate Registrar (as defined in the Agreement) have received a     
certificate from such transferee in the form hereof.                            

      3. The Transferee (i) is not an employee benefit plan or arrangement
subject to Title I of the Employee Retirement Income Security Act of 1974, as   
amended ("ERISA"), a plan subject to Section 4975 of the Internal Revenue Code  
of 1986, as amended (the "Code") or a plan subject to any state, local, federal,
non-U.S. or other law substantively similar to the foregoing provisions of ERISA
or the Code ("Similar Law") (collectively, a "Plan"), and is not directly or    
indirectly acquiring the Certificate for, on behalf of or with any assets of any
such Plan, (ii) if the Certificate has been the subject of an ERISA-Qualifying  
Underwriting, is an insurance company that is acquiring the Certificate with    
assets of an "insurance company general account" as defined in Section V(e) of  
Prohibited Transaction Class Exemption ("PTCE") 95-60 and the acquisition and   
holding of the Certificate are covered and exempt under Sections I and III of   
PTCE 95-60, or (iii) solely in the case of a Definitive Certificate, will       
deliver herewith an Opinion of Counsel satisfactory to the Trustee and the      
Certificate Registrar, and upon which the Trustee and the Certificate Registrar 
shall be entitled to rely, to the effect that the acquisition and holding of    
such Certificate by the transferee will not result in a nonexempt prohibited    
transaction under Title I of ERISA or Section 4975 of the Code, or a violation  
of Similar Law, and will not subject the Certificate Registrar, the Depositor,  
the Servicer or the Trustee to any obligation in addition to those undertaken by
such entities in the Pooling and Servicing Agreement, which Opinion of Counsel  
shall not be an expense of the Certificate Registrar, the Depositor, the        
Servicer or the Trustee.                                                        

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       Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Agreement.                                        

   IN WITNESS WHEREOF, the Transferee has executed this certificate.

[Transferee]

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

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 EXHIBIT J

 FORMS OF INVESTMENT LETTERS

 FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                                                          [DATE]

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

U.S. Bank National Association                                                  
60 Livingston Avenue                                                            
St. Paul, Minnesota 55107                                                       
Attention: Structured Finance C-BASS 2005 CB3                                   
[and/or its designee]                                                           

      Re:  C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB3

Ladies and Gentlemen:                                                           

In connection with our acquisition of the C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2005-CB3 (the "Certificates"), we certify that
(a) we understand that the Certificates are not being registered under the      
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the            
registration requirements of the Act and any such laws, (b) we are an           
"accredited investor," as defined in Regulation D under the Act, and have such  
knowledge and experience in financial and business matters that we are capable  
of evaluating the merits and risks of investments in the Certificates, (c) we   
have had the opportunity to ask questions of and receive answers from the       
Depositor concerning the purchase of the Certificates and all matters relating  
thereto or any additional information deemed necessary to our decision to       
purchase the Certificates, (d) we are acquiring the Certificates for investment 
for our own account and not with a view to any distribution of such Certificates
(but without prejudice to our right at all times to sell or otherwise dispose of
the Certificates in accordance with clause (g) below), (e) we agree that the    
Certificates must be held indefinitely by us and we acknowledge that we are able
to bear the economic risk of investment in the Certificates, (f) we have not    
offered or sold any Certificates to, or solicited offers to buy any Certificates
from, any person, or otherwise approached or negotiated with any person with    
respect thereto, or taken any other action which would result in a violation of 
Section 5 of the Act, (g) we will not sell, transfer or otherwise dispose of any
Certificates unless (1) such sale, transfer or other disposition is made        
pursuant to an effective registration statement under the Act or is exempt from 
such registration requirements, and if requested, we will at our expense provide
an opinion of counsel satisfactory to the addressees of this Certificate that   
such sale, transfer or other disposition may be made pursuant to an exemption   
from the Act, (2) the purchaser or transferee of such Certificate has executed  
and delivered to you a certificate to substantially the same effect as this     
certificate, and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Pooling and Servicing Agreement and (h)
we acknowledge that the Certificates will bear a legend setting forth the       
applicable restrictions on transfer.                                            

