Ownit Mortgage Loan Trust, Series 2005-4 – ‘8-K’ for 10/28/05 – EX-4.1

On:  Monday, 11/14/05, at 3:23pm ET   ·   For:  10/28/05   ·   Accession #:  950123-5-13614   ·   File #:  333-127233-14

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Current Report   —   Form 8-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     16K 
 2: EX-4.1      Pooling and Servicing Agreement                      212    862K 
 3: EX-99.1     Mortgage Loan Sale and Assignment Agreement           11     35K 

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

EX-4.1
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                                                                     EXHIBIT 4.1

                                                                  EXECUTION COPY

MERRILL LYNCH MORTGAGE INVESTORS, INC.
 Depositor

WELLS FARGO BANK, N.A.
Master Servicer and Securities Administrator

 LITTON LOAN SERVICING LP,
Servicer

 and

HSBC BANK USA, NATIONAL ASSOCIATION,
 Trustee

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

 POOLING AND SERVICING AGREEMENT
 Dated as of October 1, 2005

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

OWNIT MORTGAGE LOAN TRUST,
MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-4

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ARTICLE I    DEFINITIONS.......................................................................................   1 

ARTICLE II   CONVEYANCE OF  MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES.....................................  53 

             SECTION 2.01.  Conveyance of Mortgage Loans.......................................................  53 
             SECTION 2.02.  Acceptance by the Trustee of the Mortgage Loans....................................  56 
             SECTION 2.03.  Representations, Warranties and Covenants of the Depositor.........................  58 
             SECTION 2.04.  Representations and Warranties of the Master Servicer; Representations and              
                            Warranties of the Servicer; Representations and Warranties of the Securities            
                            Administrator......................................................................  62 
             SECTION 2.05.  Substitutions and Repurchases of Mortgage Loans that are not "Qualified                 
                            Mortgages."........................................................................  65 
             SECTION 2.06.  Authentication and Delivery of Certificates........................................  65 
             SECTION 2.07.  REMIC Elections....................................................................  65 
             SECTION 2.08.  [RESERVED].........................................................................  69 
             SECTION 2.09.  Covenants of the Servicer..........................................................  69 
             SECTION 2.10.  [RESERVED].........................................................................  70 
             SECTION 2.11.  Permitted Activities of the Trust..................................................  70 
             SECTION 2.12.  Qualifying Special Purpose Entity..................................................  70 

ARTICLE III  ADMINISTRATION  AND SERVICING OF MORTGAGE LOANS...................................................  70 

             SECTION 3.01.  Servicer to Service Mortgage Loans.................................................  70 
             SECTION 3.02.  Servicing and Subservicing; Enforcement of the Obligations of Servicer.............  72 
             SECTION 3.03.  Rights of the Depositor, the Securities Administrator and the Trustee in                
                            Respect of the Servicer............................................................  73 
             SECTION 3.04.  Master Servicer to Act as Servicer.................................................  73 
             SECTION 3.05.  Collection of Mortgage Loan Payments; Collection Account; Certificate Account......  74 
             SECTION 3.06.  Collection of Taxes, Assessments and Similar Items; Escrow Accounts................  77 
             SECTION 3.07.  Access to Certain Documentation and Information Regarding the Mortgage Loans.......  78 
             SECTION 3.08.  Permitted Withdrawals from the Collection Account and Certificate Account..........  78 
             SECTION 3.09.  [RESERVED].........................................................................  80 
             SECTION 3.10.  Maintenance of Hazard Insurance....................................................  80 
             SECTION 3.11.  Enforcement of Due-On-Sale Clauses; Assumption Agreements..........................  81 
             SECTION 3.12.  Realization Upon Defaulted Mortgage Loans; Determination of Excess Proceeds........  82 
             SECTION 3.13.  Trustee to Cooperate; Release of Mortgage Files....................................  86 
             SECTION 3.14.  Documents, Records and Funds in Possession of Servicer to be Held for the               
                            Trustee............................................................................  87 
             SECTION 3.15.  Servicing Compensation.............................................................  87 

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            SECTION 3.16.  Access to Certain Documentation....................................................  88 
            SECTION 3.17.  Annual Statement as to Compliance..................................................  88 
            SECTION 3.18.  Annual Independent Public Accountants' Servicing Statement; Financial                   
                           Statements.........................................................................  88 
            SECTION 3.19.  Rights of the NIMs Insurer.........................................................  89 
            SECTION 3.20.  [RESERVED].........................................................................  89 
            SECTION 3.21.  Annual Certificate by Securities Administrator.....................................  89 
            SECTION 3.22.  Annual Certificate by Servicer.....................................................  89 
            SECTION 3.23.  Prepayment Charge Reporting Requirements...........................................  90 
            SECTION 3.24.  Statements to Securities Administrator.............................................  90 
            SECTION 3.25.  Indemnification....................................................................  90 
            SECTION 3.26.  Nonsolicitation....................................................................  92 

ARTICLE IV  DISTRIBUTIONS.....................................................................................  92 

            SECTION 4.01.  Advances...........................................................................  92 
            SECTION 4.02.  Reduction of Servicing Compensation in Connection with Prepayment Interest              
                           Shortfalls.........................................................................  93 
            SECTION 4.03.  Distributions on the REMIC Interests...............................................  94 
            SECTION 4.04.  Distributions......................................................................  94 
            SECTION 4.05.  Monthly Statements to Certificateholders........................................... 100 

ARTICLE V   THE CERTIFICATES.................................................................................. 104 

            SECTION 5.01.  The Certificates................................................................... 104 
            SECTION 5.02.  Certificate Register; Registration of Transfer and Exchange of Certificates........ 105 
            SECTION 5.03.  Mutilated, Destroyed, Lost or Stolen Certificates.................................. 113 
            SECTION 5.04.  Persons Deemed Owners.............................................................. 113 
            SECTION 5.05.  Access to List of Certificateholders' Names and Addresses.......................... 113 
            SECTION 5.06.  Book-Entry Certificates............................................................ 113 
            SECTION 5.07.  Notices to Depository.............................................................. 114 
            SECTION 5.08.  Definitive Certificates............................................................ 114 
            SECTION 5.09.  Maintenance of Office or Agency.................................................... 115 

ARTICLE VI  THE DEPOSITOR,  THE MASTER SERVICER, THE SERVICER AND THE SECURITIES ADMINISTRATOR................ 115 

            SECTION 6.01.  Respective Liabilities of the Depositor, the Master Servicer, the Servicer              
                           and the Securities Administrator................................................... 115 
            SECTION 6.02.  Merger or Consolidation of the Depositor, the Master Servicer, the Servicer             
                           or the Securities Administrator.................................................... 116 
            SECTION 6.03.  Limitation on Liability of the Depositor, the Securities Administrator, the             
                           Master Servicer, the Servicer and Others........................................... 116 
            SECTION 6.04.  Limitation on Resignation of Servicer.............................................. 117 
            SECTION 6.05.  Errors and Omissions Insurance; Fidelity Bonds..................................... 118 
            SECTION 6.06.  Limitation on Resignation of the Master Servicer................................... 118 
            SECTION 6.07.  Assignment of Master Servicing..................................................... 118 

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ARTICLE VII   DEFAULT; TERMINATION OF SERVICER.................................................................. 119 

              SECTION 7.01.  Events of Default.................................................................. 119 
              SECTION 7.02.  Servicer Trigger Event............................................................. 120 
              SECTION 7.03.  Master Servicer to Act; Appointment of Successor................................... 121 
              SECTION 7.04.  Notification to Certificateholders................................................. 123 

ARTICLE VIII  CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR........................................... 123 

              SECTION 8.01.  Duties of the Trustee and the Securities Administrator............................. 123 
              SECTION 8.02.  Certain Matters Affecting the Trustee and the Securities Administrator............. 124 
              SECTION 8.03.  Trustee and Securities Administrator Not Liable for Certificates or Mortgage            
                             Loans.............................................................................. 126 
              SECTION 8.04.  Trustee and Securities Administrator May Own Certificates.......................... 126 
              SECTION 8.05.  Trustee's and Securities Administrator's Fees and Expenses......................... 126 
              SECTION 8.06.  Indemnification and Expenses of Trustee............................................ 126 
              SECTION 8.07.  Eligibility Requirements for Trustee............................................... 127 
              SECTION 8.08.  Resignation and Removal of Trustee................................................. 128 
              SECTION 8.09.  Successor Trustee.................................................................. 128 
              SECTION 8.10.  Merger or Consolidation of Trustee................................................. 129 
              SECTION 8.11.  Appointment of Co-Trustee or Separate Trustee...................................... 129 
              SECTION 8.12.  Tax Matters........................................................................ 130 

ARTICLE IX    TERMINATION... ................................................................................... 132 

              SECTION 9.01.  Termination upon Liquidation or Auction of all Mortgage Loans...................... 132 
              SECTION 9.02.  Final Distribution on the Certificates............................................. 133 
              SECTION 9.03.  Additional Termination Requirements................................................ 134 

ARTICLE X     MISCELLANEOUS PROVISIONS.......................................................................... 135 

              SECTION 10.01. Amendment.......................................................................... 135 
              SECTION 10.02. Counterparts....................................................................... 136 
              SECTION 10.03. Governing Law...................................................................... 136 
              SECTION 10.04. Intention of Parties............................................................... 137 
              SECTION 10.05. Notices............................................................................ 137 
              SECTION 10.06. Severability of Provisions......................................................... 138 
              SECTION 10.07. Assignment......................................................................... 138 
              SECTION 10.08. Limitation on Rights of Certificateholders......................................... 138 
              SECTION 10.09. Inspection and Audit Rights........................................................ 139 
              SECTION 10.10. Certificates Nonassessable and Fully Paid.......................................... 139 
              SECTION 10.11. Third Party Rights................................................................. 139 
              SECTION 10.12. Additional Rights of the NIMs Insurer.............................................. 139 
              SECTION 10.13. Assignment; Sales; Advance Facilities.............................................. 140 

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ARTICLE XI  ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS......................................... 142 

            SECTION 11.01. Master Servicer.................................................................... 142 
            SECTION 11.02. Monitoring of Servicer............................................................. 143 
            SECTION 11.03. Fidelity Bond...................................................................... 144 
            SECTION 11.04. Power to Act; Procedures........................................................... 144 
            SECTION 11.05. Documents, Records and Funds in Possession of Master Servicer to Be Held for            
                           Trustee............................................................................ 145 
            SECTION 11.06. Trustee to Retain Possession of Certain Insurance Policies and Documents........... 145 
            SECTION 11.07. Compensation for the Master Servicer and the Securities Administrator.............. 146 
            SECTION 11.08. Annual Statement as to Compliance.................................................. 146 
            SECTION 11.09. Periodic Filings................................................................... 146 
            SECTION 11.10. Obligation of the Master Servicer in Respect of Prepayment Interest                     
                           Shortfalls......................................................................... 147 

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EXHIBIT A    FORMS OF CERTIFICATES                                                              
EXHIBIT B-1  MORTGAGE LOAN SCHEDULE - MORTGAGE POOL                                             
EXHIBIT B-2  MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS                                  
EXHIBIT B-3  MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS                                  
EXHIBIT C    [RESERVED]                                                                         
EXHIBIT D    FORM OF TRUSTEE CERTIFICATION                                                      
EXHIBIT E-1  FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT                                  
EXHIBIT E-2  FORM OF CLASS R TRANSFEROR'S AFFIDAVIT                                             
EXHIBIT F    FORM OF TRANSFEROR CERTIFICATE                                                     
EXHIBIT G    FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR)                                    
EXHIBIT H    FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER)                           
EXHIBIT I    FORM OF REQUEST FOR RELEASE                                                        
EXHIBIT J    [RESERVED]                                                                         
EXHIBIT K    FORM OF OFFICER'S CERTIFICATE OF TRUSTEE                                           
EXHIBIT L    FORM OF OFFICER'S CERTIFICATE OF SERVICER                                          
EXHIBIT M-1  FORM OF DELINQUENCY REPORT                                                         
EXHIBIT M-2  FORM OF MONTHLY REMITTANCE ADVICE                                                  
EXHIBIT M-3  FORM OF REALIZED LOSS REPORT                                                       
EXHIBIT N-1  FORM OF CLASS A-1 CAP CONTRACT                                                     
EXHIBIT N-2  FORM OF CLASS A-2 CAP CONTRACT                                                     
EXHIBIT N-3  FORM OF CLASS A-3/CLASS M CAP CONTRACT                                             
EXHIBIT N-4  FORM OF CLASS B CAP CONTRACT                                                       
EXHIBIT O-1  ONE-MONTH LIBOR CAP TABLE - CLASS A-1 CAP CONTRACT                                 
EXHIBIT O-2  ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT                                 
EXHIBIT O-3  ONE MONTH LIBOR CAP TABLE - CLASS A-3/CLASS M CAP CONTRACT                         
EXHIBIT O-4  ONE MONTH LIBOR CAP TABLE - CLASS B CAP CONTRACT                                   
EXHIBIT P    FORM OF POWER OF ATTORNEY                                                          
EXHIBIT Q    FORM OF TRANSFEROR REPRESENTATION LETTER                                           
             FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE                                
             FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE      
EXHIBIT R    FORM OF TRANSFEROR REPRESENTATION LETTER                                           
             FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF                                
             A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE                                
             CERTIFICATE                                                                        

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     POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of October 1,
2005, among MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation, as  
depositor (the "Depositor"), WELLS FARGO BANK, N.A, a national banking          
association, as master servicer (the "Master Servicer") and securities          
administrator (the "Securities Administrator"), LITTON LOAN SERVICING LP, a     
Delaware limited partnership, as servicer (the "Servicer") and HSBC BANK USA,   
NATIONAL ASSOCIATION, a national banking association, as trustee (the           
"Trustee").                                                                     

   The Depositor is the owner of the Trust Fund that is hereby conveyed to
the Trustee in return for the Certificates. The Trust Fund for federal income   
tax purposes will consist of (i) two real estate mortgage investment conduits,  
(ii) the right to receive payments distributable to the Class P Certificates    
pursuant to Section 4.04(b)(i) hereof, (iii) each Cap Contract and the Cap      
Contract Account and (iv) the grantor trusts described in Section 2.07 hereof.  
The Lower Tier REMIC will consist of all of the assets constituting the Trust   
Fund (other than the assets described in clauses (ii), (iii) and (iv) above and 
the Lower Tier REMIC Regular Interests) and will be evidenced by the Lower Tier 
REMIC Regular Interests (which will be uncertificated and will represent the    
"regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the  
single "residual interest" in the Lower Tier REMIC. The Trustee will hold the   
Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the    
Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular   
Interests (which will represent the "regular interests" in the Upper Tier REMIC)
and the Residual Interest as the single "residual interest" in the Upper Tier   
REMIC. The Class R Certificate will represent beneficial ownership of the Class 
LTR Interest and the Residual Interest. The "latest possible maturity date" for 
federal income tax purposes of all interests created hereby will be the Latest  
Possible Maturity Date.                                                         

All covenants and agreements made by the Transferor in the Transfer 
Agreement, by the Seller in the Sale Agreement and by the Depositor and the     
Trustee herein with respect to the Mortgage Loans and the other property        
constituting the Trust Fund are for the benefit of the Holders from time to time
of the Certificates and, to the extent provided herein, the NIMs Insurer.       

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

 ARTICLE I

 DEFINITIONS

    Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:              

      Accepted Master Servicing Practices: With respect to any Mortgage Loan, as
applicable, either (x) those customary mortgage master servicing practices of   
prudent master servicing institutions that master service mortgage loans of the 
same type and quality as such Mortgage Loan in the jurisdiction where the       
related Mortgaged Property is located, to the extent applicable to the Master   
Servicer (except in its capacity as successor to the Servicer), or (y) as       
provided in Section 11.01 hereof, but in no event below the standard set forth  
in clause (x) of this definition.                                               

    Accepted Servicing Practices: The Servicer's normal servicing practices,
which will conform to the mortgage servicing practices of prudent mortgage      
lending institutions that service for their own account mortgage loans of the   
same type as the Mortgages Loans in the jurisdictions in which the related      
Mortgaged Properties (or Underlying Mortgaged Properties in the case of Co-op   
Loans) are located.                                                             

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    Accrual Period: With respect to each Class of Certificates and the Lower
Tier REMIC Interests and any Distribution Date, the period commencing on the    
immediately preceding Distribution Date (or, in the case of the first           
Distribution Date, the Closing Date) and ending on the day immediately preceding
such Distribution Date. All calculations of interest on each Class of           
Certificates and the Lower Tier REMIC Interests will be made on the basis of the
actual number of days elapsed in the related Accrual Period and a 360 day year. 

     Adjustable Rate Mortgage Loan: A Mortgage Loan identified in the Mortgage
Loan Schedule as having a Mortgage Rate that is adjustable.                     

   Adjustment Date: As to each Adjustable Rate Mortgage Loan, each date on
which the related Mortgage Rate is subject to adjustment, as provided in the    
related Mortgage Note.                                                          

      Advance: The aggregate of the advances required to be made by the Servicer
with respect to any Distribution Date pursuant to Section 4.01, the amount of   
any such advances being equal to the sum of the aggregate amount of all payments
of principal and interest (net of the Servicing Fee) on the Mortgage Loans that 
were due during the applicable Due Period and not received as of the close of   
business on the related Determination Date (other than the principal portion of 
any Balloon Amount), less the aggregate amount of any such Delinquent payments  
that the Servicer has determined would constitute a Non-Recoverable Advance were
an advance to be made with respect thereto; provided, however, that with respect
to any Mortgage Loan that has been converted to an REO Property, the obligation 
to make advances shall be limited to payments of interest.                      

   Advance Facility: A financing or other facility as described in Section
10.13.                                                                          

Advance Facility Notice: As defined in Section 10.13(b).            

Advance Financing Person: As defined in Section 10.13(a).           

Advance Reimbursement Amount: As defined in Section 10.13(b).       

Affiliate: With respect to any specified Person, any other Person   
controlling, controlled by or under common control with such Person. For the    
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 the terms "controlling" and    
"controlled" have meanings correlative to the foregoing.                        

   Aggregate Certificate Principal Balance: For any date of determination,
the sum of the Class A-1 Certificate Principal Balance, the Class A-2A1         
Certificate Principal Balance, the Class A-2A2 Certificate Principal Balance,   
the Class A-2B Certificate Principal Balance, the Class A-3 Certificate         
Principal Balance, the Class R Certificate Principal Balance, the Class M-1     
Certificate Principal Balance, the Class M-2 Certificate Principal Balance, the 
Class M-3 Certificate Principal Balance, the Class M-4 Certificate Principal    
Balance, the Class M-5 Certificate Principal Balance, the Class M-6 Certificate 
Principal Balance, the Class B-1A Certificate Principal Balance, Class B-1B     
Certificate Principal Balance, the Class B-2A Certificate Principal Balance, the
Class B-2B Certificate Principal Balance, the Class B-3A Certificate Principal  
Balance, the Class B-3B Certificate Principal Balance, the Class B-4A           
Certificate Principal Balance and the Class B-4B Certificate Principal Balance, 
in each case as of such date of determination.                                  

      Agreement: This Pooling and Servicing Agreement and any and all amendments
or supplements hereto made in accordance with the terms herein.                 

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    Applied Realized Loss Amount: With respect to any Distribution Date, the
amount, if any, by which, the sum of (i) the Aggregate Certificate Principal    
Balance and (ii) the Class C Certificate Principal Balance after distributions  
of principal on such Distribution Date exceeds the aggregate Stated Principal   
Balance of the Mortgage Loans as of such Distribution Date.                     

  Appraised Value: With respect to a Mortgage Loan the proceeds of which
were used to purchase the related Mortgaged Property (or the related residential
dwelling unit in the Underlying Mortgaged Property in the case of a Co-op Loan),
the "Appraised Value" of a Mortgaged Property (or the related residential       
dwelling unit in the Underlying Mortgaged Property in the case of a Co-op Loan) 
is the lesser of (1) the appraised value based on an appraisal made for the     
Seller by an independent fee appraiser at the time of the origination of the    
related Mortgage Loan, and (2) the sales price of such Mortgaged Property (or   
the related residential dwelling unit in the Underlying Mortgaged Property in   
the case of a Co-op Loan) at such time of origination. With respect to a        
Mortgage Loan the proceeds of which were used to refinance an existing mortgage 
loan, the "Appraised Value" is the appraised value of the Mortgaged Property (or
the related residential dwelling unit in the Underlying Mortgaged Property in   
the case of a Co-op Loan) based upon the appraisal obtained at the time of      
refinancing.                                                                    

     Assignment of Mortgage: An assignment of the Mortgage, notice of transfer
(or UCC-3 assignment (or equivalent instrument) with respect to each Co-op Loan)
or equivalent instrument, in recordable form (except in the case of a Co-op     
Loan) (except for the name of the assignee if such Mortgage Loan is endorsed in 
blank), sufficient under the laws of the jurisdiction where the related         
Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op    
Loan) is located to reflect of record the sale and assignment of the Mortgage   
Loan to the Trustee, which assignment, notice of transfer or equivalent         
instrument may, if permitted by law, be in the form of one or more blanket      
assignments covering Mortgages secured by Mortgaged Properties located in the   
same county.                                                                    

    Available Funds Cap: Any of the Class A-1 Available Funds Cap, the Class
A-2 Available Funds Cap or the Weighted Average Available Funds Cap.            