                         Very truly yours,

                            [NAME OF TRANSFEREE]

           By:
                                               ---------------------------------
                                            Authorized Officer

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 FORM OF INVESTMENT LETTER [RULE 144A]

                                                                          [DATE]

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

U.S. Bank National Association                                                  
60 Livingston Avenue                                                            
St. Paul, Minnesota 55107                                                       
Attention: Structured Finance C-BASS 2005 CB3                                   
[and/or its designee]                                                           

      Re:  C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB3

Ladies and Gentlemen:                                                           

In connection with our acquisition of the C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2005-CB3 (the "Certificates"), we certify that
(a) we understand that the Certificates are not being registered under the      
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the            
registration requirements of the Act and any such laws, (b) we have had the     
opportunity to ask questions of and receive answers from the Depositor          
concerning the purchase of the Certificates and all matters relating thereto or 
any additional information deemed necessary to our decision to purchase the     
Certificates, (c) we have not, nor has anyone acting on our behalf offered,     
transferred, pledged, sold or otherwise disposed of the Certificates, any       
interest in the Certificates or any other similar security to, or solicited any 
offer to buy or accept a transfer, pledge or other disposition of the           
Certificates, any interest in the Certificates or any other similar security    
from, or otherwise approached or negotiated with respect to the Certificates,   
any interest in the Certificates or any other similar security with, any person 
in any manner, or made any general solicitation by means of general advertising 
or in any other manner, or taken any other action, that would constitute a      
distribution of the Certificates under the Securities Act or that would render  
the disposition of the Certificates a violation of Section 5 of the Securities  
Act or require registration pursuant thereto, nor will act, nor has authorized  
or will authorize any person to act, in such manner with respect to the         
Certificates, (d) we are a "qualified institutional buyer" as that term is      
defined in Rule 144A under the Securities Act and have completed either of the  
forms of certification to that effect attached hereto as Annex 1 or Annex 2. We 
are aware that the sale to us is being made in reliance on Rule 144A. We are    
acquiring the Certificates for our own account or for resale pursuant to Rule   
144A and further, understand that such Certificates may be resold, pledged or   
transferred only (i) to a person reasonably believed to be a qualified          
institutional buyer that purchases for its own account or for the account of a  
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another    
exemption from registration under the Securities Act.                           

                     Very truly yours,

                        [NAME OF TRANSFEREE]

       By:
                                             -----------------------------------
                                        Authorized Officer

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                                                            ANNEX 1 TO EXHIBIT J

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees Other Than Registered Investment Companies]

  The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

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, as amended ("Rule 144A") because (i) the Buyer owned and/or        
invested on a discretionary basis $_____(1) in securities (except for the       
excluded securities referred to below) as of the end of the Buyer's most recent 
fiscal year (such amount being calculated in accordance with Rule 144A and (ii) 
the Buyer satisfies the criteria in the category marked below.                  

                  ___ Corporation, etc. The Buyer is a corporation (other than a
               bank, savings and loan association or similar institution),
            Massachusetts or similar business trust, partnership, or
                 charitable organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended.  

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

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

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

                  ___ Insurance Company. The Buyer is an insurance company whose
               primary and predominant business activity is the writing of
                  insurance or the reinsuring of risks underwritten by insurance
                  companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State,
territory or the District of Columbia.      

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

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

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

              ___ Investment Advisor. The Buyer is an investment advisor
         registered under the Investment Advisors Act of 1940.

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

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

         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) securities issued or guaranteed by the U.S. or any instrumentality        
thereof, (iv) bank deposit notes and certificates of deposit, (v) loan          
participations, (vi) repurchase agreements, (vii) securities owned but subject  
to a repurchase agreement and (viii) currency, interest rate and commodity      
swaps.                                                                          

         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, except (i) where the Buyer reports its  
securities holdings in its financial statements on the basis of their market    
value, and (ii) no current information with respect to the cost of those        
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate  
amount, the Buyer may have included securities owned by subsidiaries of the     
Buyer, but only if such subsidiaries are consolidated with the Buyer in its     
financial statements prepared in accordance with generally accepted accounting  
principles and if the investments of such subsidiaries are managed under the    
Buyer's direction. However, such securities were not included if the Buyer is a 
majority-owned, consolidated subsidiary of another enterprise and the Buyer is  
not itself a reporting company under the Securities Exchange Act of 1934, as    
amended.                                                                        

  5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates 
are relying and will continue to rely on the statements made herein because one 
or more sales to the Buyer may be in reliance on Rule 144A.                     

      6. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any      
changes in the information and conclusions herein. Until such notice is given,  
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a   
bank or savings and loan is provided above, the Buyer agrees that it will       
furnish to such parties updated annual financial statements promptly after they 
become available.                                                               

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               Print Name of Buyer

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

 Date:
                                           -------------------------------------

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                                                            ANNEX 2 TO EXHIBIT J

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

[For Transferees That are Registered Investment Companies]

  The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

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

     2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an    
investment company registered under the Investment Company Act of 1940, as      
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of     
Investment Companies, owned at least $100,000,000 in securities (other than the 
excluded securities referred to below) as of the end of the Buyer's most recent 
fiscal year. For purposes of determining the amount of securities owned by the  
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment        
Companies reports its securities holdings in its financial statements on the    
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding    
sentence applies, the securities may be valued at market.                       

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

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

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

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

  5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates are relying and will continue to rely on the statements   
made herein because one or more sales to the Buyer will be in reliance on Rule  
144A. In addition, the Buyer will only purchase for the Buyer's own account.    

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         6. Until the date of purchase of the Certificates, the undersigned will
notify the parties listed in the Rule 144A Transferee Certificate to which this 
certification relates of any changes in the information and conclusions herein. 
Until such notice is given, the Buyer's purchase of the Certificates will       
constitute a reaffirmation of this certification by the undersigned as of the   
date of such purchase.                                                          

                            Print Name of Buyer or Adviser

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

            IF AN ADVISER:

                 Print Name of Buyer

   Date:
                                            ------------------------------------

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 EXHIBIT K

 FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT

 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-CB3

STATE OF           )                                                            
) ss.:                                    
COUNTY OF          )                                                            

       The undersigned, being first duly sworn, deposes and says as follows:

    1. The undersigned is [an officer of] ______________, the proposed
Transferee of an Ownership Interest in a [Class R and/or Class R-X Certificates]
(the "Residual Certificate") issued pursuant to the Pooling and Servicing       
Agreement, (the "Agreement"), relating to the above-referenced Certificates,    
among Merrill Lynch Mortgage Investors, Inc., as depositor, Credit-Based Asset  
Servicing and Securitization LLC, as seller, Litton Loan Servicing LP, as       
servicer, and U.S. Bank National Association, as trustee (the "Trustee").       
Capitalized terms used, but not defined herein shall have the meanings ascribed 
to such terms in the Agreement. The Transferee has authorized the undersigned to
make this affidavit on behalf of the Transferee.                                

     2. The Transferee is, as of the date hereof, and will be, as of the
date of the transfer, a Permitted Transferee. The Transferee is acquiring the   
Residual Certificate either (i) for its own account or (ii) as nominee, trustee 
or agent for another Person who is a Permitted Transferee and has attached      
hereto an affidavit from such Person in substantially the same form as this     
affidavit. The Transferee has no knowledge that any such affidavit is false.    

       3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Residual Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if  
such transfer is through an agent (which includes a broker, nominee or          
middleman) for a Person that is not a Permitted Transferee, on the agent; and   
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that 
such subsequent Transferee is a Permitted Transferee and, at the time of        
transfer, such Person does not have actual knowledge that the affidavit is      
false.                                                                          