    Balloon Loan: A Mortgage Loan having an original term to stated maturity
of approximately 10 years which provides for level monthly payments of principal
and interest based on a 30-year amortization schedule, with a balloon payment of
the remaining outstanding principal balance due on such Mortgage Loan at its    
stated maturity.                                                                

     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 5.06). As of the Closing Date, each of   
the Class A (other than the Class R Certificate), Class M and Class B           
Certificates constitutes a Class of Book-Entry Certificates.                    

   Bring Down Letter: Those certain letter agreements, dated as of October
28, 2005 between Ownit and the Seller, with respect to the Mortgage Loans.      

     Business Day: Any day other than (1) a Saturday or a Sunday, or (2) a day
on which banking institutions in the State of California, State of Maryland,    
State of Minnesota, State of Texas and in the City of New York, New York are    
authorized or obligated by law or executive order to be closed.                 

Cap Contract: Any of the Class A-1 Cap Contract, the Class A-2 Cap  
Contract, the Class A-3/Class M Cap Contract or the Class B Cap Contract.       

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      Cap Contract Account: The separate Eligible Account created and maintained
by the Securities Administrator pursuant to Section 4.04(k)(i) in the name of   
the Trustee for the benefit of the Trust Fund and designated "Wells Fargo Bank, 
N.A., as securities administrator for HSBC Bank USA, National Association, as   
trustee, in trust for registered holders of Ownit Mortgage Loan Trust, Mortgage 
Loan Asset-Backed Certificates, Series 2005-4." Funds in the Cap Contract       
Account shall be held in trust for the Trust Fund for the uses and purposes set 
forth in this Agreement.                                                        

Cap Contract Counterparty: The Bank of New York.                    

     Cap Contract Notional Balance: Any of the Class A-1 Cap Contract Notional
Balance, the Class A-2 Cap Contract Notional Balance, the Class A-3/Class M Cap 
Contract Notional Balance or the Class B Cap Contract Notional Balance.         

Cap Contract Termination Date: Any of the Class A-1 Cap Contract    
Termination Date, the Class A-2 Cap Contract Termination Date, the Class        
A-3/Class M Cap Contract Termination Date or the Class B Cap Contract           
Termination Date.                                                               

 Certificate: Any one of the certificates of any Class executed by the
Securities Administrator and authenticated by the Securities Administrator in   
substantially the forms attached hereto as Exhibit A.                           

     Certificate Account: The separate Eligible Account created and maintained
by the Securities Administrator pursuant to Section 3.05(e) in the name of the  
Trustee for the benefit of the Certificateholders and designated "Wells Fargo   
Bank, N.A., as securities administrator for HSBC Bank USA, National Association,
as trustee, in trust for registered holders of Ownit Mortgage Loan Trust,       
Mortgage Loan Asset-Backed Certificates, Series 2005-4." Funds in the           
Certificate Account shall be held in trust for the Certificateholders for the   
uses and purposes set forth in this Agreement.                                  

   Certificate Group: Either of Certificate Group One or Certificate Group
Two.                                                                            

Certificate Group One: The Class A-1 and Class R Certificates. For  
purposes of Section 2.07 hereof, Certificate Group One shall be related to Group
One.                                                                            

Certificate Group Two: The Class A-2A1, Class A-2A2 and Class A-2B  
Certificates. For purposes of Section 2.07 hereof, Certificate Group Two shall  
be related to Group Two.                                                        

   Certificate Owner: With respect to a Book-Entry Certificate, the Person
that is the beneficial owner of such Book-Entry Certificate.                    

Certificate Principal Balance: As to any Certificate and as of any  
Distribution Date, the Initial Certificate Principal Balance of such Certificate
less the sum of (1) all amounts distributed with respect to such Certificate in 
reduction of the Certificate Principal Balance thereof on previous Distribution 
Dates pursuant to Section 4.04, and (2) any Applied Realized Loss Amounts       
allocated to such Certificate on previous Distribution Dates pursuant to Section
4.04(i). On each Distribution Date, after all distributions of principal on such
Distribution Date, a portion of the Class C Interest Carry Forward Amount in an 
amount equal to the excess of the Overcollateralization Amount on such          
Distribution Date over the Overcollateralization Amount as of the preceding     
Distribution Date (or, in the case of the first Distribution Date, the initial  
Overcollateralization Amount) will be added to the aggregate Certificate        
Principal Balance of the Class C Certificates (on a pro rata basis).            
Notwithstanding the foregoing on any Distribution Date relating to a Due Period 
in which a Subsequent Recovery has been received by the Servicer, the           
Certificate Principal 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                                                

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equal to the lesser of (i) the Unpaid Realized Loss Amount for such Class of    
Certificates and (ii) the total of any Subsequent Recovery 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: The register maintained pursuant to Section 5.02
hereof.                                                                         

  Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register (initially, Cede & Co., as nominee for   
the Depository) in the case of any Class of Regular Certificates or the Class R 
Certificate, except that solely for the purpose of giving any consent pursuant  
to this Agreement, any Certificate registered in the name of the Depositor or   
any Affiliate of the Depositor shall be deemed not to be Outstanding and the    
Percentage Interest evidenced thereby shall not be taken into account in        
determining whether the requisite amount of Percentage Interests necessary to   
effect such consent has been obtained; provided, however, that if any such      
Person (including the Depositor) owns 100% of the Percentage Interests evidenced
by a Class of Certificates, such Certificates shall be deemed to be Outstanding 
for purposes of any provision hereof that requires the consent of the Holders of
Certificates of a particular Class as a condition to the taking of any action   
hereunder. The Securities Administrator and the Trustee are entitled to rely    
conclusively on a certification of the Depositor or any Affiliate of the        
Depositor in determining which Certificates are registered in the name of an    
Affiliate of the Depositor.                                                     

      Class: All Certificates bearing the same Class designation as set forth in
Section 5.01 hereof.                                                            

   Class A Certificate Principal Balance: As of any date of determination,
the sum of the Class A-1 Certificate Principal Balance, the Class A-2A1         
Certificate Principal Balance, the Class A-2A2 Certificate Principal Balance,   
the Class A-2B Certificate Principal Balance, the Class A-3 Certificate         
Principal Balance and the Class R Certificate Principal Balance.                

  Class A Certificates: Any of the Class A-1 Certificates, the Class A-2
Certificates, the Class A-3 Certificates and the Class R Certificates.          

   Class A Principal Distribution Amount: With respect to any Distribution
Date (1) prior to the related Stepdown Date or any Distribution Date on which a 
Stepdown Trigger Event exists, 100% of the Principal Distribution Amount for    
such Distribution Date and (2) on or after the Stepdown Date where a Stepdown   
Trigger Event does not exist, the excess of (A) the Class A Certificate         
Principal Balance immediately prior to such Distribution Date over (B) the      
lesser of (i) 66.70% of the aggregate Stated Principal Balance of the Mortgage  
Loans as of the end of the immediately preceding Due Period and (ii) the excess 
of the aggregate Stated Principal Balance of the Mortgage Loans as of the end of
the immediately preceding Due Period over the Minimum Required                  
Overcollateralization Amount; provided, however, that in no event will the Class
A Principal Distribution Amount with respect to any Distribution Date exceed the
aggregate Certificate Principal Balance of the Class A Certificates.            

   Class A-1 Available Funds Cap: With respect to a Distribution Date, the
per annum rate equal to the product of (i) 12, (ii) the quotient of (x) the     
total scheduled interest on the Mortgage Loans in Group One based on the Net    
Mortgage Rates in effect on the related Due Date divided by (y) the aggregate   
Stated Principal Balance of the Mortgage Loans in Group One as of the first day 
of the related Accrual Period (or, in the case of the first Distribution Date,  
as of the Cut-off Date) and (iii) a fraction, the numerator of which is 30, and 
the denominator of which is the actual number of days in the related Accrual    
Period.                                                                         

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    Class A-1 Cap Contract: The confirmation and agreement between the Trust
Fund or Trustee and the Cap Contract Counterparty (in the form of Exhibit N-1   
hereto).                                                                        

     Class A-1 Cap Contract Notional Balance: With respect to any Distribution
Date, the Class A-1 Cap Contract Notional Balance set forth for such            
Distribution Date in the Class A-1 One-Month LIBOR Cap Table attached hereto as 
Exhibit O-1.                                                                    

  Class A-1 Cap Contract Termination Date: The Distribution Date in July
2008.                                                                           

Class A-1 Certificates: Any Certificate designated as a "Class A-1  
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

     Class A-1 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class A-1 Certificates.      

 Class A-1 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-1 Pass-Through Rate on 
the Class A-1 Certificate Principal Balance as of such Distribution Date plus   
the portion of any previous distributions on such Class in respect of Current   
Interest or a Class A-1 Interest Carry Forward Amount that is recovered as a    
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class A-1 Certificates.    

     Class A-1 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-1 Current Interest with respect to     
prior Distribution Dates over (B) the amount actually distributed to the Class  
A-1 Certificates with respect to interest on such prior Distribution Dates and  
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class A-1 Pass-Through Rate for the related Accrual Period.                     

 Class A-1 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.250% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 0.500% per annum.             

    Class A-1 Maximum Rate Cap: With respect to a Distribution Date, the per
annum rate, adjusted to reflect the length of the related Accrual Period, equal 
to the weighted average of the maximum lifetime Net Mortgage Rates on the       
Adjustable Rate Mortgage Loans in Group One and the Net Mortgage Rates on the   
Fixed Rate Mortgage Loans in Group One. The Class A-1 Maximum Rate Cap shall    
relate to the Class A-1 and Class R Certificates.                               

    Class A-1 Pass-Through Rate: For the first Distribution Date, 4.320% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class A-1 Margin and (2) the Class A-1 Available Funds Cap for such    
Distribution Date.                                                              

Class A-1 Upper Collar: With respect to each Distribution Date with 
respect to which payments are received on the Class A-1 Cap Contract, a rate    
equal to the lesser of One-Month LIBOR and 9.750% per annum.                    

   Class A-2 Available Funds Cap: With respect to a Distribution Date, the
per annum rate equal to the product of (i) 12, (ii) the quotient of (x) the     
total scheduled interest on the Mortgage Loans in Group Two based on the Net    
Mortgage Rates in effect on the related Due Date divided by (y) the aggregate   
Stated Principal Balance of the Mortgage Loans in Group Two as of the first day 
of the related Accrual Period (or, in the case of the first Distribution Date,  
as of the Cut-off Date) and (iii) a fraction, the                               

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numerator of which is 30, and the denominator of which is the actual number of  
days in the related Accrual Period.                                             

    Class A-2 Cap Contract: The confirmation and agreement between the Trust
Fund or Trustee and the Cap Contract Counterparty (in the form of Exhibit N-2   
hereto).                                                                        

     Class A-2 Cap Contract Notional Balance: With respect to any Distribution
Date, the Class A-2 Cap Contract Notional Balance set forth for such            
Distribution Date in the Class A-2 One-Month LIBOR Cap Table attached hereto as 
Exhibit O-2.                                                                    

  Class A-2 Cap Contract Termination Date: The Distribution Date in July
2008.                                                                           

      Class A-2 Certificates: Any of the Class A-2A1, Class A-2A2 and Class A-2B
Certificates.                                                                   

    Class A-2 Maximum Rate Cap: With respect to a Distribution Date, the per
annum rate, adjusted to reflect the length of the related Accrual Period, equal 
to the weighted average of the maximum lifetime Net Mortgage Rates on the       
Adjustable Rate Mortgage Loans in Group Two and the Net Mortgage Rates on the   
Fixed Rate Mortgage Loans in Group Two. The Class A-2 Maximum Rate Cap shall    
relate to the Class A-2 Certificates.                                           

Class A-2 Upper Collar: With respect to each Distribution Date with 
respect to which payments are received on the Class A-2 Cap Contract, a rate    
equal to the lesser of One-Month LIBOR and 9.770% per annum.                    

 Class A-2A1 Certificate: Any Certificate designated as a "Class A-2A1
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

Class A-2A1 Certificate Principal Balance: As of any date of        
determination, the aggregate Certificate Principal Balance of the Class A-2A1   
Certificates.                                                                   

   Class A-2A1 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-2A1 Pass-Through Rate  
on the Class A-2A1 Certificate Principal Balance as of such Distribution Date   
plus the portion of any previous distributions on such Class in respect of      
Current Interest or a Class A-2A1 Interest Carry Forward Amount that is         
recovered as a voidable preference by a trustee in bankruptcy, less any         
Non-Supported Interest Shortfall allocated on such Distribution Date to the     
Class A-2A1 Certificates. For purposes of calculating interest, principal       
distributions on a Distribution Date will be deemed to have been made on the    
first day of the Accrual Period in which such Distribution Date occurs.         

   Class A-2A1 Interest Carry Forward Amount: As of any Distribution Date,
the sum of (1) the excess of (A) the Class A-2A1 Current Interest with respect  
to prior Distribution Dates over (B) the amount actually distributed to the     
Class A-2A1 Certificates with respect to interest on such prior Distribution    
Dates and (2) interest on such excess (to the extent permitted by applicable    
law) at the Class A-2A1 Pass-Through Rate for the related Accrual Period.       

   Class A-2A1 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.120% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 0.240% per annum.             

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      Class A-2A1 Pass-Through Rate: For the first Distribution Date, 4.190% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class A-2A1 Margin and (2) the Class A-2 Available Funds Cap for such  
Distribution Date.                                                              

 Class A-2A2 Certificate: Any Certificate designated as a "Class A-2A2
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

Class A-2A2 Certificate Principal Balance: As of any date of        
determination, the aggregate Certificate Principal Balance of the Class A-2A2   
Certificates.                                                                   

   Class A-2A2 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-2A2 Pass-Through Rate  
on the Class A-2A2 Certificate Principal Balance as of such Distribution Date   
plus the portion of any previous distributions on such Class in respect of      
Current Interest or a Class A-2A2 Interest Carry Forward Amount that is         
recovered as a voidable preference by a trustee in bankruptcy, less any         
Non-Supported Interest Shortfall allocated on such Distribution Date to the     
Class A-2A2 Certificates. For purposes of calculating interest, principal       
distributions on a Distribution Date will be deemed to have been made on the    
first day of the Accrual Period in which such Distribution Date occurs.         

   Class A-2A2 Interest Carry Forward Amount: As of any Distribution Date,
the sum of (1) the excess of (A) the Class A-2A2 Current Interest with respect  
to prior Distribution Dates over (B) the amount actually distributed to the     
Class A-2A2 Certificates with respect to interest on such prior Distribution    
Dates and (2) interest on such excess (to the extent permitted by applicable    
law) at the Class A-2A2 Pass-Through Rate for the related Accrual Period.       

   Class A-2A2 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.270% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 0.540% per annum.             

      Class A-2A2 Pass-Through Rate: For the first Distribution Date, 4.340% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class A-2A2 Margin and (2) the Class A-2 Available Funds Cap for such  
Distribution Date.                                                              

Class A-2B Certificate: Any Certificate designated as a "Class A-2B 
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

      Class A-2B Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class A-2B Certificates.     

  Class A-2B Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-2B Pass-Through Rate on
the Class A-2B Certificate Principal Balance as of such Distribution Date plus  
the portion of any previous distributions on such Class in respect of Current   
Interest or a Class A-2B Interest Carry Forward Amount that is recovered as a   
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class A-2B Certificates.   
For purposes of calculating interest, principal distributions on a Distribution 
Date will be deemed to have been made on the first day of the Accrual Period in 
which such Distribution Date occurs.                                            

      Class A-2B Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-2B Current Interest with respect to    
prior Distribution Dates over (B) the amount actually distributed to the Class  
A-2B Certificates with respect to interest on such prior Distribution Dates     

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and (2) interest on such excess (to the extent permitted by applicable law) at  
the Class A-2B Pass-Through Rate for the related Accrual Period.                

  Class A-2B Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.300% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 0.600% per annum.             

     Class A-2B Pass-Through Rate: For the first Distribution Date, 4.370% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class A-2B Margin and (2) the Class A-2 Available Funds Cap for such   
Distribution Date.                                                              

Class A-3 Certificate: Any Certificate designated as a "Class A-3   
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

     Class A-3 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class A-3 Certificates.      

      Class A-3/Class M Cap Contract: The confirmation and agreement between the
Trust Fund or the Trustee and the Cap Contract Counterparty (in the form of     
Exhibit N-3 hereto).                                                            

Class A-3/Class M Cap Contract Notional Balance: With respect to any
Distribution Date, the Class A-3/Class M Cap Contract Notional Balance set forth
for such Distribution Date in the Class A-3/Class M One Month LIBOR Cap Table   
attached hereto as Exhibit O-3.                                                 

     Class A-3/Class M Cap Contract Termination Date: The Distribution Date in
July 2008.                                                                      

  Class A-3/Class M Upper Collar: With respect to each Distribution Date
with respect to which payments are received on the Class A-3/Class M Cap        
Contract, a rate equal to the lesser of One-Month LIBOR and 9.370% per annum.   

 Class A-3 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class A-3 Pass-Through Rate on 
the Class A-3 Certificate Principal Balance as of such Distribution Date plus   
the portion of any previous distributions on such Class in respect of Class A-3 
Current Interest or a Class A-3 Interest Carry Forward Amount that is recovered 
as a voidable preference by a trustee in bankruptcy, less any Non-Supported     
Interest Shortfall allocated on such Distribution Date to the Class A-3         
Certificates.                                                                   

     Class A-3 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class A-3 Current Interest with respect to     
prior Distribution Dates over (B) the amount actually distributed to the Class  
A-3 Certificates with respect to interest on such prior Distribution Dates and  
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class A-3 Pass-Through Rate for the related Accrual Period.                     

 Class A-3 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.450% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 0.900% per annum.             

    Class A-3 Pass-Through Rate: For the first Distribution Date, 4.520% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class A-3 Margin and (2) the Weighted Average Available Funds Cap for  
such Distribution Date.                                                         

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  Class B Cap Contract: The confirmation and agreement between the Trust
Fund or the Trustee and the Cap Contract Counterparty (in the form of Exhibit   
N-4 hereto).                                                                    

   Class B Cap Contract Notional Balance: With respect to any Distribution
Date, the Class B Cap Contract Notional Balance set forth for such Distribution 
Date in the Class B One Month LIBOR Cap Table attached hereto as Exhibit O-4.   

      Class B Cap Contract Termination Date: The Distribution Date in July 2008.

      Class B Certificates: Any of the Class B-1A, Class B-1B, Class B-2A, Class
B-2B, Class B-3A, Class B-3B, Class B-4A and Class B-4B Certificates.           

     Class B Upper Collar: With respect to each Distribution Date with respect
to which payments are received on the Class B Cap Contract, a rate equal to the 
lesser of One-Month LIBOR and 8.040% per annum.                                 

    Class B-1 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans     
which have been applied to the reduction of the Certificate Principal Balance of
the Class B-1 Certificates.                                                     

     Class B-1 Certificate: Any of the Class B-1A and Class B-1B Certificates.

     Class B-1 Certificate Principal Balance: As of any date of determination,
the sum of the Class B-1A Certificate Principal Balance and the Class B-1B      
Certificate Principal Balance.                                                  

     Class B-1 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount   
for such Distribution Date if the Class A Certificate Principal Balance and the 
Class M Certificate Principal Balance, have been reduced to zero and a Stepdown 
Trigger Event exists, or as long as a Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal Balance (after   
taking into account distributions of the Class A Principal Distribution Amount  
on such Distribution Date), (B) the Class M-1 Certificate Principal Balance     
(after taking into account distributions of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class M-2 Certificate Principal      
Balance (after taking into account distributions of the Class M-2 Principal     
Distribution Amount on such Distribution Date), (D) the Class M-3 Certificate   
Principal Balance (after taking into account distributions of the Class M-3     
Principal Distribution Amount on such Distribution Date), (E) the Class M-4     
Certificate Principal Balance (after taking into account distributions of the   
Class M-4 Principal Distribution Amount on such Distribution Date, (F) the Class
M-5 Certificate Principal Balance (after taking into account distributions of   
the Class M-5 Principal Distribution Amount on such Distribution Date, (G) the  
Class M-6 Certificate Principal Balance (after taking into account distributions
of the Class M-6 Principal Distribution Amount on such Distribution Date and (H)
the Class B-1 Certificate Principal Balance immediately prior to such           
Distribution Date over (2) the lesser of (A) 95.00% of the Stated Principal     
Balance of the Mortgage Loans as of the end of the immediately preceding Due    
Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans 
as of the end of the immediately preceding Due Period over the Minimum Required 
Overcollateralization Amount. Notwithstanding the foregoing, (I) on any         
Distribution Date prior to the Stepdown Date on which the Certificate Principal 
Balance of each Class of Class A Certificates and Class M Certificates has been 
reduced to zero, the Class B-1 Principal Distribution Amount will equal the     
lesser of (x) the outstanding Certificate Principal Balance of the Class B-1    
Certificates and (y) 100% of the Principal Distribution Amount remaining after  
any distributions on such Class A and Class M Certificates and (II) in no event 
will the Class B-1 Principal Distribution Amount with respect to any            
Distribution Date exceed the Class B-1 Certificate Principal Balance.           