        4. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time    
during the taxable year of the pass-through entity a Person that is not a       
Permitted Transferee is the record Holder of an interest in such entity. The    
Transferee understands that, other than in the case of an "electing large       
partnership" under Section 775 of the Code, such tax will not be imposed for any
period with respect to which the record Holder furnishes to the pass-through    
entity an affidavit that such record Holder is a Permitted Transferee and the   
pass-through entity does not have actual knowledge that such affidavit is false.
(For this purpose, a "pass-through entity" includes a regulated investment      
company, a real estate investment trust or common trust fund, a partnership,    
trust or estate, and certain cooperatives and, except as may be provided in     
Treasury Regulations, persons holding interests in pass-through entities as a   
nominee for another Person.)                                                    

      5. The Transferee has reviewed the provisions of Section 5.02 of the
Agreement and understands the legal consequences of the acquisition of the      
Residual Certificate including, without limitation, the restrictions on         
subsequent Transfers and the provisions regarding voiding the transfer and      
mandatory sales. The Transferee expressly agrees to be bound by and to abide by 
the provisions of Section 5.02 of the Agreement and the restrictions noted on   
the face of the Certificate. The Transferee understands and agrees that any     
breach of any of the representations included herein shall render the transfer  
to the Transferee contemplated hereby null and void.                            

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         6. The Transferee agrees to require a transfer affidavit in the form of
this Affidavit from any Person to whom the Transferee attempts to transfer the  
Residual Certificate, and in connection with any transfer by a Person for whom  
the Transferee is acting as nominee, trustee or agent, and the Transferee will  
not transfer the Residual Certificate or cause the Residual Certificate to be   
transferred to any Person that the Transferee knows is not a Permitted          
Transferee.                                                                     

       7. The Transferee historically has paid its debts as they have become
due.                                                                            

        8. The Transferee does not have the intention to impede the assessment
or collection of any tax legally required to be paid with respect to the        
Residual Certificate.                                                           

      9. The taxpayer identification number of the Transferee's nominee is
___________.                                                                    

10. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).                                                                    

    11. The Transferee is aware that the Residual Certificate may be a
"noneconomic residual interest" within the meaning of Treasury Regulations      
promulgated pursuant to the Code and that the transferor of a noneconomic       
residual interest will remain liable for any taxes due with respect to the      
income on such residual interest, unless no significant purpose of the transfer 
was to impede the assessment or collection of tax.                              

        12. The Transferee will not cause income from the Residual Certificate
to be attributable to a foreign permanent establishment or fixed base, within   
the meaning of an applicable income tax treaty, of the Transferee or any other  
person.                                                                         

   13. If the Transferee is purchasing the Residual Certificate in a
transfer intended to meet the safe harbor provisions of Treasury Regulations    
Sections 1.860E-1(c), the Transferee has executed and attached Attachment A     
hereto.                                                                         

   14. The Transferee is not an employee benefit plan or arrangement
subject to Title I of ERISA, a plan subject to Section 4975 of the Code or a    
plan subject to any state, local or other federal law substantively similar to  
the foregoing provisions of ERISA or the Code (collectively, a "Plan"), and is  
not directly or indirectly acquiring this Certificate for, on behalf of or with 
any assets of any such Plan.                                                    

 * * *

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     IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its 
duly authorized officer this _____ day of ________________, ____.               

                          Print Name of Transferee

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

         Personally appeared before me the above-named ________________________,
known or proved to me to be the same person who executed the foregoing          
instrument and to be the _______________________ of the Transferee, and         
acknowledged that he executed the same as his free act and deed and the free act
and deed of the Transferee.                                                     

Subscribed and sworn before me this _____ day of              
_______________________, ____                                                   

                                     NOTARY PUBLIC

                                           My Commission expires the ____ day of
                                __________________, ______

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ATTACHMENT A

to
AFFIDAVIT PURSUANT TO SECTION 860E(E)(4) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND FOR NON-ERISA INVESTORS 

Check the appropriate box:                                                      

|_|      The consideration paid to the Transferee to acquire the Residual       
      Certificate equals or exceeds the excess of (a) the present value of
   the anticipated tax liabilities over (b) the present value of the
        anticipated savings associated with holding such Residual Certificate,
      in each case calculated in accordance with U.S. Treasury Regulations
   Sections 1.860E-1(c)(7) and (8), computing present values using a
  discount rate equal to the short-term Federal rate prescribed by
    Section 1274(d) of the Code and the compounding period used by the
Transferee.                                                   