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   Class B-1 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-1 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class B-1 Unpaid Realized Loss Amounts on 
all previous Distribution Dates and (y) all increases in the Certificate        
Principal Balance of the Class B-1 Certificates pursuant to the last sentence of
the definition of "Certificate Principal Balance."                              

Class B-1A Certificate: Any Certificate designated as a "Class B-1A 
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

      Class B-1A Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-1A Certificates.     

  Class B-1A Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-1A Pass-Through Rate on
the Class B-1A Certificate Principal Balance as of such Distribution Date plus  
the portion of any previous distributions on such Class in respect of Current   
Interest or a Class B-1A Interest Carry Forward Amount that is recovered as a   
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class B-1A Certificates.   

      Class B-1A Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-1A Current Interest with respect to    
prior Distribution Dates over (B) the amount actually distributed to the Class  
B-1A Certificates with respect to interest on such prior Distribution Dates and 
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class B-1A Pass-Through Rate for the related Accrual Period.                    

  Class B-1A Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 1.900% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 2.850% per annum.             

     Class B-1A Pass-Through Rate: For the first Distribution Date, 5.970% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class B-1A Margin and (2) the Weighted Average Available Funds Cap for 
such Distribution Date.                                                         

Class B-1B Certificate: Any Certificate designated as a "Class B-1B 
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

      Class B-1B Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-1B Certificates.     

  Class B-1B Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-1B Pass-Through Rate on
the Class B-1B Certificate Principal Balance as of such Distribution Date plus  
the portion of any previous distributions on such Class in respect of Current   
Interest or a Class B-1B Interest Carry Forward Amount that is recovered as a   
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class B-1B Certificates.   

      Class B-1B Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-1B Current Interest with respect to    
prior Distribution Dates over (B) the amount actually distributed to the Class  
B-1B Certificates with respect to interest on such prior Distribution Dates and 
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class B-1B Pass-Through Rate for the related Accrual Period.                    

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  Class B-1B Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 1.900% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 2.850% per annum.             

     Class B-1B Pass-Through Rate: For the first Distribution Date, 5.970% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class B-1B Margin and (2) the Weighted Average Available Funds Cap for 
such Distribution Date.                                                         

    Class B-2 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans     
which have been applied to the reduction of the Certificate Principal Balance of
the Class B-2 Certificates.                                                     

     Class B-2 Certificate: Any of the Class B-2A and Class B-2B Certificates.

     Class B-2 Certificate Principal Balance: As of any date of determination,
the sum of the Class B-2A Certificate Principal Balance and the Class B-2B      
Certificate Principal Balance.                                                  

     Class B-2 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount   
for such Distribution Date if the Class A Certificate Principal Balance, the    
Class M Certificate Principal Balance and the Class B-1 Certificate Principal   
Balance have been reduced to zero and a Stepdown Trigger Event exists, or as    
long as a Stepdown Trigger Event does not exist, the excess of (1) the sum of   
(A) the Class A Certificate Principal Balance (after taking into account        
distributions of the Class A Principal Distribution Amount on such Distribution 
Date), (B) the Class M-1 Certificate Principal Balance (after taking into       
account distributions of the Class M-1 Principal Distribution Amount on such    
Distribution Date), (C) the Class M-2 Certificate Principal Balance (after      
taking into account distributions of the Class M-2 Principal Distribution Amount
on such Distribution Date), (D) the Class M-3 Certificate Principal Balance     
(after taking into account distributions of the Class M-3 Principal Distribution
Amount on such Distribution Date), (E) the Class M-4 Certificate Principal      
Balance (after taking into account distributions of the Class M-4 Principal     
Distribution Amount on such Distribution Date), (F) the Class M-5 Certificate   
Principal Balance (after taking into account distributions of the Class M-5     
Principal Distribution Amount on such Distribution Date), (G) the Class M-6     
Certificate Principal Balance (after taking into account distributions of the   
Class M-6 Principal Distribution Amount on such Distribution Date), (H) the     
Class B-1 Certificate Principal Balance (after taking into account distributions
of the Class B-1 Principal Distribution Amount on such Distribution Date) and   
(I) the Class B-2 Certificate Principal Balance immediately prior to such       
Distribution Date over (2) the lesser of (A) 96.20% of the Stated Principal     
Balance of the Mortgage Loans as of the end of the immediately preceding Due    
Period and (B) the excess of the Stated Principal Balance of the Mortgage Loans 
as of the end of the immediately preceding Due Period over the Minimum Required 
Overcollateralization Amount. Notwithstanding the foregoing, (I) on any         
Distribution Date prior to the Stepdown Date on which the Certificate Principal 
Balance of each Class of Class A, Class M and Class B-1 Certificates has been   
reduced to zero, the Class B-2 Principal Distribution Amount will equal the     
lesser of (x) the outstanding Certificate Principal Balance of the Class B-2    
Certificates and (y) 100% of the Principal Distribution Amount remaining after  
any distributions on such Class A, Class M and Class B-1 Certificates and (II)  
in no event will the Class B-2 Principal Distribution Amount with respect to any
Distribution Date exceed the Class B-2 Certificate Principal Balance.           

   Class B-2 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-2 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class B-2 Unpaid Realized Loss Amounts on 
all previous Distribution Dates and (y) all increases in the Certificate        
Principal Balance of the Class B-2 Certificates pursuant to the last sentence of
the definition of "Certificate Principal Balance."                              

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Class B-2A Certificate: Any Certificate designated as a "Class B-2A 
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

      Class B-2A Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-2A Certificates.     

  Class B-2A Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-2A Pass-Through Rate on
the Class B-2A Certificate Principal Balance as of such Distribution Date plus  
the portion of any previous distributions on such Class in respect of Current   
Interest or a Class B-2A Interest Carry Forward Amount that is recovered as a   
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class B-2A Certificates.   
For purposes of calculating interest, principal distributions on a Distribution 
Date will be deemed to have been made on the first day of the Accrual Period in 
which such Distribution Date occurs.                                            

      Class B-2A Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-2A Current Interest with respect to    
prior Distribution Dates over (B) the amount actually distributed to the Class  
B-2A Certificates with respect to interest on such prior Distribution Dates and 
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class B-2A Pass-Through Rate for the related Accrual Period.                    

  Class B-2A Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 2.000% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 3.000% per annum.             

     Class B-2A Pass-Through Rate: For the first Distribution Date, 6.070% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class B-2A Margin and (2) the Weighted Average Available Funds Cap for 
such Distribution Date.                                                         

Class B-2B Certificate: Any Certificate designated as a "Class B-2B 
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

      Class B-2B Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-2B Certificates.     

  Class B-2B Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-2B Pass-Through Rate on
the Class B-2B Certificate Principal Balance as of such Distribution Date plus  
the portion of any previous distributions on such Class in respect of Current   
Interest or a Class B-2B Interest Carry Forward Amount that is recovered as a   
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class B-2B Certificates.   
For purposes of calculating interest, principal distributions on a Distribution 
Date will be deemed to have been made on the first day of the Accrual Period in 
which such Distribution Date occurs.                                            

      Class B-2B Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-2B Current Interest with respect to    
prior Distribution Dates over (B) the amount actually distributed to the Class  
B-2B Certificates with respect to interest on such prior Distribution Dates and 
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class B-2B Pass-Through Rate for the related Accrual Period.                    

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  Class B-2B Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 2.000% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 3.000% per annum.             

     Class B-2B Pass-Through Rate: For the first Distribution Date, 6.070% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class B-2B Margin and (2) the Weighted Average Available Funds Cap for 
such Distribution Date.                                                         

    Class B-3 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans     
which have been applied to the reduction of the Certificate Principal Balance of
the Class B-3 Certificates.                                                     

     Class B-3 Certificate: Any of the Class B-3A and Class B-3B Certificates.

     Class B-3 Certificate Principal Balance: As of any date of determination,
the sum of the Class B-3A Certificate Principal Balance and the Class B-3B      
Certificate Principal Balance.                                                  

     Class B-3 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount   
for such Distribution Date if the Class A Certificate Principal Balance, the    
Class M Certificate Principal Balance, the Class B-1 Certificate Principal      
Balance and the Class B-2 Certificate Principal Balance have been reduced to    
zero and a Stepdown Trigger Event exists, or as long as a Stepdown Trigger Event
does not exist, the excess of (1) the sum of (A) the Class A Certificate        
Principal Balance (after taking into account distributions of the Class A       
Principal Distribution Amount on such Distribution Date), (B) the Class M-1     
Certificate Principal Balance (after taking into account distributions of the   
Class M-1 Principal Distribution Amount on such Distribution Date), (C) the     
Class M-2 Certificate Principal Balance (after taking into account distributions
of the Class M-2 Principal Distribution Amount on such Distribution Date), (D)  
the Class M-3 Certificate Principal Balance (after taking into account          
distributions of the Class M-3 Principal Distribution Amount on such            
Distribution Date), (E) the Class M-4 Certificate Principal Balance (after      
taking into account distributions of the Class M-4 Principal Distribution Amount
on such Distribution Date), (F) the Class M-5 Certificate Principal Balance     
(after taking into account distributions of the Class M-5 Principal Distribution
Amount on such Distribution Date), (G) the Class M-6 Certificate Principal      
Balance (after taking into account distributions of the Class M-6 Principal     
Distribution Amount on such Distribution Date), (H) the Class B-1 Certificate   
Principal Balance (after taking into account distributions of the Class B-1     
Principal Distribution Amount on such Distribution Date), (I) the Class B-2     
Certificate Principal Balance (after taking into account distributions of the   
Class B-2 Principal Distribution Amount on such Distribution Date) and (J) the  
Class B-3 Certificate Principal Balance immediately prior to such Distribution  
Date over (2) the lesser of (A) 97.40% of the Stated Principal Balance of the   
Mortgage Loans as of the end of the immediately preceding Due Period and (B) the
excess of the Stated Principal Balance of the Mortgage Loans as of the end of   
the immediately preceding Due Period over the Minimum Required                  
Overcollateralization Amount. Notwithstanding the foregoing, (I) on any         
Distribution Date prior to the Stepdown Date on which the Certificate Principal 
Balance of each Class of Class A, Class M, Class B-1 and Class B-2 Certificates 
has been reduced to zero, the Class B-3 Principal Distribution Amount will equal
the lesser of (x) the outstanding Certificate Principal Balance of the Class B-3
Certificates and (y) 100% of the Principal Distribution Amount remaining after  
any distributions on such Class A, Class M, Class B-1 and Class B-2 Certificates
and (II) in no event will the Class B-3 Principal Distribution Amount with      
respect to any Distribution Date exceed the Class B-3 Certificate Principal     
Balance.                                                                        

   Class B-3 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-3 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the                                           

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Class B-3 Unpaid Realized Loss Amounts on all previous Distribution Dates and   
(y) all increases in the Certificate Principal Balance of the Class B-3         
Certificates pursuant to the last sentence of the definition of "Certificate    
Principal Balance".                                                             

Class B-3A Certificate: Any Certificate designated as a "Class B-3A 
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

      Class B-3A Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-3A Certificates.     

  Class B-3A Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-3A Pass-Through Rate on
the Class B-3A Certificate Principal Balance as of such Distribution Date plus  
the portion of any previous distributions on such Class in respect of Current   
Interest or a Class B-3A Interest Carry Forward Amount that is recovered as a   
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class B-3A Certificates.   
For purposes of calculating interest, principal distributions on a Distribution 
Date will be deemed to have been made on the first day of the Accrual Period in 
which such Distribution Date occurs.                                            

      Class B-3A Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-3A Current Interest with respect to    
prior Distribution Dates over (B) the amount actually distributed to the Class  
B-3A Certificates with respect to interest on such prior Distribution Dates and 
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class B-3A Pass-Through Rate for the related Accrual Period.                    

  Class B-3A Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 2.000% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 3.000% per annum.             

     Class B-3A Pass-Through Rate: For the first Distribution Date, 6.070% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class B-3A Margin and (2) the Weighted Average Available Funds Cap for 
such Distribution Date.                                                         

Class B-3B Certificate: Any Certificate designated as a "Class B-3B 
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

      Class B-3B Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-3B Certificates.     

  Class B-3B Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-3B Pass-Through Rate on
the Class B-3B Certificate Principal Balance as of such Distribution Date plus  
the portion of any previous distributions on such Class in respect of Current   
Interest or a Class B-3B Interest Carry Forward Amount that is recovered as a   
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class B-3B Certificates.   
For purposes of calculating interest, principal distributions on a Distribution 
Date will be deemed to have been made on the first day of the Accrual Period in 
which such Distribution Date occurs.                                            

      Class B-3B Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-3B Current Interest with respect to    
prior Distribution Dates over (B) the amount actually distributed to the Class  
B-3B Certificates with respect to interest on such prior Distribution Dates     

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and (2) interest on such excess (to the extent permitted by applicable law) at  
the Class B-3B Pass-Through Rate for the related Accrual Period.                

  Class B-3B Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 2.000% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 3.000% per annum.             

     Class B-3B Pass-Through Rate: For the first Distribution Date, 6.070% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class B-3B Margin and (2) the Weighted Average Available Funds Cap for 
such Distribution Date.                                                         

    Class B-4 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans     
which have been applied to the reduction of the Certificate Principal Balance of
the Class B-4 Certificates.                                                     

     Class B-4 Certificate: Any of the Class B-4A and Class B-4B Certificates.

     Class B-4 Certificate Principal Balance: As of any date of determination,
the sum of the Class B-4A Certificate Principal Balance and the Class B-4B      
Certificate Principal Balance.                                                  

     Class B-4 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount   
for such Distribution Date if the Class A Certificate Principal Balance, the    
Class M Certificate Principal Balance, the Class B-1 Certificate Principal      
Balance, the Class B-2 Certificate Principal Balance and the Class B-3          
Certificate Principal Balance have been reduced to zero and a Stepdown Trigger  
Event exists, or as long as a Stepdown Trigger Event does not exist, the excess 
of (1) the sum of (A) the Class A Certificate Principal Balance (after taking   
into account distributions of the Class A Principal Distribution Amount on such 
Distribution Date), (B) the Class M-1 Certificate Principal Balance (after      
taking into account distributions of the Class M-1 Principal Distribution Amount
on such Distribution Date), (C) the Class M-2 Certificate Principal Balance     
(after taking into account distributions of the Class M-2 Principal Distribution
Amount on such Distribution Date), (D) the Class M-3 Certificate Principal      
Balance (after taking into account distributions of the Class M-3 Principal     
Distribution Amount on such Distribution Date), (E) the Class M-4 Certificate   
Principal Balance (after taking into account distributions of the Class M-4     
Principal Distribution Amount on such Distribution Date), (F) the Class M-5     
Certificate Principal Balance (after taking into account distributions of the   
Class M-5 Principal Distribution Amount on such Distribution Date), (G) the     
Class M-6 Certificate Principal Balance (after taking into account distributions
of the Class M-6 Principal Distribution Amount on such Distribution Date), (H)  
the Class B-1 Certificate Principal Balance (after taking into account          
distributions of the Class B-1 Principal Distribution Amount on such            
Distribution Date), (I) the Class B-2 Certificate Principal Balance (after      
taking into account distributions of the Class B-2 Principal Distribution Amount
on such Distribution Date), (J) the Class B-3 Certificate Principal Balance     
(after taking into account distributions of the Class B-3 Principal Distribution
Amount on such Distribution Date) and (K) the Class B-4 Certificate Principal   
Balance immediately prior to such Distribution Date over (2) the lesser of (A)  
98.90% of the Stated Principal Balance of the Mortgage Loans as of the end of   
the immediately preceding Due Period and (B) the excess of the Stated Principal 
Balance of the Mortgage Loans as of the end of the immediately preceding Due    
Period over the Minimum Required Overcollateralization Amount. Notwithstanding  
the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which 
the Certificate Principal Balance of each Class of Class A, Class M, Class B-1, 
Class B-2 and Class B-3 Certificates has been reduced to zero, the Class B-4    
Principal Distribution Amount will equal the lesser of (x) the outstanding      
Certificate Principal Balance of the Class B-4 Certificates and (y) 100% of the 
Principal Distribution Amount remaining after any distributions on such Class A,
Class M, Class B-1, Class B-2 and Class B-3 Certificates and (II) in no event   
will the Class                                                                  

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B-4 Principal Distribution Amount with respect to any Distribution Date exceed  
the Class B-4 Certificate Principal Balance.                                    

   Class B-4 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class B-4 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class B-4 Unpaid Realized Loss Amounts on 
all previous Distribution Dates and (y) all increases in the Certificate        
Principal Balance of the Class B-4 Certificates pursuant to the last sentence of
the definition of "Certificate Principal Balance."                              

Class B-4A Certificate: Any Certificate designated as a "Class B-4A 
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

      Class B-4A Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-4A Certificates.     

  Class B-4A Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-4A Pass-Through Rate on
the Class B-4A Certificate Principal Balance as of such Distribution Date plus  
the portion of any previous distributions on such Class in respect of Current   
Interest or a Class B-4A Interest Carry Forward Amount that is recovered as a   
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class B-4A Certificates.   
For purposes of calculating interest, principal distributions on a Distribution 
Date will be deemed to have been made on the first day of the Accrual Period in 
which such Distribution Date occurs.                                            

      Class B-4A Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-4A Current Interest with respect to    
prior Distribution Dates over (B) the amount actually distributed to the Class  
B-4A Certificates with respect to interest on such prior Distribution Dates and 
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class B-4A Pass-Through Rate for the related Accrual Period.                    

  Class B-4A Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 2.000% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 3.000% per annum.             

     Class B-4A Pass-Through Rate: For the first Distribution Date, 6.070% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class B-4A Margin and (2) the Weighted Average Available Funds Cap for 
such Distribution Date.                                                         

Class B-4B Certificate: Any Certificate designated as a "Class B-4B 
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

      Class B-4B Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-4B Certificates.     

  Class B-4B Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-4B Pass-Through Rate on
the Class B-4B Certificate Principal Balance as of such Distribution Date plus  
the portion of any previous distributions on such Class in respect of Current   
Interest or a Class B-4B Interest Carry Forward Amount that is recovered as a   
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class B-4B Certificates.   
For purposes of calculating interest, principal                                 

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distributions on a Distribution Date will be deemed to have been made on the    
first day of the Accrual Period in which such Distribution Date occurs.         

      Class B-4B Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-4B Current Interest with respect to    
prior Distribution Dates over (B) the amount actually distributed to the Class  
B-4B Certificates with respect to interest on such prior Distribution Dates and 
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class B-4B Pass-Through Rate for the related Accrual Period.                    

      Class B-4B Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class B-4B Certificates.     

  Class B-4B Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class B-4B Pass-Through Rate on
the Class B-4B Certificate Principal Balance as of such Distribution Date plus  
the portion of any previous distributions on such Class in respect of Current   
Interest or a Class B-4B Interest Carry Forward Amount that is recovered as a   
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class B-4B Certificates.   
For purposes of calculating interest, principal distributions on a Distribution 
Date will be deemed to have been made on the first day of the Accrual Period in 
which such Distribution Date occurs.                                            

      Class B-4B Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class B-4B Current Interest with respect to    
prior Distribution Dates over (B) the amount actually distributed to the Class  
B-4B Certificates with respect to interest on such prior Distribution Dates and 
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class B-4B Pass-Through Rate for the related Accrual Period.                    

  Class B-4B Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 2.000% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 3.000% per annum.             

     Class B-4B Pass-Through Rate: For the first Distribution Date, 6.070% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class B-4B Margin and (2) the Weighted Average Available Funds Cap for 
such Distribution Date.                                                         

      Class C Applied Realized Loss Amount: As of any Distribution Date, the sum
of all Applied Realized Loss Amounts with respect to the Mortgage Loans which   
have been applied to the reduction of the Certificate Principal Balance of the  
Class C Certificates.                                                           

      Class C Certificate: Any Certificate designated as a "Class C Certificate"
on the face thereof, in the form of Exhibit A hereto, representing the right to 
distributions as set forth herein.                                              

   Class C Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class C Certificates.        

Class C Current Interest: As of any Distribution Date, the interest 
accrued during the related Accrual Period at the Class C Distributable Interest 
Rate on a notional amount equal to 99.95% of the aggregate principal balance of 
the Lower Tier REMIC Regular Interests immediately prior to such Distribution   
Date (such amount of interest representing 100 percent of the interest payments 
on the Class UTC Interest), plus the interest portion of any previous           
distributions on such Class that is recovered as a                              

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voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class C Certificates.      

Class C Distributable Interest Rate: The excess, if any, of (a) the 
weighted average of the interest rates on the Lower Tier REMIC Regular Interests
over (b) two times the weighted average of the interest rates on the Lower Tier 
REMIC I Marker Interests and the Class LTIX Interest (treating for purposes of  
this clause (b) the interest rate on each of the Lower Tier REMIC I Marker      
Interests as being subject to a cap and a floor equal to the interest rate of   
the Corresponding Certificates and treating the Class LTIX 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 Lower Tier    
REMIC Regular Interests immediately prior to any date of determination.         