OR

|_|      The transfer of the Residual Certificate complies with U.S. Treasury   
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly: 

     (i)      the Transferee is an "eligible corporation," as defined in
              U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
                which income from Residual Certificate will only be taxed in
the United States;                          

(ii)     at the time of the transfer, and at the close of the 
           Transferee's two fiscal years preceding the year of the
           transfer, the Transferee had gross assets for financial
            reporting purposes (excluding any obligation of a person
                 related to the Transferee within the meaning of U.S. Treasury
             Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
    million and net assets in excess of $10 million;

        (iii)    the Transferee will transfer the Residual Certificate only to
               another "eligible corporation," as defined in U.S. Treasury
                Regulations Section 1.860E-1(c)(6)(i), in a transaction that
                  satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii)
             and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury
Regulations;                                

        (iv)     the Transferee has determined the consideration paid to it to
               acquire the Residual Certificate based on reasonable market
             assumptions (including, but not limited to, borrowing and
                  investment rates, prepayment and loss assumptions, expense and
                  reinvestment assumptions, tax rates and other factors specific
                to the Transferee) that it has determined in good faith; and

      (v)      in the event of any transfer of the Residual Certificate by
                 the Transferee, the Transferee will require its transferee to
                 complete a representation in the form of this Attachment A as
             a condition of such transferee's purchase of the Residual
Certificate.                                

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 EXHIBIT L

FORM OF TRANSFEROR CERTIFICATE

                                                                          [DATE]

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

U.S. Bank National Association                                                  
60 Livingston Avenue                                                            
St. Paul, Minnesota 55107                                                       
Attention: Structured Finance C-BASS 2005-CB3                                   
[and/or its designee]                                                           

      Re:  C-BASS Mortgage Loan Asset-Backed Certificates, Series 2005-CB3

Ladies and Gentlemen:                                                           

In connection with our disposition of the C-BASS Mortgage Loan
Asset-Backed Certificates, Series 2005-CB3 (the "Certificates"), we certify that
(a) we understand that the Certificates have not been registered under the      
Securities Act of 1933, as amended (the "Act"), and are being disposed by us in 
a transaction that is exempt from the registration requirements of the Act, (b) 
we have not offered or sold any Certificates to, or solicited offers to buy any 
Certificates from, any person, or otherwise approached or negotiated with any   
person with respect thereto, in a manner that would be deemed, or taken any     
other action which would result in, a violation of Section 5 of the Act, (c) to 
the extent we are disposing of a Class [ ] Certificate, we have no knowledge the
Transferee is not a Permitted Transferee and (d) no purpose of the proposed     
disposition of a Class [ ] Certificate is to impede the assessment or collection
of tax.                                                                         

                         Very truly yours,

                               [_____________________]

                                          By: ______________________________

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 EXHIBIT M

 MONTHLY INFORMATION DELIVERED BY SERVICER

1.   With respect to the Mortgage Pool and each Loan Group, the number and      
Principal Balances of all Mortgage Loans which were the subject of    
Principal Prepayments during the related Prepayment Period.           

2.   With respect to the Mortgage Pool and each Loan Group, the amount of all   
   partial Principal Prepayments received by the Servicer during the related
Prepayment Period.                                                    

3.   With respect to the Mortgage Pool and each Loan Group, the aggregate amount
  of principal portion of all Monthly Payments received during the related
Collection Period.                                                    

4.   With respect to the Mortgage Pool and each Loan Group, the amount of       
interest received on the Mortgage Loans during the related Collection 
Period.                                                               

5.   With respect to the Mortgage Pool and each Loan Group, the aggregate amount
    of the Advances made and recovered with respect to such Distribution Date.

6.   With respect to the Mortgage Pool and each Loan Group, the delinquency and 
  foreclosure information and the amount of Mortgage Loan Losses as of the
close of business of the last day of the preceding Collection Period. 

7.   With respect to the Mortgage Pool and each Loan Group, the weighted average
maturity, the weighted average Mortgage Interest Rate and the weighted
average Net Mortgage Interest Rate as of the last day of the preceding
Collection Period preceding of the related Interest Accrual Period.   

8.   The Servicing Fees paid and Servicing Fees accrued during the related      
Collection Period.                                                    

9.   The amount of all payments or reimbursements to the Servicer paid or to be 
paid since the prior Distribution Date (or in the case of the first   
Distribution Date, since the Closing Date).                           

10.  The Pool Balance and aggregate Principal Balance for each Loan Group.      

11.  With respect to the Mortgage Pool and each Loan Group, the number of       
   Mortgage Loans outstanding at the beginning and at the end of the related
Collection Period.                                                    

12.  The aggregate interest accrued on the Mortgage Loans at their respective   
Mortgage Interest Rates for the related Collection Period.            

13.  The amount deposited in the Collection Account which may not be withdrawn  
therefrom pursuant to an order of a United States Bankruptcy Court of 
    competent jurisdiction imposing a stay pursuant to Section 362 of JPMorgan
Chase Bankruptcy Code.                                                

14.  The aggregate Realized Losses since the Cut-off Date as of the end of the  
related Collection Period.                                            

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 EXHIBIT N

 FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K

 2005-CB3 TRUST,
 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-CB3

I, [identify the certifying individual], certify that:                          

1.   I have reviewed this annual report on Form 10-K, and all reports on Form   
  8-K containing a copy of the monthly statement to certificateholders set
   forth in Section 4.06 of the Pooling and Servicing Agreement, dated as of
May 1, 2005 (the "Agreement"), among Merrill Lynch Mortgage Investors,
Inc., as depositor (the "Depositor"), Credit-Based Asset Servicing and
    Securitization LLC, as seller (the "Seller"), Litton Loan Servicing LP, as
   servicer (the "Servicer"), and U.S. Bank National Association, as trustee
   (the "Trustee"), filed in respect of periods included in the year covered
by this annual report, of the 2005-CB3 Trust (the "Trust");           

2.   Based on my knowledge, the information in these reports, taken as a whole, 
     does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the  
   circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;             

3.   Based on my knowledge, the distribution or servicing information required  
to be provided to the Trustee by the Servicer under the Agreement for 
inclusion in these reports is included in these reports;              

4.   I am responsible for reviewing the activities performed by the Servicer    
   under the Agreement and based upon my knowledge and the annual compliance
review required under the Agreement, and except as disclosed in the   
  reports, the Servicer has fulfilled its obligations under the Agreement;
and                                                                   

5.   The reports disclose all significant deficiencies relating to the          
   Servicer's compliance with the minimum servicing standards based upon the
 report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for  
    Mortgage Bankers or similar procedure, as set forth in the Agreement, that
is included in these reports.                                         

6.   In giving the certifications above, I have reasonably relied on information
  provided to me by the following unaffiliated parties: U.S. Bank National
Association.                                                          

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

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 EXHIBIT O

 FORM OF CERTIFICATION TO BE PROVIDED BY THE TRUSTEE TO THE SERVICER

 2005-CB3 TRUST,
 C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-CB3

       Reference is made to the Pooling and Servicing Agreement, dated as of
May 1, 2005 (the "Pooling Agreement"), by and among U.S. Bank National          
Association (the "Trustee"), Credit-Based Asset Servicing and Securitization    
LLC, as seller, Litton Loan Servicing LP, as servicer (the "Servicer") and      
Merrill Lynch Mortgage Investors, Inc., as depositor (the "Depositor"). The     
Trustee hereby certifies to the Servicer and its officers, directors and        
affiliates, and with the knowledge and intent that they will rely upon this     
certification, that:                                                            

      (i)      The Trustee has reviewed the annual report on Form 10-K for
               the fiscal year [ ], and all reports on Form 8-K containing
                distribution reports filed in respect of periods included in
           the year covered by that annual report, relating to the
above-referenced trust;                     

         (ii)     Subject to paragraph (iv), the distribution information in the
            distribution reports contained in all Monthly Form 8-K's
                  included in the year covered by the annual report on Form 10-K
           for the calendar year [___], taken as a whole, does not
              contain any untrue statement of a material fact or omit to
                 state a material fact required by the Pooling Agreement to be
                  included therein and necessary to make the statements made, in
               light of the circumstances under which such statements were
                 made, not misleading as of the last day of the period covered
by that annual report;                      

      (iii)    The distribution information required to be provided by the
            Trustee under the Pooling Agreement is included in these
reports.                                    