   Class C Interest Carry Forward Amount: As of any Distribution Date, the
excess of (A) the Class C Current Interest with respect to prior Distribution   
Dates over (B) the amount actually distributed to the Class C Certificates with 
respect to interest on such prior Distribution Dates or added to the aggregate  
Certificate Principal Balance of the Class C Certificates.                      

 Class C Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class C Applied Realized Loss Amount over (2) the sum of (x)  
all distributions in reduction of the Class C Unpaid Realized Loss Amounts on   
all previous Distribution Dates and (y) all increases in the Certificate        
Principal Balance of such Class C Certificates pursuant to the last sentence of 
the definition of "Certificate Principal Balance."                              

      Class LTA-1 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal   
balance of its Corresponding Certificates and an interest rate equal to the Net 
Rate.                                                                           

   Class LTA-2A1 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 1/4 of the initial        
principal balance of its Corresponding Certificate and an interest rate equal to
the Net Rate.                                                                   

   Class LTA-2A2 Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 1/4 of the initial        
principal balance of its Corresponding Certificate and an interest rate equal to
the Net Rate.                                                                   

  Class LTA-2B Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 1/4 of the initial        
principal balance of its Corresponding Certificate and an interest rate equal to
the Net Rate.                                                                   

      Class LTA-3 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal   
balance of its Corresponding Certificate and an interest rate equal to the Net  
Rate.                                                                           

  Class LTB-1A Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 1/4 of the initial        
principal balance of its Corresponding Certificate and an interest rate equal to
the Net Rate.                                                                   

  Class LTB-1B Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 1/4 of the initial        
principal balance of its Corresponding Certificate and an interest rate equal to
the Net Rate.                                                                   

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  Class LTB-2A Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 1/4 of the initial        
principal balance of its Corresponding Certificate and an interest rate equal to
the Net Rate.                                                                   

  Class LTB-2B Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 1/4 of the initial        
principal balance of its Corresponding Certificate and an interest rate equal to
the Net Rate.                                                                   

  Class LTB-3A Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 1/4 of the initial        
principal balance of its Corresponding Certificate and an interest rate equal to
the Net Rate.                                                                   

  Class LTB-3B Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 1/4 of the initial        
principal balance of its Corresponding Certificate and an interest rate equal to
the Net Rate.                                                                   

  Class LTB-4A Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 1/4 of the initial        
principal balance of its Corresponding Certificate and an interest rate equal to
the Net Rate.                                                                   

  Class LTB-4B Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 1/4 of the initial        
principal balance of its Corresponding Certificate and an interest rate equal to
the Net Rate.                                                                   

     Class LTIX Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to the excess of (i) 50% of the   
aggregate Cut-off Date Principal Balance of the Mortgage Loans over (ii) the    
initial principal balance of the Lower Tier REMIC I Marker Interests, and with  
an interest rate equal to the Net Rate.                                         

      Class LTIIX Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to the excess of (i) 50% of the   
aggregate Cut-off Date Principal Balance of the Mortgage Loans over (ii) the    
initial principal balance of the Lower Tier REMIC II Marker Interests, and with 
an interest rate equal to the Net Rate.                                         

  Class LTII1A Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 0.05% of the excess of (i)
the aggregate Cut-off Date Principal Balance of the Group One Mortgage Loans    
over (ii) the aggregate of the initial Certificate Principal Balances of        
Certificate Group One, and with an interest rate equal to the Net Rate.         

  Class LTII1B Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 0.05% the aggregate       
Cut-off Date Principal Balance of the Group One Mortgage Loans, and with an     
interest rate equal to the Class A-1 Available Funds Cap.                       

  Class LTII2A Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 0.05% of the excess of (i)
the aggregate Cut-off Date Principal Balance of the Group Two Mortgage Loans    
over (ii) the aggregate of the initial Certificate Principal Balances of        
Certificate Group Two, and with an interest rate equal to the Net Rate.         

  Class LTII2B Interest: An uncertificated regular interest in the Lower
Tier REMIC with an initial principal balance equal to 0.05% of the aggregate    
Cut-off Date Principal Balance of the Group Two Mortgage Loans and with an      
interest rate equal to the Class A-2 Available Funds Cap.                       

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      Class LTM-1 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal   
balance of its Corresponding Certificate and an interest rate equal to the Net  
Rate.                                                                           

      Class LTM-2 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal   
balance of its Corresponding Certificate and an interest rate equal to the Net  
Rate.                                                                           

      Class LTM-3 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal   
balance of its Corresponding Certificate and an interest rate equal to the Net  
Rate.                                                                           

      Class LTM-4 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal   
balance of its Corresponding Certificate and an interest rate equal to the Net  
Rate.                                                                           

      Class LTM-5 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal   
balance of its Corresponding Certificate and an interest rate equal to the Net  
Rate.                                                                           

      Class LTM-6 Interest: An uncertificated regular interest in the Lower Tier
REMIC with an initial principal balance equal to 1/4 of the initial principal   
balance of its Corresponding Certificate and an interest rate equal to the Net  
Rate.                                                                           

  Class LTR Interest: The sole class of "residual interest" in the Lower
Tier REMIC.                                                                     

   Class M Certificates: Any of the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5 and Class M-6 Certificates.                                      

     Class M Certificate Principal Balance: For any date of determination, the
sum of the Class M-1 Certificate Principal Balance, Class M-2 Certificate       
Principal Balance, Class M-3 Certificate Principal Balance, Class M-4           
Certificate Principal Balance, Class M-5 Certificate Principal Balance and Class
M-6 Certificate Principal Balance.                                              

    Class M-1 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans     
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-1 Certificates.                                                     

Class M-1 Certificate: Any Certificate designated as a "Class M-1   
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

     Class M-1 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-1 Certificates.      

 Class M-1 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-1 Pass-Through Rate on 
the Class M-1 Certificate Principal Balance as of such Distribution Date plus   
the portion of any previous distributions on such Class in respect of Current   
Interest or Class M-1 Interest Carry Forward Amount that is recovered as a      
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class M-1 Certificates.    

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     Class M-1 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-1 Current Interest with respect to     
prior Distribution Dates over (B) the amount actually distributed to the Class  
M-1 Certificates with respect to interest on such prior Distribution Dates and  
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class M-1 Pass-Through Rate for the related Accrual Period.                     

 Class M-1 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.550% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 0.825% per annum.             

    Class M-1 Pass-Through Rate: For the first Distribution Date, 4.620% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-1 Margin and (2) the Weighted Average Available Funds Cap for  
such Distribution Date.                                                         

     Class M-1 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount   
for such Distribution Date if the Class A Certificate Principal Balance has been
reduced to zero and a Stepdown Trigger Event exists, or as long as a Stepdown   
Trigger Event does not exist, the excess of (1) the sum of (A) the Class A      
Certificate Principal Balance (after taking into account distributions of the   
Class A Principal Distribution Amount on such Distribution Date) and (B) the    
Class M-1 Certificate Principal Balance immediately prior to such Distribution  
Date over (2) the lesser of (A) 75.90% of the Stated Principal Balances of the  
Mortgage Loans as of the end of the immediately preceding Due Period and (B) the
excess of the Stated Principal Balances for the Mortgage Loans as of the end of 
the immediately preceding Due Period over the Minimum Required                  
Overcollateralization Amount. Notwithstanding the foregoing, (I) on any         
Distribution Date prior to the Stepdown Date on which the Certificate Principal 
Balance of each Class of Class A Certificates has been reduced to zero, the     
Class M-1 Principal Distribution Amount will equal the lesser of (x) the        
outstanding Certificate Principal Balance of the Class M-1 Certificates and (y) 
100% of the Principal Distribution Amount remaining after any distributions on  
such Class A Certificates and (II) in no event will the Class M-1 Principal     
Distribution Amount with respect to any Distribution Date exceed the Class M-1  
Certificate Principal Balance.                                                  

   Class M-1 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-1 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class M-1 Unpaid Realized Loss Amounts on 
all previous Distribution Dates and (y) all increases in the Certificate        
Principal Balance of such Class M-1 Certificates pursuant to the last sentence  
of the definition of "Certificate Principal Balance."                           

    Class M-2 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans     
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-2 Certificates.                                                     

Class M-2 Certificate: Any Certificate designated as a "Class M-2   
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

     Class M-2 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-2 Certificates.      

 Class M-2 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-2 Pass-Through Rate on 
the Class M-2 Certificate Principal Balance as of such Distribution Date plus   
the portion of any previous distributions on such Class in respect of Current   
Interest or Class M-2 Interest Carry Forward Amount that is recovered as a      
voidable preference by a                                                        

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trustee in bankruptcy, less any Non-Supported Interest Shortfall allocated on   
such Distribution Date to the Class M-2 Certificates.                           

     Class M-2 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-2 Current Interest with respect to     
prior Distribution Dates over (B) the amount actually distributed to the Class  
M-2 Certificates with respect to interest on such prior Distribution Dates and  
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class M-2 Pass-Through Rate for the related Accrual Period.                     

 Class M-2 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.630% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 0.945% per annum.             

    Class M-2 Pass-Through Rate: For the first Distribution Date, 4.700% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-2 Margin and (2) the Weighted Average Available Funds Cap for  
such Distribution Date.                                                         

     Class M-2 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount   
for such Distribution Date if the Class A Certificate Principal Balance and the 
Class M-1 Certificate Principal Balance have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal Balance (after   
taking into account distributions of the Class A Principal Distribution Amount  
on such Distribution Date), (B) the Class M-1 Certificate Principal Balance     
(after taking into account distributions of the Class M-1 Principal Distribution
Amount on such Distribution Date) and (C) the Class M-2 Certificate Principal   
Balance immediately prior to such Distribution Date over (2) the lesser of (A)  
82.50% of the Stated Principal Balances of the Mortgage Loans as of the end of  
the immediately preceding Due Period and (B) the excess of the Stated Principal 
Balances of the Mortgage Loans as of the end of the immediately preceding Due   
Period over the Minimum Required Overcollateralization Amount. Notwithstanding  
the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which 
the Certificate Principal Balance of each Class of Class A Certificates and the 
Class M-1 Certificates has been reduced to zero, the Class M-2 Principal        
Distribution Amount will equal the lesser of (x) the outstanding Certificate    
Principal Balance of the Class M-2 Certificates and (y) 100% of the Principal   
Distribution Amount remaining after any distributions on such Class A and Class 
M-1 Certificates and (II) in no event will the Class M-2 Principal Distribution 
Amount with respect to any Distribution Date exceed the Class M-2 Certificate   
Principal Balance.                                                              

   Class M-2 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-2 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class M-2 Unpaid Realized Loss Amounts on 
all previous Distribution Dates and (y) all increases in the Certificate        
Principal Balance of such Class M-2 Certificates pursuant to the last sentence  
of the definition of "Certificate Principal Balance."                           

    Class M-3 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans     
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-3 Certificates.                                                     

Class M-3 Certificate: Any Certificate designated as a "Class M-3   
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

     Class M-3 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-3 Certificates.      

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 Class M-3 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-3 Pass-Through Rate on 
the Class M-3 Certificate Principal Balance as of such Distribution Date plus   
the portion of any previous distributions on such Class in respect of Current   
Interest or Class M-3 Interest Carry Forward Amount that is recovered as a      
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class M-3 Certificates.    

     Class M-3 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-3 Current Interest with respect to     
prior Distribution Dates over (B) the amount actually distributed to the Class  
M-3 Certificates with respect to interest on such prior Distribution Dates and  
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class M-3 Pass-Through Rate for the related Accrual Period.                     

 Class M-3 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.680% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 1.020% per annum.             

    Class M-3 Pass-Through Rate: For the first Distribution Date, 4.750% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-3 Margin and (2) the Weighted Average Available Funds Cap for  
such Distribution Date.                                                         

     Class M-3 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount   
for such Distribution Date if the Class A Certificate Principal Balance, Class  
M-1 Certificate Principal Balance and Class M-2 Certificate Principal Balance   
have been reduced to zero and a Stepdown Trigger Event exists, or as long as a  
Stepdown Trigger Event does not exist, the excess of (1) the sum of (A) the     
Class A Certificate Principal Balance (after taking into account distributions  
of the Class A Principal Distribution Amount on such Distribution Date), (B) the
Class M-1 Certificate Principal Balance (after taking into account distributions
of the Class M-1 Principal Distribution Amount on such Distribution Date), (C)  
the Class M-2 Certificate Principal Balance (after taking into account          
distributions of the Class M-2 Principal Distribution Amount on such            
Distribution Date) and (D) the Class M-3 Certificate Principal Balance          
immediately prior to such Distribution Date over (2) the lesser of (A) 84.70% of
the Stated Principal Balances of the Mortgage Loans as of the end of the        
immediately preceding Due Period and (B) the excess of the Stated Principal     
Balances for the Mortgage Loans as of the end of the immediately preceding Due  
Period over the Minimum Required Overcollateralization Amount. Notwithstanding  
the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which 
the Certificate Principal Balance of each Class of Class A Certificates, the    
Class M-1 Certificates and the Class M-2 Certificates has been reduced to zero, 
the Class M-3 Principal Distribution Amount will equal the lesser of (x) the    
outstanding Certificate Principal Balance of the Class M-3 Certificates and (y) 
100% of the Principal Distribution Amount remaining after any distributions on  
such Class A, Class M-1 and Class M-2 Certificates and (II) in no event will the
Class M-3 Principal Distribution Amount with respect to any Distribution Date   
exceed the Class M-3 Certificate Principal Balance.                             

   Class M-3 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-3 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class M-3 Unpaid Realized Loss Amounts on 
all previous Distribution Dates and (y) all increases in the Certificate        
Principal Balance of such Class M-3 Certificates pursuant to the last sentence  
of the definition of "Certificate Principal Balance."                           

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    Class M-4 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans     
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-4 Certificates.                                                     

Class M-4 Certificate: Any Certificate designated as a "Class M-4   
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

     Class M-4 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-4 Certificates.      

 Class M-4 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-4 Pass-Through Rate on 
the Class M-4 Certificate Principal Balance as of such Distribution Date plus   
the portion of any previous distributions on such Class in respect of Current   
Interest or Class M-4 Interest Carry Forward Amount that is recovered as a      
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class M-4 Certificates.    

     Class M-4 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-4 Current Interest with respect to     
prior Distribution Dates over (B) the amount actually distributed to the Class  
M-4 Certificates with respect to interest on such prior Distribution Dates and  
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class M-4 Pass-Through Rate for the related Accrual Period.                     

 Class M-4 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 0.800% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 1.200% per annum.             

    Class M-4 Pass-Through Rate: For the first Distribution Date, 4.870% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-4 Margin and (2) the Weighted Average Available Funds Cap for  
such Distribution Date.                                                         

     Class M-4 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount   
for such Distribution Date if the Class A Certificate Principal Balance, Class  
M-1 Certificate Principal Balance, Class M-2 Certificate Principal Balance and  
Class M-3 Certificate Principal Balance have been reduced to zero and a Stepdown
Trigger Event exists, or as long as a Stepdown Trigger Event does not exist, the
excess of (1) the sum of (A) the Class A Certificate Principal Balance (after   
taking into account distributions of the Class A Principal Distribution Amount  
on such Distribution Date), (B) the Class M-1 Certificate Principal Balance     
(after taking into account distributions of the Class M-1 Principal Distribution
Amount on such Distribution Date), (C) the Class M-2 Certificate Principal      
Balance (after taking into account distributions of the Class M-2 Principal     
Distribution Amount on such Distribution Date), (C) the Class M-3 Certificate   
Principal Balance (after taking into account distributions of the Class M-3     
Principal Distribution Amount on such Distribution Date) and (D) the Class M-4  
Certificate Principal Balance immediately prior to such Distribution Date over  
(2) the lesser of (A) 88.30% of the Stated Principal Balances of the Mortgage   
Loans as of the end of the immediately preceding Due Period and (B) the excess  
of the Stated Principal Balances for the Mortgage Loans as of the end of the    
immediately preceding Due Period over the Minimum Required Overcollateralization
Amount. Notwithstanding the foregoing, (I) on any Distribution Date prior to the
Stepdown Date on which the Certificate Principal Balance of each Class of Class 
A Certificates, the Class M-1 Certificates, the Class M-2 Certificates and the  
Class M-3 Certificates has been reduced to zero, the Class M-4 Principal        
Distribution Amount will equal the lesser of (x) the outstanding Certificate    
Principal Balance of the Class M-4 Certificates and (y) 100% of the Principal   

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Distribution Amount remaining after any distributions on such Class A, Class    
M-1, Class M-2 and Class M-3 Certificates and (II) in no event will the Class   
M-4 Principal Distribution Amount with respect to any Distribution Date exceed  
the Class M-4 Certificate Principal Balance.                                    

   Class M-4 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-4 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class M-4 Unpaid Realized Loss Amounts on 
all previous Distribution Dates and (y) all increases in the Certificate        
Principal Balance of such Class M-4 Certificates pursuant to the last sentence  
of the definition of "Certificate Principal Balance."                           

    Class M-5 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans     
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-5 Certificates.                                                     

Class M-5 Certificate: Any Certificate designated as a "Class M-5   
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

     Class M-5 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-5 Certificates.      

 Class M-5 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-5 Pass-Through Rate on 
the Class M-5 Certificate Principal Balance as of such Distribution Date plus   
the portion of any previous distributions on such Class in respect of Current   
Interest or Class M-5 Interest Carry Forward Amount that is recovered as a      
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class M-5 Certificates.    

     Class M-5 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-5 Current Interest with respect to     
prior Distribution Dates over (B) the amount actually distributed to the Class  
M-5 Certificates with respect to interest on such prior Distribution Dates and  
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class M-5 Pass-Through Rate for the related Accrual Period.                     

 Class M-5 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 1.300% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 1.950% per annum.             

    Class M-5 Pass-Through Rate: For the first Distribution Date, 5.370% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-5 Margin and (2) the Weighted Average Available Funds Cap for  
such Distribution Date.                                                         

     Class M-5 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount   
for such Distribution Date if the Class A Certificate Principal Balance, Class  
M-1 Certificate Principal Balance, Class M-2 Certificate Principal Balance,     
Class M-3 Certificate Principal Balance and Class M-4 Certificate Principal     
Balance have been reduced to zero and a Stepdown Trigger Event exists, or as    
long as a Stepdown Trigger Event does not exist, the excess of (1) the sum of   
(A) the Class A Certificate Principal Balance (after taking into account        
distributions of the Class A Principal Distribution Amount on such Distribution 
Date), (B) the Class M-1 Certificate Principal Balance (after taking into       
account distributions of the Class M-1 Principal Distribution Amount on such    
Distribution Date), (C) the Class M-2 Certificate Principal Balance (after      
taking into account distributions of the Class M-2 Principal Distribution Amount
on such Distribution                                                            

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Date), (D) the Class M-3 Certificate Principal Balance (after taking into       
account distributions of the Class M-3 Principal Distribution Amount on such    
Distribution Date), (E) the Class M-4 Certificate Principal Balance (after      
taking into account distributions of the Class M-4 Principal Distribution Amount
on such Distribution Date) and (F) the Class M-5 Certificate Principal Balance  
immediately prior to such Distribution Date over (2) the lesser of (A) 90.60% of
the Stated Principal Balances of the Mortgage Loans as of the end of the        
immediately preceding Due Period and (B) the excess of the Stated Principal     
Balances for the Mortgage Loans as of the end of the immediately preceding Due  
Period over the Minimum Required Overcollateralization Amount. Notwithstanding  
the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which 
the Certificate Principal Balance of each Class of Class A Certificates, the    
Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates  
an the Class M-4 Certificates has been reduced to zero, the Class M-5 Principal 
Distribution Amount will equal the lesser of (x) the outstanding Certificate    
Principal Balance of the Class M-5 Certificates and (y) 100% of the Principal   
Distribution Amount remaining after any distributions on such Class A, Class    
M-1, Class M-2, Class M-3 and Class M-4 Certificates and (II) in no event will  
the Class M-5 Principal Distribution Amount with respect to any Distribution    
Date exceed the Class M-5 Certificate Principal Balance.                        

   Class M-5 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-5 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class M-5 Unpaid Realized Loss Amounts on 
all previous Distribution Dates and (y) all increases in the Certificate        
Principal Balance of such Class M-5 Certificates pursuant to the last sentence  
of the definition of "Certificate Principal Balance."                           

    Class M-6 Applied Realized Loss Amount: As of any Distribution Date, the
sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans     
which have been applied to the reduction of the Certificate Principal Balance of
the Class M-6 Certificates.                                                     

Class M-6 Certificate: Any Certificate designated as a "Class M-6   
Certificate" on the face thereof, in the form of Exhibit A hereto, representing 
the right to distributions as set forth herein.                                 

     Class M-6 Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class M-6 Certificates.      

 Class M-6 Current Interest: As of any Distribution Date, the interest
accrued during the related Accrual Period at the Class M-6 Pass-Through Rate on 
the Class M-6 Certificate Principal Balance as of such Distribution Date plus   
the portion of any previous distributions on such Class in respect of Current   
Interest or Class M-6 Interest Carry Forward Amount that is recovered as a      
voidable preference by a trustee in bankruptcy, less any Non-Supported Interest 
Shortfall allocated on such Distribution Date to the Class M-6 Certificates.    

     Class M-6 Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class M-6 Current Interest with respect to     
prior Distribution Dates over (B) the amount actually distributed to the Class  
M-6 Certificates with respect to interest on such prior Distribution Dates and  
(2) interest on such excess (to the extent permitted by applicable law) at the  
Class M-6 Pass-Through Rate for the related Accrual Period.                     

 Class M-6 Margin: As of any Distribution Date up to and including the
Initial Optional Termination Date, 1.500% per annum and, as of any Distribution 
Date after the Initial Optional Termination Date, 2.250% per annum.             

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    Class M-6 Pass-Through Rate: For the first Distribution Date, 5.570% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class M-6 Margin and (2) the Weighted Average Available Funds Cap for  
such Distribution Date.                                                         

     Class M-6 Principal Distribution Amount: With respect to any Distribution
Date on or after the Stepdown Date, 100% of the Principal Distribution Amount   
for such Distribution Date if the Class A Certificate Principal Balance, Class  
M-1 Certificate Principal Balance, Class M-2 Certificate Principal Balance,     
Class M-3 Certificate Principal Balance, Class M-4 Certificate Principal Balance
and Class M-5 Certificate Principal Balance have been reduced to zero and a     
Stepdown Trigger Event exists, or as long as a Stepdown Trigger Event does not  
exist, the excess of (1) the sum of (A) the Class A Certificate Principal       
Balance (after taking into account distributions of the Class A Principal       
Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate   
Principal Balance (after taking into account distributions of the Class M-1     
Principal Distribution Amount on such Distribution Date), (C) the Class M-2     
Certificate Principal Balance (after taking into account distributions of the   
Class M-2 Principal Distribution Amount on such Distribution Date), (D) the     
Class M-3 Certificate Principal Balance (after taking into account distributions
of the Class M-3 Principal Distribution Amount on such Distribution Date), (E)  
the Class M-4 Certificate Principal Balance (after taking into account          
distributions of the Class M-4 Principal Distribution Amount on such            
Distribution Date), (F) the Class M-5 Certificate Principal Balance (after      
taking into account distributions of the Class M-5 Principal Distribution Amount
on such Distribution Date), and (G) the Class M-6 Certificate Principal Balance 
immediately prior to such Distribution Date over (2) the lesser of (A) 92.50% of
the Stated Principal Balances of the Mortgage Loans as of the end of the        
immediately preceding Due Period and (B) the excess of the Stated Principal     
Balances for the Mortgage Loans as of the end of the immediately preceding Due  
Period over the Minimum Required Overcollateralization Amount. Notwithstanding  
the foregoing, (I) on any Distribution Date prior to the Stepdown Date on which 
the Certificate Principal Balance of each Class of Class A Certificates, the    
Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, 
the Class M-4 Certificates and the Class M-5 Certificates has been reduced to   
zero, the Class M-6 Principal Distribution Amount will equal the lesser of (x)  
the outstanding Certificate Principal Balance of the Class M-6 Certificates and 
(y) 100% of the Principal Distribution Amount remaining after any distributions 
on such Class A, Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5       
Certificates and (II) in no event will the Class M-6 Principal Distribution     
Amount with respect to any Distribution Date exceed the Class M-6 Certificate   
Principal Balance.                                                              

   Class M-6 Unpaid Realized Loss Amount: As of any Distribution Date, the
excess of (1) the Class M-6 Applied Realized Loss Amount over (2) the sum of (x)
all distributions in reduction of the Class M-6 Unpaid Realized Loss Amounts on 
all previous Distribution Dates and (y) all increases in the Certificate        
Principal Balance of such Class M-6 Certificates pursuant to the last sentence  
of the definition of "Certificate Principal Balance."                           

    Class P Certificate: Any Certificate designated as a Class P Certificate
on the face thereof, executed by the Securities Administrator and authenticated 
by the Securities Administrator in substantially the form set forth in Exhibit  
A, representing the right to distributions as set forth herein.                 

   Class R Certificate: The Class R Certificate executed by the Securities
Administrator and authenticated by the Securities Administrator in substantially
the form set forth in Exhibit A.                                                

   Class R Certificate Principal Balance: As of any date of determination,
the aggregate Certificate Principal Balance of the Class R Certificate.         

Class R Current Interest: As of any Distribution Date, the interest 
accrued during the related Accrual Period at the Class R Pass-Through Rate on   
the Class R Certificate Principal Balance as of such                            

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Distribution Date plus the portion of any previous distributions on such Class  
in respect of Current Interest or a Class R Interest Carry Forward Amount that  
is recovered as a voidable preference by a trustee in bankruptcy, less any      
Non-Supported Interest Shortfall allocated on such Distribution Date to the     
Class R Certificate. For purposes of calculating interest, principal            
distributions on a Distribution Date will be deemed to have been made on the    
first day of the Accrual Period in which such Distribution Date occurs.         

   Class R Interest Carry Forward Amount: As of any Distribution Date, the
sum of (1) the excess of (A) the Class R Current Interest with respect to prior 
Distribution Dates over (B) the amount actually distributed to the Class R      
Certificate with respect to interest on such prior Distribution Dates and (2)   
interest on such excess (to the extent permitted by applicable law) at the Class
R Pass-Through Rate for the related Accrual Period.                             

Class R Margin: As of any Distribution Date up to and including the 
Initial Optional Termination Date for the Certificates, 0.250% per annum and, as
of any Distribution Date after the Initial Optional Termination Date, 0.500% per
annum.                                                                          

  Class R Pass-Through Rate: For the first Distribution Date, 4.320% per
annum. As of any Distribution Date thereafter, the lesser of (1) One-Month LIBOR
plus the Class R Margin and (2) the Class A-1 Available Funds Cap for such      
Distribution Date.                                                              

Closing Date: October 28, 2005.                                     

Code: The Internal Revenue Code of 1986, including any successor or 
amendatory provisions.                                                          

   Collection Account: The separate Eligible Account created and initially
maintained by the Servicer pursuant to Section 3.05(d) in the name of the       
Trustee for the benefit of the Certificateholders and designated "Litton Loan   
Servicing LP, as servicer for HSBC Bank USA, National Association, as trustee,  
in trust for registered holders of Ownit Mortgage Loan Trust, Mortgage Loan     
Asset-Backed Certificates, Series 2005-4." Funds in the Collection Account shall
be held in trust for the Certificateholders for the uses and purposes set forth 
in this Agreement.                                                              

Compensating Interest: With respect to any Mortgage Loan and any    
Distribution Date, an amount equal to the portion of any Prepayment Interest    
Shortfalls required to be deposited in the Collection Account by the Servicer   
pursuant to Section 4.02 hereof.                                                

      Condemnation Proceeds: All awards or settlements in respect of a Mortgaged
Property (or Underlying Mortgaged Property, in the case of a Co-op Loan),       
whether permanent or temporary, partial or entire, by exercise of the power of  
eminent domain or condemnation, to the extent not required to be released either
to a Mortgagor in accordance with the terms of the related mortgage loan        
documents or to the holder of a senior lien on the Mortgaged Property (or       
Underlying Mortgaged Property, in the case of a Co-op Loan).                    

  Co-op Lease: With respect to a Co-op Loan, the lease with respect to a
dwelling unit occupied by the Mortgagor and relating to the stock allocated to  
the related dwelling unit.                                                      

     Co-op Loan: A Mortgage Loan secured by the pledge of stock allocated to a
dwelling unit in a residential cooperative housing corporation and a collateral 
assignment of the related Co-op Lease.                                          

     Corresponding Certificates: With respect to the Class LTA-1 Interest, the
Class A-1 and Class R Certificates. With respect to the Class LTA-2A1 Interest, 
the Class A-2A1 Certificates. With respect to                                   

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the Class LTA-2A2 Interest, the Class A-2A2 Certificates. With respect to the   
Class LTA-2B Interest, the Class A-2B Certificates. With respect to the Class   
LTA-3 Interest, the Class A-3 Certificates. With respect to the Class LTM-1     
Interest, the Class M-1 Certificates. With respect to the Class LTM-2 Interest, 
the Class M-2 Certificates. With respect to the Class LTM-3 Interest, the Class 
M-3 Certificates. With respect to the Class LTM-4 Interest, the Class M-4       
Certificates. With respect to the Class LTM-5 Interest, the Class M-5           
Certificates. With respect to the Class LTM-6 Interest, the Class M-6           
Certificates. With respect to the Class LTB-1A Interest, the Class B-1A         
Certificates. With respect to the Class LTB-1B Interest, the Class B-1B         
Certificates. With respect to the Class LTB-2A Interest, the Class B-2A With    
respect to the Class LTB-2B Interest, the Class B-2B Certificates. With respect 
to the Class LTB-3A Interest, the Class B-3A Certificates. With respect to the  
Class LTB-3B Interest, the Class B-3B Certificates. With respect to the Class   
LTB-4A Interest, the Class B-4A Certificates. With respect to the Class LTB-4B  
Interest, the Class B-4B Certificates.                                          

    Current Interest: Any of the Class A-1 Current Interest, the Class A-2A1
Current Interest, the Class A-2A2 Current Interest, the Class A-2B Current      
Interest, the Class A-3 Current Interest, the Class R Current Interest, the     
Class M-1 Current Interest, the Class M-2 Current Interest, the Class M-3       
Current Interest, the Class M-4 Current Interest, the Class M-5 Current         
Interest, the Class M-6 Current Interest, the Class B-1A Current Interest, the  
Class B-1B Current Interest, the Class B-2A Current Interest, the Class B-2B    
Current Interest, the Class B-3A Current Interest, the Class B-3B Current       
Interest, the Class B-4A Current Interest, the Class B-4B Current Interest and  
the Class C Current Interest.                                                   

Custodian: Wells Fargo Bank, N.A., on behalf of HSBC as Trustee.    

Cut-off Date: October 1, 2005.                                      

Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid 
principal balance thereof as of the close of business on the calendar day       
immediately preceding the Cut-off Date after application of all payments of     
principal due on or prior to the Cut-off Date, whether or not received, and all 
Principal Prepayments received prior to the Cut-off Date, but without giving    
effect to any installments of principal received in respect of Due Dates after  
the Cut-off Date.                                                               

Definitive Certificates: As defined in Section 5.06.                

  Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a
Replacement Mortgage Loan.                                                      

     Delinquent: A Mortgage Loan is "delinquent" if any payment due thereon is
not made pursuant to the terms of such Mortgage Loan by the close of business on
the day such payment is scheduled to be due. A Mortgage Loan is "30 days        
delinquent" if such payment has not been received by the close of business on   
the corresponding day of the month immediately succeeding the month in which    
such payment was due, or, if there is no such corresponding day (e.g., as when a
30-day month follows a 31-day month in which a payment was due on the 31st day  
of such month), then on the last day of such immediately succeeding month.      
Similarly for "60 days delinquent," "90 days delinquent" and so on.             

   Denomination: With respect to each Certificate, the amount set forth on
the face thereof as the "Initial Principal Balance of this Certificate."        

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

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    Depository: The initial Depository shall be The Depository Trust Company
("DTC"), the nominee of which 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 Agreement: With respect to Classes of Book-Entry Certificates,
the agreement between the Securities Administrator and the initial Depository.  

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.   

    Designated Transaction: A transaction in which the assets underlying the
Certificates consist of single-family residential, multi-family residential,    
home equity, manufactured housing and/or commercial mortgage obligations that   
are secured by single-family residential, multi-family residential, commercial  
real property or leasehold interests therein.                                   

      Determination Date: With respect to any Distribution Date, the 15th day of
the month of such Distribution Date or, if such 15th day is not a Business Day, 
the immediately preceding Business Day.                                         

    Disqualified Organization: (1) 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, (2) any organization     
(other than a cooperative described in Section 521 of the Code) which is exempt 
from tax under Chapter 1 of Subtitle A of the Code unless such organization is  
subject to the tax imposed by Section 511 of the Code and (3) any organization  
described in Section 1381(a)(2)(C) of the Code.                                 

   Distribution Date: The 25th day of each calendar month, or if such 25th
day is not a Business Day, the next succeeding Business Day, commencing in      
November 2005.                                                                  

      Due Date: With respect to any Distribution Date and any Mortgage Loan, the
day during the related Due Period on which a Scheduled Payment is due.          

      Due Period: With respect to any Distribution Date, the period beginning on
the second day of the calendar month preceding the calendar month in which such 
Distribution Date occurs and ending on the first day of the month in which such 
Distribution Date occurs.                                                       

 Eligible Account: An account that is (i) maintained with a depository
institution the long-term unsecured debt obligations of which are rated by each 
Rating Agency in one of its two highest rating categories, or (ii) maintained   
with the corporate trust department of a bank which (A) has a rating of at least
Baa3 or P-3 by Moody's and (B) is either the Depositor or the corporate trust   
department of a national bank or banking corporation which has a rating of at   
least A-1 by S&P or F1 by Fitch, or (iii) an account or accounts the deposits in
which are fully insured by the FDIC, or (iv) an account or accounts, acceptable 
to each Rating Agency without reduction or withdrawal of the rating of any Class
of Certificates, as evidenced in writing, by a depository institution in which  
such accounts are insured by the FDIC (to the limit established by the FDIC),   
the uninsured deposits in which accounts are otherwise secured such that, as    
evidenced by an Opinion of Counsel delivered to and acceptable to the Securities
Administrator, the Trustee and each Rating Agency, the Certificateholders have a
claim with respect to the funds in such account and a perfected first security  
interest against any collateral (which shall be limited to Permitted            
Investments) securing such funds that is superior to claims of any other        
depositors or                                                                   

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creditors of the depository institution with which such account is maintained,  
or (v) maintained at an eligible institution whose commercial paper, short-term 
debt or other short-term deposits are rated at least A-1+ by S&P and F-1+ by    
Fitch, or (vi) maintained with a federal or state chartered depository          
institution the deposits in which are insured by the FDIC to the applicable     
limits and the short-term unsecured debt obligations of which (or, in the case  
of a depository institution that is a subsidiary of a holding company, the      
short-term unsecured debt obligations of such holding company) are rated A-1 by 
S&P or Prime-1 by Moody's at the time any deposits are held on deposit therein, 
or (vii) otherwise acceptable to each Rating Agency, as evidenced by a letter   
from each Rating Agency to the Securities Administrator and the Trustee.        

     ERISA: The Employee Retirement Income Security Act of 1974, including any
successor or amendatory provisions.                                             

ERISA-Qualifying Underwriting: A best efforts or firm commitment    
underwriting or private placement that would satisfy the requirements of        
Prohibited Transaction Exemption 90-29, Exemption Application No. D-8012, 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.                                                                       

ERISA Restricted Certificates: The Class B-4, Class C and Class P   
Certificates and any other Certificate, as long as the acquisition and holding  
of such Certificate is not covered by and exempt under the Underwriter's        
exemption.                                                                      

Event of Default: As defined in Section 7.01 hereof.                

     Excess Interest: On any Distribution Date, for each Class of the Class A,
Class M and Class B Certificates, the excess, if any, of (1) the amount of      
interest such Class of Certificates is entitled to receive on such Distribution 
Date over (2) the amount of interest such Class of Certificates would have been 
entitled to receive on such Distribution Date at an interest rate equal to the  
REMIC Pass-Through Rate.                                                        

 Excess Proceeds: With respect to any Liquidated Loan, any Liquidation
Proceeds that are in excess of the sum of (1) the unpaid principal balance of   
such Liquidated Loan as of the date of such liquidation plus (2) interest at the
Mortgage Rate from the Due Date as to which interest was last paid or advanced  
to Certificateholders (and not reimbursed to the Servicer) up to the Due Date in
the month in which such Liquidation Proceeds are required to be distributed on  
the unpaid principal balance of such Liquidated Loan outstanding during each Due
Period as to which such interest was not paid or advanced.                      

Exchange Act: The Securities Exchange Act of 1934, as amended.      

 Extra Principal Distribution Amount: With respect to any Distribution
Date, (1) prior to the Stepdown Date, the excess of (A) the sum of (i) the      
Aggregate Certificate Principal Balance immediately preceding such Distribution 
Date reduced by the Principal Funds with respect to such Distribution Date and  
(ii) $4,760,527 and over (B) the aggregate Stated Principal Balance of the      
Mortgage Loans as of such Distribution Date and (2) on and after the Stepdown   
Date, (A) the sum of (x) the Aggregate Certificate Principal Balance immediately
preceding such Distribution Date, reduced by the Principal Funds with respect to
such Distribution Date and (y) the greater of (a) 1.10% of the aggregate Stated 
Principal Balance of the Mortgage Loans and (b) the Minimum Required            
Overcollateralization Amount less (B) the aggregate Stated Principal Balance of 
the Mortgage Loans as of such Distribution Date; provided, however, that if on  
any Distribution Date a Stepdown Trigger Event is in effect, the Extra Principal

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Distribution Amount will not be reduced to the applicable percentage of the     
then-current aggregate Stated Principal Balance of the Mortgage Loans (and will 
remain fixed at the applicable percentage of the aggregate Stated Principal     
Balance of the Mortgage Loans as of the Due Date immediately prior to the       
Stepdown Trigger Event) until the next Distribution Date on which the Stepdown  
Trigger Event is not in effect.                                                 

Fannie Mae: A federally chartered and privately owned corporation   
organized and existing under the Federal National Mortgage Association Charter  
Act, or any successor thereto.                                                  

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

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

     Fixed Rate Mortgage Loan: A Mortgage Loan identified in the Mortgage Loan
Schedule as having a Mortgage Rate which is fixed.                              

     Floating Rate Certificate Carryover: With respect to a Distribution Date,
in the event that the Pass-Through Rate for a class of Class A, Class M or Class
B Certificates is based upon the related Available Funds Cap, the excess of (1) 
the amount of interest that such Class would have been entitled to receive on   
such Distribution Date had the Pass-Through Rate for that Class not been        
calculated based on the related Available Funds Cap, up to but not exceeding    
greater of (x) the related Maximum Rate Cap or (y) the sum of (i) the related   
Available Funds Cap and (ii) the product of (A) a fraction, the numerator of    
which is 360 and the denominator of which is the actual number of days in the   
related Accrual Period and (B) the quotient obtained by dividing (I) an amount  
equal to the proceeds, if any, payable under the related Cap Contract with      
respect to such Distribution Date by (II) the aggregate Certificate Principal   
Balance of each of the Classes of Certificates to which such Cap Contract       
relates for such Distribution Date over (2) the amount of interest such class   
was entitled to receive on such Distribution Date based on the related Available
Funds Cap, together with (i) the unpaid portion of any such excess from prior   
Distribution Dates (and interest accrued thereon at the then applicable         
Pass-Through Rate, without giving effect to the applicable Available Funds Cap) 
and (ii) any amount previously distributed with respect to Floating Rate        
Certificate Carryover for such class that is recovered as a voidable preference 
by a trustee in bankruptcy.                                                     

     Freddie Mac: A corporate instrumentality of the United States created and
existing under Title III of the Emergency Home Finance Act of 1970, as amended, 
or any successor thereto.                                                       

Grantor Trusts: The grantor trusts described in Section 2.07 hereof.

   Gross Margin: The percentage set forth in the related Mortgage Note for
each of the Adjustable Rate Mortgage Loans which is to be added to the          
applicable index for use in determining the Mortgage Rate on each Adjustment    
Date, and which is set forth in the Mortgage Loan Schedule for each Adjustable  
Rate Mortgage Loan.                                                             

    Group One: The portion of the Mortgage Pool identified as "Group One" in
the Prospectus Supplement.                                                      

    Group One Mortgage Loan: Any Mortgage Loan at any time identified in the
Group One Mortgage Loan Schedule attached hereto as Exhibit B-2.                

     Group One Principal Distribution Amount: As of any Distribution Date, the
amount equal to the lesser of (i) the aggregate Certificate Principal Balance of
the Class A-1 and Class R Certificates and (ii)                                 

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the product of (x) the Group One Principal Distribution Percentage and (y) the  
Class A Principal Distribution Amount; provided, however, that with respect to  
any Distribution Date on which the Class A-1 and Class R Certificates are       
outstanding and the Certificate Principal Balance of the Class A-2 Certificates 
has been reduced to zero, the Group One Principal Distribution Amount will equal
the Class A Principal Distribution Amount.                                      

Group One Principal Distribution Percentage: With respect to any    
Distribution Date, a fraction expressed as a percentage, the numerator of which 
is the amount of Principal Funds received with respect to Mortgage Loans in     
Group One and the denominator of which is the amount of Principal Funds received
from all of the Mortgage Loans in the mortgage pool.                            

    Group Two: The portion of the Mortgage Pool identified as "Group Two" in
the Prospectus Supplement.                                                      

    Group Two Mortgage Loan: Any Mortgage Loan at any time identified in the
Group Two Mortgage Loan Schedule attached hereto as Exhibit B-3.                

     Group Two Principal Distribution Amount: As of any Distribution Date, the
amount equal to the lesser of (i) the aggregate Certificate Principal Balance of
the Class A-2 Certificates and (ii) the product of (x) the Group Two Principal  
Distribution Percentage and (y) the Class A Principal Distribution Amount;      
provided, however, that with respect to any Distribution Date on which the Class
A-2 Certificates are outstanding and the Certificate Principal Balances of the  
Class A-1 and Class R Certificates have been reduced to zero, the Group Two     
Principal Distribution Amount will equal the Class A Principal Distribution     
Amount.                                                                         

Group Two Principal Distribution Percentage: With respect to any    
Distribution Date, a fraction expressed as a percentage, the numerator of which 
is the amount of Principal Funds received with respect to Mortgage Loans in     
Group Two and the denominator of which is the amount of Principal Funds received
from all of the Mortgage Loans in the mortgage pool.                            