   (iv)     In compiling the distribution information and making the
         foregoing certifications, the Trustee has relied upon
         information furnished to it by the Servicer under the
          Agreement. The Trustee shall have no responsibility or
               liability for any inaccuracy in such reports resulting from
information so provided by the Servicer.    

Date:                                                                           
                                      U.S. Bank National Association, as Trustee

                            By: ____________________________
                               Name:  ____________________________
                               Title: ____________________________

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 EXHIBIT P

[RESERVED]

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 EXHIBIT Q

 FORM OF POWER OF ATTORNEY

RECORDING REQUESTED BY                                                          
AND WHEN RECORDED MAIL TO                                                       
LITTON LOAN SERVICING LP                                                        
4828 Loop Central Drive                                                         
Houston, Texas 77081                                                            

Attn: _________________________________                                         

 LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that , having its principal place of business at
, as Trustee (the "Trustee") pursuant to that Pooling and Servicing Agreement   
among (the "Depositor"), Litton Loan Servicing LP (the "Servicer"), and the     
Trustee, dated as of _________1, 200__ (the "Pooling and Servicing Agreement"), 
hereby constitutes and appoints the Servicer, by and through the Servicer's     
officers, the Trustee's true and lawful Attorney-in-Fact, in the Trustee's name,
place and stead and for the Trustee's benefit, in connection with all mortgage  
loans serviced by the Servicer pursuant to the Pooling and Servicing Agreement  
for the purpose of performing all acts and executing all documents in the name  
of the Trustee as may be customarily and reasonably necessary and appropriate to
effectuate the following enumerated transactions in respect of any of the       
mortgages or deeds of trust (the "Mortgages" and the "Deeds of Trust",          
respectively) and promissory notes secured thereby (the "Mortgage Notes") for   
which the undersigned is acting as Trustee for various certificateholders       
(whether the undersigned is named therein as mortgagee or beneficiary or has    
become mortgagee by virtue of endorsement of the Mortgage Note secured by any   
such Mortgage or Deed of Trust) and for which the Servicer is acting as         
servicer, all subject to the terms of the Pooling and Servicing Agreement.      

This appointment shall apply to the following enumerated transactions only:     

1.   The modification or re-recording of a Mortgage or Deed of Trust, where said
     modification or re-recordings is for the purpose of correcting the Mortgage
or Deed of Trust to conform same to the original intent of the parties
  thereto or to correct title errors discovered after such title insurance
    was issued and said modification or re-recording, in either instance, does
    not adversely affect the lien of the Mortgage or Deed of Trust as insured.

2.   The subordination of the lien of a Mortgage or Deed of Trust to an easement
  in favor of a public utility company of a government agency or unit with
   powers of eminent domain; this section shall include, without limitation,
   the execution of partial satisfactions/releases, partial reconveyances or
the execution or requests to trustees to accomplish same.             

3.   The conveyance of the properties to the mortgage insurer, or the closing of
the title to the property to be acquired as real estate owned, or     
conveyance of title to real estate owned.                             

4.   The completion of loan assumption agreements.                              

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5.   The full satisfaction/release of a Mortgage or Deed of Trust or full       
conveyance upon payment and discharge of all sums secured thereby,    
   including, without limitation, cancellation of the related Mortgage Note.