   Indenture: An indenture relating to the issuance of notes guaranteed by
the NIMs Insurer.                                                               

 Initial Adjustment Date: As to any Adjustable Rate Mortgage Loan, the
first Adjustment Date following the origination of such Mortgage Loan.          

   Initial Certificate Principal Balance: With respect to any Certificate,
the Certificate Principal Balance of such Certificate or any predecessor        
Certificate on the Closing Date as set forth in Section 5.01 hereof.            

 Initial Mortgage Rate: As to each Mortgage Loan, the Mortgage Rate in
effect prior to the Initial Adjustment Date.                                    

   Initial Optional Termination Date: The first Distribution Date on which
the aggregate Stated Principal Balance of the Mortgage Loans (or if such        
Mortgage Loan is an REO Property, the fair market value of such REO Property) is
equal to or less than 10% of the aggregate Stated Principal Balance of the      
Mortgage Loans as of the Cut-off Date.                                          

Insurance Policy: With respect to any Mortgage Loan or the related  
Mortgaged Property (or the related Underlying Mortgaged Property, in the case of
a Co-op Loan) included in the Trust Fund, any insurance policy, including all   
riders and endorsements thereto in effect with respect to such Mortgage         

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Loan or Mortgaged Property (or related Underlying Mortgage Property, in the case
of a Co-op Loan), including any replacement policy or policies for any insurance
policies.                                                                       

  Insurance Proceeds: Proceeds paid in respect of a Mortgage Loan or the
related Mortgaged Property (or the related Underlying Mortgaged Property, in the
case of a Co-op Loan) pursuant to any Insurance Policy or any other insurance   
policy covering such Mortgage Loan or Mortgaged Property (or Underlying         
Mortgaged Property, in the case of a Co-op Loan), to the extent such proceeds   
are payable to the mortgagee under the Mortgage, the Servicer or the trustee    
under the deed of trust and are not applied to the restoration of the related   
Mortgaged Property (or the related Underlying Mortgaged Property, in the case of
a Co-op Loan) or released either to the Mortgagor or to the holder of a senior  
lien on the related Mortgaged Property (or the related Underlying Mortgaged     
Property in the case of a Co-op Loan) in accordance with the procedures that the
Servicer would follow in servicing mortgage loans held for its own account, in  
each case other than any amount included in such Insurance Proceeds in respect  
of Insured Expenses.                                                            

  Insured Expenses: Expenses covered by an Insurance Policy or any other
insurance policy with respect to a Mortgage Loan or the related Mortgaged       
Property (or the related Underlying Mortgaged Property, in the case of a Co-op  
Loan).                                                                          

      Interest Carry Forward Amount: Any of the Class A-1 Interest Carry Forward
Amount, the Class A-2A1 Interest Carry Forward Amount, the Class A-2A2 Interest 
Carry Forward Amount, the Class A-2B Interest Carry Forward Amount, the Class   
A-3 Interest Carry Forward Amount, the Class R Interest Carry Forward Amount,   
the Class M-1 Interest Carry Forward Amount, the Class M-2 Interest Carry       
Forward Amount, the Class M-3 Interest Carry Forward Amount, the Class M-4      
Interest Carry Forward Amount, the Class M-5 Interest Carry Forward Amount, the 
Class M-6 Interest Carry Forward Amount, the Class B-1A Interest Carry Forward  
Amount, the Class B-1B Interest Carry Forward Amount, the Class B-2A Interest   
Carry Forward Amount, the Class B-2B Interest Carry Forward Amount, the Class   
B-3A Interest Carry Forward Amount, the Class B-3B Interest Carry Forward       
Amount, the Class B-4A Interest Carry Forward Amount, the Class B-4B Interest   
Carry Forward Amount or the Class C Interest Carry Forward Amount, as the case  
may be.                                                                         

      Interest Determination Date: With respect to the Certificates, (i) for any
Accrual Period other than the first Accrual Period, the second LIBOR Business   
Day preceding the commencement of such Accrual Period and (ii) for the first    
Accrual Period, October 26, 2005.                                               

   Interest Funds: With respect to any Distribution Date, the sum, without
duplication, of (1) all scheduled interest due during the related Due Period and
received before the related Servicer Remittance Date or advanced on or before   
the related Servicer Remittance Date less the Servicing Fee and the Securities  
Administrator Fee, (2) all Advances relating to interest with respect to the    
Mortgage Loans and such Distribution Date, (3) all Compensating Interest with   
respect to the Mortgage Loans and such Distribution Date, (4) Liquidation       
Proceeds with respect to the Mortgage Loans (to the extent such Liquidation     
Proceeds relate to interest) collected during the related Prepayment Period, (5)
all proceeds of any purchase pursuant to Section 2.02 or 2.03 during the related
Prepayment Period or pursuant to Section 9.01 not later than the related        
Determination Date (to the extent that such proceeds relate to interest) less   
the Servicing Fee and the Securities Administrator Fee and (6) all Prepayment   
Charges received with respect to the Mortgage Loans during the related          
Prepayment Period less (A) all Non-Recoverable Advances relating to interest and
(B) other amounts reimbursable to the Servicer, the Master Servicer, the        
Securities Administrator and the Trustee pursuant to this Agreement.            

    Latest Possible Maturity Date: The latest maturity date for any Mortgage
Loan in the Trust Fund plus one year.                                           

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

Liquidated Loan: With respect to any Distribution Date, a defaulted 
Mortgage Loan that either (a) pursuant to Section 3.12 has been realized upon or
liquidated through deed-in-lieu of foreclosure, foreclosure sale, trustee's sale
or other realization as provided by applicable law governing the real property  
subject to the related Mortgage and any security agreements and as to which the 
Servicer has certified (in accordance with Section 3.12) in the related         
Prepayment Period that it has received all amounts it expects to receive in     
connection with such liquidation or (b) as to which is not a first lien Mortgage
Loan and is delinquent 180 days or longer, the Servicer has certified in a      
certificate of an officer of the Servicer delivered to the Depositor and the    
Trustee that it does not believe that there is a reasonable likelihood that any 
further net proceeds will be received or recovered with respect to such Mortgage
Loan.                                                                           

     Liquidation Proceeds: Amounts, including Condemnation Proceeds, Insurance
Proceeds, received in connection with the partial or complete liquidation of a  
Mortgage Loan, whether through trustee's sale, foreclosure sale, sale by the    
Servicer pursuant to this Agreement or otherwise or amounts received in         
connection with any condemnation or partial release of a Mortgaged Property and 
any other proceeds received in connection with the final sale of a related REO  
Property, less the sum of related unreimbursed Advances, Servicing Fees,        
Servicing Advances and any other expenses related to such Mortgage Loan.        

 Loan-to-Value Ratio: With respect to any Mortgage Loan, the fraction,
expressed as a percentage, the numerator of which is the original principal     
balance of the related Mortgage Loan and the denominator of which is the lesser 
of (X) the Appraised Value of the related Mortgaged Property (or applicable     
dwelling unit, in the case of a Co-op Loan) and (Y) the sales price of the      
related Mortgaged Property (or applicable dwelling unit, in the case of a Co-op 
Loan) at the time of origination.                                               

      Losses: Any losses, claims, damages, liabilities or expenses collectively.

   Lower Tier REMIC: As described in the Preliminary Statement and Section
2.07.                                                                           

   Lower Tier REMIC Interests: Each of the Class LTA-1 Interest, the Class
LTA-2A1 Interest, the Class LTA-2A2 Interest, the Class LTA-2B Interest, the    
Class LTA-3 Interest, the Class LTM-1 Interest, the Class LTM-2 Interest, the   
Class LTM-3 Interest, the Class LTM-4 Interest, the Class LTM-5 Interest, the   
Class LTM-6 Interest, the Class LTB-1A Interest, the Class LTB-1B Interest, the 
Class LTB-2A Interest, the Class LTB-2B Interest, the Class LTB-3A Interest, the
Class LTB-3B Interest, the Class LTB-4A Interest, the Class LTB-4B Interest, the
Class LTIX Interest, the Class LTIIX Interest, the Class LTII1A Interest, the   
Class LTII1B Interest, the Class LTII2A Interest, the Class LTII2B Interest and 
the Class LTR Interest.                                                         

  Lower Tier REMIC I Marker Interests: Each of the classes of Lower Tier
REMIC Regular Interests other than the Class LTIX Interest, the Class LTIIX     
Interest, the Class LTII1A Interest, the Class LTII1B Interest, the Class LTII2A
Interest, the Class LTII2B Interest.                                            

    Lower Tier REMIC II Marker Interests: Each of the Class LTII1A Interest,
the Class LTII1B Interest, the Class LTII2A Interest and the Class LTII2B       
Interest.                                                                       

      Lower Tier REMIC Regular Interests: Each of the Lower Tier REMIC Interests
other than the Class LTR Interest.                                              

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Lower Tier REMIC Subordinated Balance Ratio: The ratio of (i) the   
principal balance of the Class LTII1A Interest to (ii) the principal balance of 
the Class LTII2A Interest that is equal to the ratio of (i) the excess of (A)   
the aggregate Stated Principal Balance of Group One over (B) the current        
Certificate Principal Balance of the Class A-1 and Class R Certificates to (ii) 
the excess of (A) the aggregate Stated Principal Balance of Group Two over (B)  
the current Certificate Principal Balance of the Class A-2 Certificates.        

    Master Servicer: Wells Fargo Bank, N.A., a national banking association,
or any successor in interest.                                                   

      Maximum Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan,
the maximum rate of interest set forth as such in the related Mortgage Note and 
with respect to each Fixed Rate Mortgage Loan, the rate of interest set forth in
the related Mortgage Note.                                                      

  Maximum Rate Cap: Any of the Class A-1 Maximum Rate Cap, the Class A-2
Maximum Rate Cap or the Weighted Average Maximum Rate Cap.                      

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

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

     MERS System: The system of recording transfers of mortgage electronically
maintained by MERS.                                                             

MIN: The loan number for any MERS Loan.                             

      Minimum Mortgage Rate: With respect to each Adjustable Rate Mortgage Loan,
the minimum rate of interest set forth as such in the related Mortgage Note.    

 Minimum Required Overcollateralization Amount: An amount equal to the
product of (x) 0.50% and (y) the Stated Principal Balance of the Mortgage Loans 
as of the Cut-off Date.                                                         

MOM Loan: Any Mortgage Loan as to which MERS is acting as mortgagee,
solely as nominee for the originator of such Mortgage Loan and its successors   
and assigns.                                                                    

   Monthly Excess Interest Amount: With respect to each Distribution Date,
the amount, if any, by which the Interest Funds for such Distribution Date      
exceeds the aggregate amount distributed on such Distribution Date pursuant to  
Section 4.04(b) (other than the last clause thereof).                           

Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.05.                                                       

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

   Mortgage: With respect to a Mortgage Loan that is not a Co-op Loan, the
mortgage, deed of trust or other instrument with all riders attached thereto    
creating a first or second lien or a first or second priority ownership interest
in an estate in fee simple in real property securing a Mortgage Note. With      
respect to a Co-op Loan, the security agreement with all riders attached thereto
creating a security interest in the stock allocated to a dwelling unit in a     
residential cooperative housing corporation and pledged to secure such Co-op    
Loan and the related Co-op Lease.                                               

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

Mortgage Group: Either of Group One or Group Two.                   

      Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to the provisions hereof as from time to time are held as a    
part of the Trust Fund (including any REO Properties the mortgage loans so held 
being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or  
other acquisition of title of the related Mortgaged Property. Any mortgage loan 
that was intended by the parties hereto to be transferred to the Trust Fund as  
indicated by such Mortgage Loan Schedule which is in fact not so transferred for
any reason shall continue to be a Mortgage Loan hereunder until the Purchase    
Price with respect thereto has been paid to the Trust Fund.                     

    Mortgage Loan Schedule: The list of Mortgage Loans (as from time to time
amended by the Trustee to reflect the deletion of Deleted Mortgage Loans and the
addition of Replacement Mortgage Loans pursuant to the provisions of this       
Agreement transferred to the Trustee as part of the Trust Fund and from time to 
time subject to this Agreement, attached hereto as Exhibits B-1, B-2 and B-3,   
setting forth the following information with respect to each Mortgage Loan:     

(i) the loan number;                                    

(ii) borrower name and address;                         

 (iii) the unpaid principal balance of the Mortgage Loans;

(iv) the Initial Mortgage Rate;                         

      (v) the original maturity date and the months remaining before
maturity date;                                                      

(vi) the original principal balance;                    

(vii) the Cut-off Date Principal Balance;               

(viii) the first payment due date of the Mortgage Loan; 

(ix) the Loan-to-Value Ratio at origination;            

          (x) a code indicating whether the residential dwelling at the time
of origination was represented to be owner-occupied;                

(xi) a code indicating the property type;               

 (xii) with respect to each Adjustable Rate Mortgage Loan;

(A) the frequency of each Adjustment Date;  

(B) the next Adjustment Date;               

(C) the Maximum Mortgage Rate;              

(D) the Minimum Mortgage Rate;              

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 (E) the Mortgage Rate as of the Cut-off Date;

(F) the related Periodic Rate Cap;          

(G) the Gross Margin;                       

(H) the lifetime rate cap;                  

        (xiii) location of the related Mortgaged Property (or Underlying
Mortgaged Property, in the case of a Co-op Loan);                   

         (xiv) a code indicating whether a Prepayment Charge is applicable
and, if so, the term of such Prepayment Charge;                     

(xv) the Credit Score and date obtained; and            

(xvi) the MIN.                                          

Mortgage Note: The original executed note or other evidence of      
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan   
and all amendments, modifications and attachments thereto with all riders       
attached thereto.                                                               

Mortgage Pool: The aggregate of the Mortgage Loans identified in the
Mortgage Loan Schedule.                                                         

 Mortgaged Property: The underlying property securing a Mortgage Loan.

    Mortgage Rate: The annual rate of interest borne by a Mortgage Note from
time to time.                                                                   

Mortgagor: The obligor on a Mortgage Note.                          

 Net Mortgage Rate: As to each Mortgage Loan, and at any time, the per
annum rate equal to the then current Mortgage Rate less the Servicing Fee Rate  
and the Securities Administrator Fee Rate.                                      

   Net Rate: With respect to any Distribution Date, the product of (x) the
weighted average Net Mortgage Rate for the Mortgage Loans calculated based on   
the respective Net Mortgage Rates and the Stated Principal Balances of such     
Mortgage Loans as of the preceding Distribution Date (or, in the case of the    
first Distribution Date, as of the Cut-off Date) and (y) a fraction, the        
numerator of which is 30 and the denominator of which is the actual number of   
days in the related Accrual Period.                                             

NIM Notes: The notes to be issued pursuant to the Indenture.        

NIMs Insurer: Any of the one or more insurers, if any, that is      
guaranteeing certain payments under any NIM Notes; provided, that upon the      
payment in full of the NIM Notes, all rights of the NIMs Insurer hereunder shall
terminate.                                                                      

NIMs Insurer Default: As defined in Section 10.12.                  

 Non-Recoverable Advance: Any portion of an Advance previously made or
proposed to be made by the Servicer that, in the good faith judgment of the     
Servicer, will not or, in the case of a current delinquency, would not, be      
ultimately recoverable by the Servicer from the related Mortgagor, related      
Liquidation Proceeds or otherwise with respect to the related Mortgage Loan.    

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 Non-Recoverable Servicing Advance: Any portion of a Servicing Advance
previously made or proposed to be made by the Servicer that, in the good faith  
judgment of the Servicer, will not or, in the case of a current Servicing       
Advance, would not, be ultimately recoverable by the Servicer from the related  
Mortgagor, related Liquidation Proceeds or otherwise with respect to the related
Mortgage Loan.                                                                  

Non-Supported Interest Shortfall: As defined in Section 4.02.       

  Officer's Certificate: A certificate (1) signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a vice president (however 
denominated), an Assistant Vice President, the Treasurer, the Secretary, or one 
of the assistant treasurers or assistant secretaries of the Depositor, the      
Master Servicer, the Servicer or the Securities Administrator (or any other     
officer customarily performing functions similar to those performed by any of   
the above designated officers and also to whom, with respect to a particular    
matter, such matter is referred because of such officer's knowledge of and      
familiarity with a particular subject) or (2), if provided for in this          
Agreement, signed by a Servicing Officer, as the case may be, and delivered to  
the Depositor, the Master Servicer, the Servicer, the Securities Administrator  
or the Trustee, as the case may be, as required by this Agreement.              

    One-Month LIBOR: With respect to any Accrual Period, the rate determined
by the Securities Administrator on the related Interest Determination Date on   
the basis of (a) the offered rates for one-month United States dollar deposits, 
as such rates appear on Telerate page 3750, as of 11:00 a.m. (London time) on   
such Interest Determination Date or (b) if such rate does not appear on Telerate
Page 3750 as of 11:00 a.m. (London time), the offered rates of the Reference    
Banks for one-month United States dollar deposits, as such rates appear on the  
Reuters Screen LIBO Page, as of 11:00 a.m. (London time) on such Interest       
Determination Date. If One-Month LIBOR is determined pursuant to clause (b)     
above, on each Interest Determination Date, One-Month LIBOR for the related     
Accrual Period will be established by the Securities Administrator as follows:  

        (i) If on such Interest Determination Date two or more Reference
  Banks provide such offered quotations, One-Month LIBOR for the related
  Accrual Period shall be the arithmetic mean of such offered quotations
     (rounded upwards if necessary to the nearest whole multiple of 0.03125%).

            (ii) If on such Interest Determination Date fewer than two Reference
  Banks provide such offered quotations, One-Month LIBOR for the related
      Accrual Period shall be the higher of (i) One-Month LIBOR as determined on
  the previous Interest Determination Date and (ii) the Reserve Interest
Rate.                                                               

    Opinion of Counsel: A written opinion of counsel, who may be counsel for
the Depositor, the Master Servicer, the Servicer or the Securities              
Administrator, reasonably acceptable to each addressee of such opinion;         
provided, however, that with respect to Section 6.04 or 10.01, or the           
interpretation or application of the REMIC Provisions, such counsel must (1) in 
fact be independent of the Depositor, the Master Servicer, the Servicer or the  
Securities Administrator, (2) not have any direct financial interest in the     
Depositor, the Master Servicer, the Servicer or the Securities Administrator or 
in any affiliate of any such party and (3) not be connected with the Depositor, 
the Master Servicer, the Servicer or the Securities Administrator as an officer,
employee, promoter, underwriter, trustee, partner, director or person performing
similar functions.                                                              

      Optional Termination: The termination of the Trust Fund hereunder pursuant
to clause (b) of Section 9.01 hereof.                                           

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Optional Termination Amount: The amount received by the Securities  
Administrator in connection with any purchase of all of the Mortgage Loans and  
REO Properties pursuant to Section 9.01(b).                                     

Optional Termination Price: On any date after the Initial Optional  
Termination Date an amount equal to the sum of (i) the then aggregate           
outstanding Stated Principal Balance of the Mortgage Loans (or, if such Mortgage
Loan is an REO Property, the fair market value of such REO Property) plus       
accrued interest thereon at the applicable Mortgage Rate through the Due Date in
the month in which the Optional Termination Price is to be distributed to the   
Certificateholders; (ii) any unreimbursed out-of-pocket costs and expenses owed 
to the Trustee, the Master Servicer, the Securities Administrator or the        
Servicer, any unpaid or unreimbursed Servicing Fees, Securities Administrator   
Fees and all unreimbursed Advances and Servicing Advances, in each case incurred
by such party in the performance of its obligations and (iii) any unreimbursed  
costs, penalties and/or damages incurred by the Trust Fund in connection with   
any violation relating to any of the Mortgage Loans of any predatory or abusive 
lending law.                                                                    

OTS: The Office of Thrift Supervision.                              

Outstanding: With respect to the Certificates as of any date of     
determination, all Certificates theretofore executed and authenticated under    
this Agreement except: (1) Certificates theretofore canceled by the Securities  
Administrator or delivered to the Securities Administrator for cancellation; and
(2) Certificates in exchange for which or in lieu of which other Certificates   
have been executed by the Securities Administrator and delivered by the         
Securities Administrator pursuant to this Agreement.                            

   Outstanding Mortgage Loan: As of any Distribution Date, a Mortgage Loan
with a Stated Principal Balance greater than zero that was not the subject of a 
Principal Prepayment in full, and that did not become a Liquidated Loan, prior  
to the end of the related Due Period.                                           

     Overcollateralization Amount: As of any date of determination, the excess
of (1) the sum of (x) the Stated Principal Balance of the Mortgage Loans over   
(2) the Certificate Principal Balance of the Certificates (other than the Class 
P Certificates and the Class C Certificates).                                   

     Ownership Interest: As to any Certificate, any ownership 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.    