6.   The assignment of any Mortgage or Deed of Trust and the related Mortgage   
  Note, in connection with the repurchase of the mortgage loan secured and
evidenced thereby.                                                    

7.   The full assignment of a Mortgage or Deed of Trust upon payment and        
   discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the assignment of the related 
Mortgage Note.                                                        

8.   With respect to a Mortgage or Deed of Trust, the foreclosure, the taking of
a deed in lieu of foreclosure, or the completion of judicial or       
    non-judicial foreclosure or termination, cancellation or rescission of any
such foreclosure, including, without limitation, any and all of the   
following acts:                                                       

 a.     the substitution of trustee(s) serving under a Deed of Trust, in
accordance with state law and the Deed of Trust;        

b.     the preparation and issuance of statements of breach or        
non-performance;                                        

   c.     the preparation and filing of notices of default and/or notices of
sale;                                                   

    d.     the cancellation/rescission of notices of default and/or notices of
sale;                                                   

e.     the taking of a deed in lieu of foreclosure; and               

f.     the preparation and execution of such other documents and      
       performance of such other actions as may be necessary under the
          terms of the Mortgage, Deed of Trust or state law to expeditiously
          complete said transactions in paragraphs 8.a. through 8.e., above.

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The undersigned gives said Attorney-in-Fact full power and authority to execute 
such instruments and to do and perform all and every act and thing necessary and
proper to carry into effect the power or powers granted by or under this Limited
Power of Attorney as fully as the undersigned might or could do, and hereby does
ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause 
to be done by authority hereof.                                                 

Third parties without actual notice may rely upon the exercise of the power     
granted under this Limited Power of attorney; and may be satisfied that this    
Limited Power of Attorney shall continue in full force and effect and has not   
been revoked unless an instrument of revocation has been made in writing by the 
undersigned.                                                                    

Q-3 

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IN WITNESS WHEREOF, ______________________ as Trustee pursuant to that Pooling  
and Servicing Agreement among the Depositor, the Servicer, and the Trustee,     
dated as of _____________ 1, 200__ (___________________ Mortgage Loan Asset     
Backed Certificates, Series 200__-___), has caused its corporate seal to be     
hereto affixed and these presents to be signed and acknowledged in its name and 
behalf by ______________________ its duly elected and authorized Vice President 
this day of , 200__.                                                            

                                    as Trustee for _____ Mortgage Loan Asset
                                       Backed Certificates, Series 200__-___

                           By __________________________________

STATE OF                                                                        

COUNTY OF                                                                       

On _______________, 200__, before me, the undersigned, a Notary Public in and   
for said state, personally appeared ___________________, Vice President of      
___________________ as Trustee for ____________ Mortgage Loan Asset Backed      
Certificates, Series 200__-___, personally known to me to be the person whose   
name is subscribed to the within instrument and acknowledged to me that he/she  
executed that same in his/her authorized capacity, and that by his/her signature
on the instrument the entity upon behalf of which the person acted and executed 
the instrument.                                                                 

WITESS my hand and official seal.                                               

(SEAL)                                                        
                                        ------------------------------------
                                                               Notary Public
                              My Commission Expires ________________________

Q-4

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘8-K’ Filing	Date	First	Last	Other Filings

	6/25/35	10
	6/25/05	141	319	8-K
Filed on:	6/24/05	35
For Period End:	6/9/05	26	323	424B5
	6/7/05	45
	5/1/05	1	351
	1/1/05	57
	11/7/04	57
	1/1/04	57
	11/27/03	57
	8/20/96	55
				List all Filings

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Filing Submission 0001125282-05-003385 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

C-Bass Mortgage Loan Asset-Backed Certificates, Series 2005-CB3 – ‘8-K’ for 6/9/05 – EX-4.1

On: Friday, 6/24/05, at 3:57pm ET · For: 6/9/05 · Accession #: 1125282-5-3385 · File #: 333-121605-17

Previous ‘8-K’: None · Next: ‘8-K’ on 6/29/05 for 6/25/05 · Latest: ‘8-K’ on 1/3/06 for 12/27/05

Current Report — Form 8-KFiling Table of Contents

EX-4.1 — Pooling and Servicing AgreementExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Current Report — Form 8-K
Filing Table of Contents

EX-4.1 — Pooling and Servicing Agreement
Exhibit Table of Contents