  Ownit: Ownit Mortgage Solutions Inc., a California corporation, or its
successor in interest.                                                          

Pass-Through Rate: With respect to any Class of Certificates, the   
corresponding Pass-Through Rate for such Class of Certificates.                 

Percentage Interest: With respect to:                               

          (i) any Class, the percentage interest in the undivided beneficial
  ownership interest evidenced by such Class which shall be equal to the
Certificate Principal Balance of such Class divided by the aggregate
Certificate Principal Balance of all Classes; and                   

          (ii) any Certificate, the Percentage Interest evidenced thereby of
 the related Class shall equal the percentage obtained by dividing the
     Denomination of such Certificate by the aggregate of the Denominations of
  all Certificates of such Class; except that in the case of any Class P
  Certificates, the Percentage Interest with respect to such Certificate
shown on the face of such Certificate.                              

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Periodic Rate Cap: As to each Adjustable Rate Mortgage Loan and the 
related Mortgage Note, the provision therein that limits permissible increases  
and decreases in the Mortgage Rate on any Adjustment Date.                      

  Permitted Activities: The primary activities of the Trust Fund created
pursuant to this Agreement which shall be:                                      

           (i) holding Mortgage Loans transferred from the Depositor and other
assets of the Trust Fund, including the Cap Contracts and any credit
    enhancement and passive derivative financial instruments that pertain to
    beneficial interests issued or sold to parties other than the Depositor,
its Affiliates, or its agents;                                      

          (ii) issuing Certificates and other interests in the assets of the
Trust Fund;                                                         

     (iii) receiving collections on the Mortgage Loans and the Cap
Contracts and making payments on such Certificates and interests in 
accordance with the terms of this Agreement; and                    

          (iv) engaging in other activities that are necessary or incidental
     to accomplish these limited purposes, which activities cannot be contrary
 to the status of the Trust Fund as a qualified special purpose entity
under existing accounting literature.                               

Permitted Investments: At any time, any one or more of the following
obligations and securities:                                                     

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

          (ii) general obligations of or obligations guaranteed by any state
  of the United States or the District of Columbia receiving the highest
long-term debt rating of each Rating Agency rating the Certificates;

           (iii) commercial or finance company paper, other than commercial or
finance company paper issued by the Depositor, the Securities       
Administrator or any of its Affiliates, which is then receiving the 
  highest commercial or finance company paper rating of each such Rating
Agency;                                                             

          (iv) certificates of deposit, demand or time deposits, or bankers'
 acceptances (other than banker's acceptances issued by the Securities
Administrator or any of its Affiliates) issued by any depository    
  institution or trust company incorporated under the laws of the United
     States or of any state thereof and subject to supervision and examination
     by federal and/or state banking authorities, provided that the commercial
paper and/or long term unsecured debt obligations of such depository
institution or trust company are then rated one of the two highest  
   long-term and the highest short-term ratings of each such Rating Agency
for such securities;                                                

            (v) demand or time deposits or certificates of deposit issued by any
bank or trust company or savings institution to the extent that such
deposits are fully insured by the FDIC;                             

   (vi) guaranteed reinvestment agreements issued by any bank,
     insurance company or other corporation rated in the two highest long-term
      or the highest short-term ratings of each Rating Agency containing, at the
      time of the issuance of such agreements, such terms and conditions as will
      not result in the downgrading or withdrawal of the rating then assigned to
    the Certificates by any such Rating Agency as evidenced by a letter from
each Rating Agency;                                                 

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

         (viii) securities (other than stripped bonds, stripped coupons or
     instruments sold at a purchase price in excess of 115% of the face amount
      thereof) bearing interest or sold at a discount issued by any corporation,
other than the Securities Administrator or any of its Affiliates,   
 incorporated under the laws of the United States or any state thereof
   which, at the time of such investment, have one of the two highest long
term ratings of each Rating Agency;                                 

           (ix) interests in any money market fund (including those managed or
    advised by the Securities Administrator, the Trustee or their respective
      affiliates) which at the date of acquisition of the interests in such fund
and throughout the time such interests are held in such fund has the
 highest applicable long term rating by each Rating Agency rating such
fund; and                                                           

         (x) short term investment funds sponsored by any trust company or
  national banking association incorporated under the laws of the United
   States or any state thereof, other than the Securities Administrator or
     any of its Affiliates, which on the date of acquisition has been rated by
 each such Rating Agency in their respective highest applicable rating
category;                                                           

provided, that no such instrument shall be a Permitted Investment if such       
instrument (i) evidences the right to receive interest only payments with       
respect to the obligations underlying such instrument, (ii) is purchased at a   
premium or above par or (iii) is purchased at a deep discount; provided,        
further, that no such instrument shall be a Permitted Investment (A) if such    
instrument evidences principal and interest payments derived from obligations   
underlying such instrument and the interest payments with respect to such       
instrument provide a yield to maturity of greater than 120% of the yield to     
maturity at par of such underlying obligations, or (B) if it may be redeemed at 
a price below the purchase price (the foregoing clause (B) not to apply to      
investments in units of money market funds pursuant to clause (ix) above); and  
provided, further, (I) that no amount beneficially owned by any REMIC           
(including, without limitation, any amounts collected by the Servicer but not   
yet deposited in the Collection Account) may be invested in investments (other  
than money market funds) treated as equity interests for Federal income tax     
purposes, unless the Servicer shall receive an Opinion of Counsel, at the       
expense of the party requesting that such investment be made, to the effect that
such investment will not adversely affect the status of the any REMIC provided  
for herein as a REMIC under the Code or result in imposition of a tax on the    
Trust Fund or any REMIC provided for herein and (II) each such investment must  
be a "permitted investment" within the meaning of Section 860G(a)(5) of the     
Code. Permitted Investments that are subject to prepayment or call may not be   
purchased at a price in excess of par.                                          

  Permitted Transferee: Any Person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of any 
of the foregoing, (ii) a foreign government, International Organization or any  
agency or instrumentality of either of the foregoing, (iii) an organization     
(except certain farmers' cooperatives described in Section 521 of the Code) that
is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed  
by Section 511 of the Code on unrelated business taxable income) on any excess  
inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the   
Class R Certificate, (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, and (v) a Person that is not a citizen or    
resident of the United States, a corporation or partnership (or other entity    
treated as a corporation or partnership for United States federal income tax    
purposes) created or organized in or under the laws of the United States or any 
State thereof or the District of Columbia or an estate whose income from sources
without the United States is includable in gross income for United States       
federal income tax purposes regardless of its connection with the conduct of a  
trade or business within the United States, or a trust if a court within the    
United States is able                                                           

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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, unless, in the case of this clause (v), such Person has furnished 
the transferor and the Securities Administrator with a duly completed Internal  
Revenue Service Form W-8ECI or applicable successor form. The terms "United     
States," "State" and "International Organization" shall have the meanings set   
forth in Section 7701 of the Code. A corporation will not be treated as an      
instrumentality of the United States or of any State thereof for these purposes 
if all of its activities are subject to tax and, with the exception of the      
Federal Home Loan Mortgage Corporation, a majority of its board of directors is 
not selected by such government unit.                                           

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

     Pool Stated Principal Balance: As to any Distribution Date, the aggregate
of the Stated Principal Balances, as of such Distribution Date, of the Mortgage 
Loans that were Outstanding Mortgage Loans as of such date.                     

Preference Claim: The meaning set forth in Section 4.04(j) hereof.  

     Prepayment Assumption: A rate or rates of prepayment, as described in the
Prospectus Supplement in the definition of "Modeling Assumptions," relating to  
the Publicly Offered Certificates.                                              

      Prepayment Charges: Any prepayment fees, premiums or charges to be paid by
the Mortgagor on a Mortgage Loan pursuant to the terms of the related Mortgage  
Note or Mortgage, as applicable, as identified on the Mortgage Loan Schedule.   

 Prepayment Interest Excesses: With respect to any Servicer Remittance
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in  
full during the portion of the related Prepayment Period occurring between the  
first day of the calendar month in which such Servicer Remittance Date occurs   
and the last day of the related Prepayment Period, an amount equal to interest  
(to the extent received) at the applicable Net Mortgage Rate on the amount of   
such Principal Prepayment for the number of days commencing on the first day of 
the calendar month in which such Servicer Remittance Date occurs and ending on  
the date on which such Principal Prepayment is so applied.                      

     Prepayment Interest Shortfall: With respect to any Distribution Date, for
each Mortgage Loan that was the subject of a Principal Prepayment in full (other
than a Principal Prepayment in full resulting from the purchase of a Mortgage   
Loan pursuant to Section 2.02, 2.03 or 9.01 hereof), the amount, if any, by     
which (i) one month's interest at the applicable Net Mortgage Rate on the Stated
Principal Balance of such Mortgage Loan as of the preceding Distribution Date or
in the case of a partial Principal Prepayment, on the amount of such prepayment,
exceeds (ii) the amount of interest paid or collected in connection with such   
Principal Prepayment.                                                           

     Prepayment Period: As to any Distribution Date, the period beginning with
the opening of business on the 15th day of the calendar month preceding the     
month in which such Distribution Date occurs (or in the case of the first       
Distribution Date, beginning with the opening of business on the Cut-off Date)  
and ending on the close of business on the 14th day of the month in which such  
Distribution Date occurs.                                                       

      Principal Distribution Amount: With respect to each Distribution Date, the
sum of (i) the Principal Funds for such Distribution Date and (ii) any Extra    
Principal Distribution Amount for such Distribution Date.                       

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    Principal Funds: With respect to the Mortgage Loans and any Distribution
Date, the sum, without duplication, of (1) all scheduled principal due during   
the related Due Period and received before the related Servicer Remittance Date 
or advanced on or before the related Servicer Remittance Date, (2) Principal    
Prepayments collected in the related Prepayment Period, (3) the Stated Principal
Balance of each Mortgage Loan that was purchased by the Depositor or the        
Servicer during the related Prepayment Period or, in the case of a purchase     
pursuant to Section 9.01, on any Business Day prior to such Distribution Date,  
(4) the amount, if any, by which the aggregate unpaid principal balance of any  
Replacement Mortgage Loan is less than the aggregate unpaid principal of the    
related Deleted Mortgage Loans delivered by the Seller in connection with a     
substitution of a Mortgage Loan pursuant to Section 2.03(c), (5) all Liquidation
Proceeds collected during the related Prepayment Period (to the extent such     
Liquidation Proceeds related to principal), (6) all Subsequent Recoveries       
received during the related Due Period, and (7) all other collections and       
recoveries in respect of principal during the related Prepayment Period less (A)
all Non-Recoverable Advances relating to principal with respect to the Mortgage 
Loans and (B) other amounts reimbursable to the Servicer, the Master Servicer,  
the Securities Administrator and the Trustee pursuant to this Agreement and     
allocable to principal.                                                         

Principal Prepayment: Any Mortgagor payment or other recovery of (or
proceeds with respect to) principal on a Mortgage Loan (including Mortgage Loans
purchased or repurchased under Sections 2.02, 2.03, 3.12 and 9.01 hereof) that  
is received or recovered in advance of its scheduled Due Date and is not        
accompanied by an amount as to interest representing scheduled interest due on  
any date or dates in any month or months subsequent to the month of prepayment. 
Partial Principal Prepayments shall be applied by the Servicer in accordance    
with the terms of the related Mortgage Note.                                    

   Privately Offered Certificates: The Class B-1A, Class B-1B, Class B-2A,
Class B-2B, Class B-3A, Class B-3B, Class B-4A, Class B-4B and Class M-6        
Certificates.                                                                   

   Prospectus Supplement: The Prospectus Supplement dated October 26, 2005
relating to the public offering of the Publicly Offered Certificates.           

   Publicly Offered Certificates: The Class A, Class M-1, Class M-2, Class
M-3, Class M-4 and Class M-5 Certificates.                                      

PUD: A Planned Unit Development.                                    

Purchase Price: With respect to any Mortgage Loan required to be    
repurchased by the Seller or the Transferor pursuant to Section 2.02 or 2.03    
hereof or purchased by the Servicer pursuant to Section 3.12(c) hereof, an      
amount equal to the sum of (i) 100% of the unpaid principal balance of the      
Mortgage Loan as of the date of such purchase together with any unreimbursed    
Servicing Advances, (ii) accrued interest on such unpaid principal balance at   
the applicable Mortgage Rate from (a) the date through which interest was last  
paid by the Mortgagor to (b) the Due Date in the month in which the Purchase    
Price is to be distributed to Certificateholders and (iii) any unreimbursed     
costs, penalties and/or damages incurred by the Trust Fund (or the Trustee on   
behalf of the Trust Fund) in connection with any violation relating to such     
Mortgage Loan of any predatory or abusive lending law. With respect to any REO  
Property purchased by the Servicer pursuant to Section 3.12(c) hereof, an amount
equal to the fair market value of such REO Property, as determined in good faith
by the Servicer                                                                 

 Rating Agency: Either S&P or Moody's. If any such organization or its
successor is no longer in existence, "Rating Agency" shall be a nationally      
recognized statistical rating organization, or other comparable Person,         
designated by the Depositor, notice of which designation shall be given to the  
Trustee. References herein to a given rating category of a Rating Agency shall  
mean such rating category without giving effect to any modifiers.               

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     Realized Loss: With respect to (1) a Liquidated Loan, the amount, if any,
by which the Stated Principal Balance and accrued interest thereon at the Net   
Mortgage Rate exceeds the amount actually recovered by the Servicer with respect
thereto (net of reimbursement of Advances and Servicing Advances) at the time   
such Mortgage Loan became a Liquidated Loan or (2) a Mortgage Loan which is not 
a Liquidated Loan, any amount of principal that the Mortgagor is no longer      
legally required to pay (except for the extinguishment of debt that results from
the exercise of remedies due to default by the Mortgagor).                      

     Record Date: With respect to any Distribution Date, the close of business
on the last Business Day of the month preceding the month in which the          
applicable Distribution Date occurs (or, in the case of the first Distribution  
Date, the Closing Date).                                                        

    Reference Banks: Barclays Bank PLC, JPMorgan Chase Bank, N.A., Citibank,
N.A., Wells Fargo Bank, N.A. and NatWest, N.A.; provided that if any of the     
foregoing banks are not suitable to serve as a Reference Bank, then any leading 
banks selected by the Securities Administrator which are engaged in transactions
in Eurodollar deposits in the international Eurocurrency market (i) with an     
established place of business in London, England, (ii) whose quotations appear  
on the Reuters Screen LIBO Page on the relevant Interest Determination Date and 
(iii) which have been designated as such by the Securities Administrator.       

Regular Certificate: Any one of the Class A, Class M and Class B    
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.                                   

Regulation S Book-Entry Certificates: Certificates sold in offshore 
transactions in reliance on Regulation S in the form of one or more permanent   
global Certificates in definitive, fully registered form without interest       
coupons, which shall be deposited on behalf of the subscribers for such         
Certificates represented thereby with the Securities Administrator, as custodian
for DTC and registered in the name of a nominee of DTC.                         

   Relief Act: The Servicemembers Civil Relief Act or any similar state or
local law.                                                                      

Relief Act Shortfall: With respect to any Distribution Date and any 
Mortgage Loan, any reduction in the amount of interest or principal collectible 
on such Mortgage Loan for the most recently ended calendar month as a result of 
the application of the Relief Act.                                              

    REMIC: A "real estate mortgage investment conduit" within the meaning of
section 860D of the Code. References herein to "the REMICs" or "a REMIC" shall  
mean either of (or, as the context requires, both of) the Lower Tier REMIC and  
the Upper Tier REMIC.                                                           

      REMIC Pass-Through Rate: The Class A-1 Available Funds Cap (in the case of
a Class included in Certificate Group One), the Class A-2 Available Funds Cap   
(in the case of a Class included in Certificate Group Two) or the Weighted      
Average Available Funds Cap (in the case of the Class A-3 and the Subordinate   
Certificates).                                                                  

  REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at sections 860A through 
860G of Subchapter M of Chapter 1 of the                                        

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Code, and related provisions, and proposed, temporary and final regulations and 
published rulings, notices and announcements promulgated thereunder, as the     
foregoing may be in effect from time to time as well as provisions of applicable
state laws.                                                                     

REMIC Regular Interests: (i) any of the rights under any of the     
Certificates (other than the Class P Certificates, the Class R Certificate and  
the Class C Certificates) other than the rights in interest rate cap contracts  
described in Section 2.07 and (ii) the Uncertificated Class C Interest.         

Remittance Report: As defined in Section 4.04(j) hereof.            

     REO Property: A Mortgaged Property acquired by the Servicer, on behalf of
the Trustee for the benefit of the Certificateholders, through foreclosure or   
deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.       

   Replacement Mortgage Loan: A Mortgage Loan substituted by the Depositor
for a Deleted Mortgage Loan, which must, on the date of such substitution, as   
confirmed in a Request for Release, substantially in the form of Exhibit I (1)  
have a Stated Principal Balance, after deduction of the principal portion of the
Scheduled Payment due in the month of substitution, not in excess of, and not   
less than 90% of the Stated Principal Balance of the Deleted Mortgage Loan; (2) 
with respect to any Fixed Rate Mortgage Loan, have a Mortgage Rate not less than
or no more than 1% per annum higher than the Mortgage Rate of the Deleted       
Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan: (A) have a
Maximum Mortgage Rate no more than 1% per annum higher or lower than the Maximum
Mortgage Rate of the Deleted Mortgage Loan; (B) have a Minimum Mortgage Rate no 
more than 1% per annum higher or lower than the Minimum Mortgage Rate of the    
Deleted Mortgage Loan; (C) have the same index and Periodic Rate Cap as that of 
the Deleted Mortgage Loan and a Gross Margin not more than 1% per annum higher  
or lower than that of the Deleted Mortgage Loan; (D) not permit conversion of   
the related Mortgage Rate to a fixed Mortgage Rate and (F) currently be accruing
interest at a rate not more than 1% per annum higher or lower than that of the  
Deleted Mortgage Loan; (3) have a similar or higher FICO score or credit grade  
than that of the Deleted Mortgage Loan; (4) have a Loan-to-Value Ratio no higher
than that of the Deleted Mortgage Loan; (5) have a remaining term to maturity no
greater than (and not more than one year less than) that of the Deleted Mortgage
Loan; (6) provide for a Prepayment Charge on terms substantially similar to     
those of the Prepayment Charge, if any, of the Deleted Mortgage Loan; (7) have  
the same lien priority as the Deleted Mortgage Loan; (8) constitute the same    
occupancy type as the Deleted Mortgage Loan; and (9) comply with each           
representation and warranty set forth in Section 2.03 hereof.                   

      Request for Release: The Request for Release of Documents submitted by the
Servicer to the Trustee (or its custodian), substantially in the form of Exhibit
I hereto.                                                                       

Required Insurance Policy: With respect to any Mortgage Loan, any   
insurance policy that is required to be maintained from time to time under this 
Agreement.                                                                      

   Required Percentage: As of any Distribution Date following the Stepdown
Date, the quotient of (1) the excess of (A) the Stated Principal Balances of the
Mortgage Loans as of such Distribution Date, over (B) the Certificate Principal 
Balance of the most senior Class of Certificates outstanding as of such         
Distribution Date, prior to giving effect to distributions to be made on such   
Distribution Date and (2) the Stated Principal Balance of the Mortgage Loans as 
of such Distribution Date.                                                      

   Reserve Interest Rate: With respect to any Interest Determination Date,
the rate per annum that the Securities Administrator determines to be (1) the   
arithmetic mean (rounded upwards if necessary to the nearest whole multiple of  
0.03125%) of the one-month United States dollar lending rates which New         

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York City banks selected by the Securities Administrator are quoting on the     
relevant Interest Determination Date to the principal London offices of leading 
banks in the London interbank market or (2) in the event that the Securities    
Administrator can determine no such arithmetic mean, the lowest one-month United
States dollar lending rate which New York City banks selected by the Securities 
Administrator are quoting on such Interest Determination Date to leading        
European banks.                                                                 

   Residual Excess Interest Amount: With respect to any Distribution Date,
the excess of (x) 0.05% of the Monthly Excess Interest Amount for such          
Distribution Date and all prior Distribution Dates over (y) all payments        
previously made to the Class R Certificate in respect of the Residual Excess    
Interest Amount.                                                                

      Residual Interest: An interest in the Upper Tier REMIC that is entitled to
all distributions of principal and interest on the Class R Certificate other    
than distributions in respect of the Class LTR Interest and distributions on the
Class R Certificate in respect of Excess Interest.                              

Responsible Officer: When used with respect to the Securities       
Administrator or the Servicer, any officer of the Securities Administrator or   
the Servicer with direct responsibility for the administration of this Agreement
and any other officer to whom, with respect to a particular matter, such matter 
is referred because of such officer's knowledge of and familiarity with the     
particular subject. When used with respect to the Trustee, any officer of the   
Trustee with direct responsibility for the administration of this Agreement and 
also means any other officer to whom, with respect to a particular matter, such 
matter is referred because of such officer's knowledge of and familiarity with  
the particular subject.                                                         

  Reuters Screen LIBO Page: The display designated as page "LIBO" on the
Reuters Monitor Money Rates Service (or such other page as may replace such LIBO
page on that service for the purpose of displaying London interbank offered     
rates of major banks.                                                           

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

    Sale Agreement: The Mortgage Loan Sale and Assignment Agreement dated as
of April 1, 2005 between the Depositor and the Seller.                          

      Scheduled Payment: The scheduled monthly payment on a Mortgage Loan due on
any Due Date allocable to principal and/or interest on such                     
Mortgage Loan.                                                                  

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

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

Securities Administrator: Wells Fargo Bank, N.A., a national banking
association, or any successor in interest.                                      

Securities Administrator Fee: A fee paid monthly to the Securities  
Administrator from interest collected with respect to each Mortgage Loan equal  
to the product of (a) one-twelfth of the Securities Administrator Fee Rate and  
(b) the Stated Principal Balance of such Mortgage Loan. The Securities          
Administrator is also entitled to a portion of investment income earned on      
amounts on deposit in the Certificate Account as set forth in Section 3.05(g)   
hereof.                                                                         

Securities Administrator Fee Rate: 0.01% for each Mortgage Loan.    

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    Seller: Merrill Lynch Mortgage Lending, Inc., a Delaware corporation, or
its successor in interest.                                                      

      Servicer: Litton Loan Servicing LP, a Delaware limited partnership, or its
successor in interest.                                                          

    Servicer Advance Date: As to any Distribution Date, the related Servicer
Remittance Date.                                                                

     Servicer Remittance Date: With respect to any Distribution Date, the 10th
day (or if such day is not a Business Day, the next succeeding Business Day) of 
the month in which the related Distribution Date occurs.                        

Servicer Trigger Event: As defined in Section 7.02 hereof.          

Servicer's Assignee: As defined in Section 10.14(a).                

Servicing Advances: All customary, reasonable and necessary "out of 
pocket" costs and expenses incurred in the performance of the Servicer's        
servicing obligations hereunder, including, but not limited to, the cost of (1) 
the preservation, inspection, restoration and protection of a Mortgaged Property
(or Underlying Mortgaged Property, in the case of a Co-op Loan), including      
without limitation advances in respect of real estate taxes and assessments, (2)
any collection, enforcement or judicial proceedings, including without          
limitation foreclosures, collections and liquidations, (3) the conservation,    
management, sale and liquidation of any REO Property, (4) executing and         
recording instruments of satisfaction, deeds of reconveyance or Assignments of  
Mortgage to the extent not otherwise recovered from the related Mortgages or    
payable under this Agreement, (5) correcting errors of prior servicers; costs   
and expenses charged to the Servicer by the Trustee or Securities Administrator;
tax tracking; title research; flood certifications; lender paid mortgage        
insurance, (6) obtaining or correcting any legal documentation required to be   
included in the Mortgage Files and reasonably necessary for the Servicer to     
perform its obligations under this Agreement and (7) compliance with the        
obligations under Sections 3.01 and 3.10; provided that such amounts are        
required to be advanced only to the extent such advances constitute             
"unanticipated expenses" within the meaning of Treasury Regulation Section      
1.860G-1(b)(3)(ii).                                                             

 Servicing Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to the product of (x) one-twelfth of the Servicing Fee Rate and (y)
the Stated Principal Balance of such Mortgage Loan as of the preceding          
Distribution Date or, in the event of any payment of interest that accompanies a
Principal Prepayment in full made by the Mortgagor, interest at the Servicing   
Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the        
preceding Distribution Date for the period covered by such payment of interest. 

Servicing Fee Rate: 0.50% for each Mortgage Loan.                   

      Servicing Officer: Any officer of the Servicer involved in, or responsible
for, the administration and servicing of the Mortgage Loans whose name appears  
on a list of servicing officers furnished to the Master Servicer, the Securities
Administrator and the Trustee by the Servicer on the Closing Date pursuant to   
this Agreement, as such lists may from time to time be amended.                 

    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 (other than rights with respect to Advances and 
Servicing Advances herein), including JPMorgan Chase Bank, N.A., as the         
representative of certain lenders.                                              

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Servicing Transfer Costs: In the event that the Servicer does not   
reimburse the Master Servicer under this Agreement, all costs associated with   
the transfer of servicing from the predecessor Servicer, including, without     
limitation, any costs or expenses associated with the termination of the        
predecessor servicer, the appointment of a successor servicer, the complete     
transfer of all servicing data and the manipulation, completion or correction of
such servicing data as may be required by the Master Servicer or any successor  
servicer to correct any errors or insufficiencies in the servicing data or      
otherwise to enable the Master Servicer or successor servicer to service the    
Mortgage Loans properly and effectively.                                        

    SFAS 140: Statement of Financial Accounting Standard No. 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of          
Liabilities dated September 2000, published by the Financial Accounting         
Standards Board of the Financial Accounting Foundation.                         

Startup Day: As defined in Section 2.07 hereof.                     

      Stated Principal Balance: With respect to any Mortgage Loan or related REO
Property (1) as of the Cut-off Date, the Cut-off Date Principal Balance thereof,
and (2) as of any Distribution Date, such Cut-off Date Principal Balance minus  
the sum of (A) the principal portion of the Scheduled Payments (x) due with     
respect to such Mortgage Loan during each Due Period ending prior to such       
Distribution Date and (y) that were received by the Servicer as of the close of 
business on the Determination Date related to such Distribution Date or with    
respect to which Advances were made on the Servicer Advance Date prior to such  
Distribution Date and (B) all Principal Prepayments with respect to such        
Mortgage Loan received on or prior to the last day of the related Prepayment    
Period, and all Liquidation Proceeds to the extent applied by the Servicer as   
recoveries of principal in accordance with Section 3.12 with respect to such    
Mortgage Loan, that were received by the Servicer as of the close of business on
the last day of the related Due Period. Notwithstanding the foregoing, the      
Stated Principal Balance of a Liquidated Loan shall be deemed to be zero.       

      Stepdown Date: The later to occur of (1) the Distribution Date in November
2008 or (2) the first Distribution Date on which (A) the Class A Certificate    
Principal Balance (reduced by the Principal Funds with respect to such          
Distribution Date) is less than or equal to (B) 66.70% of the Stated Principal  
Balances of the Mortgage Loans as of such Distribution Date.                    

Stepdown Required Loss Percentage: For any Distribution Date, the   
applicable percentage for such Distribution Date set forth in the following     
table:                                                                          

                                                                [Download Table]

DISTRIBUTION DATE OCCURRING IN        STEPDOWN REQUIRED LOSS PERCENTAGE 
------------------------------        --------------------------------- 
                                                                        
November 2008 - October 2009          3.25% with respect to November    
                                      2008, plus an additional 1/12th of
                                      1.00% for each month thereafter   

November 2009 - October 2010          4.25% with respect to November    
                                      2009, plus an additional 1/12th of
                                      0.75% for each month thereafter   

November 2010 - October 2011          5.00% with respect to November    
                                      2010, plus an additional 1/12th of
                                      0.25% for each month thereafter   

November 2011 and thereafter          5.25%                             

    Stepdown Trigger Event: With respect to the Certificates on or after the
Stepdown Date, a Distribution Date on which (1) the quotient of (A) the         
aggregate Stated Principal Balance of all Mortgage                              

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Loans which are 60 or more days Delinquent measured on a rolling three month    
basis (including, for the purposes of this calculation, Mortgage Loans in       
foreclosure and REO Properties and Mortgage Loans with respect to which the     
applicable Mortgagor is in bankruptcy) and (B) the Stated Principal Balance of  
the Mortgage Loans as of the preceding Servicer Remittance Date, equals or      
exceeds the product of (i) 40.40% and (ii) the Required Percentage or (2) the   
quotient (expressed as a percentage) of (A) the aggregate Realized Losses       
incurred from the Cut-off Date through the last day of the calendar month       
preceding such Distribution Date and (B) the aggregate principal balance of the 
Mortgage Loans as of the Cut-off Date exceeds the Stepdown Required Loss        
Percentage.                                                                     

Subordinate Certificates: Each Class of the Class M and Class B     
Certificates.                                                                   

Subsequent Recovery: Any amount received on a Mortgage Loan (net of 
amounts reimbursed to the Servicer related to such Mortgage Loan) subsequent to 
such Mortgage Loan being determined to be a Liquidated Mortgage Loan.           

Subservicing Agreement: As defined in Section 3.02(a).              

      Substitution Adjustment Amount: The meaning ascribed to such term pursuant
to Section 2.03(c).                                                             

    Tax Matters Person: The Person designated as "tax matters person" in the
manner provided under Treasury regulation Section 1.860F-4(d) and Treasury      
regulation Section 301.6231(a)(7)-1.                                            

Transfer: Any direct or indirect transfer or sale of any Ownership  
Interest in a Certificate.                                                      

Transfer Agreement: The Master Mortgage Loan Purchase and Interim   
Servicing Agreement dated as of April 1, 2005, between Merrill Lynch Mortgage   
Capital Inc., as purchaser and Ownit, as seller and interim servicer, as        
supplemented by the Bring Down Letter.                                          

Transferor: Ownit.                                                  

      Transferor Affirmation Notice: A notice from Fitch to the Depositor or the
Seller that the ratings of the Certificates will not be negatively impacted by  
the removal of the Seller's obligation to honor the Transferor's representations
and warranties, a copy of which notice shall be provided by either the Seller or
the Depositor to the Securities Administrator and the Trustee.                  

Trust Fund: The corpus of the trust (the "Ownit Mortgage Loan Trust,
Series 2005-4") created hereunder consisting of (i) the Mortgage Loans and all  
interest and principal received on or with respect thereto on and after the     
Cut-off Date to the extent not applied in computing the Cut-off Date Principal  
Balance thereof, exclusive of interest not required to be deposited in the      
Collection Account; (ii) the Collection Account, the Certificate Account and all
amounts deposited therein pursuant to the applicable provisions of this         
Agreement; (iii) property that secured a Mortgage Loan and has been acquired by 
foreclosure, deed in lieu of foreclosure or otherwise; (iv) the mortgagee's     
rights under the Insurance Policies with respect to the Mortgage Loans; (v) all 
proceeds of the conversion, voluntary or involuntary, of any of the foregoing   
into cash or other liquid property; and (vi) the Cap Contracts and Cap Contract 
Account.                                                                        

Trustee: HSBC Bank USA, National Association, a national banking    
association, not in its individual capacity, but solely in its capacity as      
trustee for the benefit of the Certificateholders under this Agreement, and any 
successor thereto, and any corporation or national banking association resulting
from                                                                            

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or surviving any consolidation or merger to which it or its successors may      
be a party and any successor trustee as may from time to time be serving as     
successor trustee hereunder.                                                    

      Uncertificated Class C Interest: An uncertificated interest having (i) the
same rights to payments as the Class C Certificates, other than the rights to   
payments of amounts with respect to the Cap Contracts, and (ii) the rights to   
the payments treated as distributed to the Class C Certificates under Section   
2.07(d), provided, however, that such interest shall have no obligation to make 
any payments treated as paid by the Class C Certificates pursuant to interest   
rate cap agreements under Section 2.07(d).                                      

Underlying Mortgaged Property: With respect to each Co-op Loan, the 
underlying real property owned by the related residential cooperative housing   
corporation.                                                                    

   Unpaid Realized Loss Amount: The Class M-1 Unpaid Realized Loss Amount,
Class M-2 Unpaid Realized Loss Amount, Class M-3 Unpaid Realized Loss Amount,   
Class M-4 Unpaid Realized Loss Amount, Class M-5 Unpaid Realized Loss Amount,   
Class M-6 Unpaid Realized Loss Amount, Class B-1 Unpaid Realized Loss Amount,   
Class B-2 Unpaid Realized Loss Amount, Class B-3 Unpaid Realized Loss Amount,   
Class B-4 Unpaid Realized Loss Amount and Class C Unpaid Realized Loss Amount,  
collectively.                                                                   

Upper Collar: Any of the Class A-1 Upper Collar, the Class A-2 Upper
Collar, the Class A-3/Class M Upper Collar or the Class B Upper Collar.         

   Upper Tier REMIC: As described in the Preliminary Statement and Section
2.07.                                                                           

   USAP Report: A report in compliance with the Uniform Single Attestation
Program for Mortgage Bankers delivered in accordance with Section 3.18.         

   Voting Rights: The portion of the voting rights of all the Certificates
that is allocated to any of the Certificates for purposes of the voting         
provisions hereunder. Voting Rights allocated to each Class of Certificates     
shall be allocated as follows: (1) 98% to the Class A, Class M and Class B      
Certificates, with the allocation among such Certificates to be in proportion to
the Certificate Principal Balance of each Class relative to the Certificate     
Principal Balance of all other Classes and (2) each Class of the Class C and    
Class P will be allocated 1% of the Voting Rights. Voting Rights will be        
allocated among the Certificates of each such Class in accordance with their    
respective Percentage Interests.                                                

      Weighted Average Available Funds Cap: With respect to a Distribution Date,
the per annum rate equal to the weighted average (weighted in proportion to the 
results of subtracting the current Certificate Principal Balance of the Class   
A-1 and Class R Certificates, in the case of Group One, or the Class A-2        
Certificates, in the case of Group Two, from the aggregate Stated Principal     
Balance of the Mortgage Loans in each Mortgage Group as of the immediately      
preceding Distribution Date (or, in the case of the first Distribution Date, as 
of the Cut-off Date)) of the Class A-1 Available Funds Cap and the Class A-2    
Available Funds Cap.                                                            

   Weighted Average Maximum Rate Cap: With respect to a Distribution Date,
the per annum rate equal to the weighted average (weighted in proportion to the 
results of subtracting from the aggregate Stated Principal Balance of the       
Mortgage Loans in each Mortgage Group as of the immediately preceding           
Distribution Date (or, in the case of the first Distribution Date, as of the    
Cut-off Date) the current Certificate Principal Balance of the Class A-1 and    
Class R Certificates, in the case of Group One, or the Class A-2 Certificates,  
in the case of Group Two) of the Class A-1 Maximum Rate Cap and the Class A-2   
Maximum Rate Cap.                                                               

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ARTICLE II

 CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

Section 2.01. Conveyance of Mortgage Loans.                         

    The Depositor, concurrently with the execution and delivery hereof, does
hereby sell, transfer, assign, set over and convey to the Trustee without       
recourse all the right, title and interest of the Depositor in and to the assets
of the Trust Fund. Such assignment includes all interest and principal received 
on or with respect to the Mortgage Loans, on or after the Cut-off Date (other   
than Scheduled Payments due on the Mortgage Loans on or before the Cut-off      
Date).                                                                          

  It is agreed and understood by the Depositor, the Master Servicer, the
Servicer, the Securities Administrator and the Trustee that it is not intended  
that any Mortgage Loan be included in the Trust 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; or
(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.                                                      

     (i) In connection with such assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee or its Custodian, the following documents or  
instruments with respect to each Mortgage Loan so assigned that is not a Co-op  
Loan:                                                                           

        (A) The original Mortgage Note endorsed in blank or, "Pay to the
order of HSBC Bank USA, National Association, as trustee, without   
recourse" together with all riders thereto. The Mortgage Note shall 
      include all intervening endorsements showing a complete chain of the title
from the originator to [____________________];                      

           (B) Except as provided below and for each Mortgage Loan that is not
     a MERS Loan, the original recorded Mortgage with all riders thereto, with
   evidence of recording thereon, or, if the original Mortgage has not yet
    been returned from the recording office, a copy of the original Mortgage
certified by the Transferor to be true copy of the original of the  
Mortgage that has been delivered for recording in the appropriate   
   recording office of the jurisdiction in which the Mortgaged Property is
    located and in the case of each MERS Loan, the original Mortgage, noting
   the presence of the MIN of the Loan and either language indicating that
      the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan
     at origination, the original Mortgage and the assignment thereof to MERS,
   with evidence of recording indicated thereon, or a copy of the Mortgage
    certified by the public recording office in which such Mortgage has been
recorded;                                                           

          (C) In the case of each Mortgage Loan that is not a MERS Loan, the
      original Assignment of each Mortgage endorsed either in blank or, to "HSBC
Bank USA, National Association, as trustee;"                        

          (D) The original policy of title insurance (or a preliminary title
   report, commitment or binder if the original title insurance policy has
not been received from the title insurance company);                

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          (E) Originals of any intervening assignments of the Mortgage, with
    evidence of recording thereon or, if the original intervening assignment
has not yet been returned from the recording office, a copy of such 
    assignment certified to be a true copy of the original of the assignment
      which has been sent for recording in the appropriate jurisdiction in which
the Mortgaged Property is located; and                              

            (F) Originals of all assumption and modification agreements, if any.

      (ii) In connection with such assignment, the Depositor does hereby deliver
to, and deposit with, the Trustee the following documents or instruments with   
respect to each Mortgage Loan so assigned that is a Co-op Loan:                 

    (A) (i) The original Mortgage Note (or a lost note affidavit
(including a copy of the original Mortgage Note)) or (ii) original  
consolidation, extension and modification agreement (or a lost note 
    affidavit (including a copy of the original consolidation, extension and
      modification agreement)), in either case endorsed either in blank or, "Pay
    to the order of HSBC Bank, USA, National Association as trustee, without
recourse;"                                                          

            (B) The original Mortgage entered into by the Mortgagor with respect
to such Co-Op Loan;                                                 

           (C) The original Assignment of Mortgage endorsed either in blank or
to "HSBC Bank USA, National Association, as trustee;"               

        (D) Original assignments of Mortgage showing a complete chain of
assignment from the originator of the related Co-Op Loan to the last
endorsee on the Mortgage Note;                                      

    (E) Original Form UCC-1 and any continuation statements with
    evidence of filing thereon entered into by the Mortgagor with respect to
such Co-Op Loan (or a recorded copy thereof);                       

       (F) Form UCC-3 (or copy thereof) by the Transferor or its agent
     assigning the security interest covered by such Form UCC-1 to "HSBC Bank,
      USA, National Association., as trustee," together with all Forms UCC-3 (or
      copies thereof) showing a complete chain of assignment from the originator
   of the related Co-op Loan to the Transferor, with evidence of recording
thereon;                                                            

          (G) Original stock certificate representing the stock allocated to
    the related dwelling unit in the related residential cooperative housing
      corporation and pledged by the related Mortgagor to the originator of such
Co-op Loan with a stock power in blank attached;                    

(H) Original proprietary lease;                         

          (I) Original assignment of proprietary lease or a copy thereof, to
the Trustee or in blank, and all intervening assignments thereof;   

   (J) Original recognition agreement or a copy thereof of the
interests of the mortgagee with respect to the Co-op Loan by the    
residential cooperative housing corporation, the stock of which was 
      pledged by the related Mortgagor to the originator of such Co-op Loan; and

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      (K) Originals of any assumption, consolidation or modification
      agreements relating to any of the items specified in (A) through (F) above
with respect to such Co-op Loan.                                    

 If in connection with any Mortgage Loan that is not a Co-op Loan, the
Depositor cannot deliver the Mortgage, Assignments of Mortgage or assumption,   
consolidation or modification, as the case may be, with evidence of recording   
thereon, if applicable, concurrently with the execution and delivery of this    
Agreement solely because of a delay caused by the public recording office where 
such Mortgage, Assignments of Mortgage or assumption, consolidation or          
modification, as the case may be, has been delivered for recordation, the       
Depositor shall deliver or cause to be delivered to the Trustee written notice  
stating that such Mortgage or assumption, consolidation or modification, as the 
case may be, has been delivered to the appropriate public recording office for  
recordation. Thereafter, the Depositor shall deliver or cause to be delivered to
the Trustee such Mortgage, Assignments of Mortgage or assumption, consolidation 
or modification, as the case may be, with evidence of recording indicated       
thereon, if applicable, upon receipt thereof from the public recording office.  
To the extent any required endorsement is not contained on a Mortgage Note or an
Assignment of Mortgage, the Depositor shall make or cause such endorsement to be
made.                                                                           

   With respect to any Mortgage Loan that is not a Co-op Loan, none of the
Depositor, the Master Servicer, the Servicer, the Securities Administrator or   
the Trustee shall be obligated to cause to be recorded the Assignment of        
Mortgage referred to in this Section 2.01. With respect to any Co-op Loan, none 
of the Depositor, the Servicer or the Trustee shall be obligated to cause to be 
filed the Form UCC-3 referred to in this Section 2.01. In the event that any    
Assignment of Mortgage referred to in this Section 2.01 is not recorded or is   
improperly recorded, the Servicer and the Trustee shall have no liability for   
any failure to receive or act on notices related to such Assignment of Mortgage.

     The ownership of each Mortgage Note, the Mortgage and the contents of the
related Mortgage File is vested in the Trustee on behalf of the                 
Certificateholders. None of the Depositor, the Master Servicer, the Servicer or 
the Securities Administrator shall take any action inconsistent with such       
ownership and shall not claim any ownership interest therein. The Depositor, the
Master Servicer, the Servicer and Securities Administrator shall respond to any 
third party inquiries with respect to ownership of the Mortgage Loans by stating
that such ownership is held by the Trustee on behalf of the Certificateholders. 
Mortgage documents relating to the Mortgage Loans not delivered to the Trustee  
are and shall be held in trust by the Servicer, for the benefit of the Trustee  
as the owner thereof, and the Servicer's possession of the contents of each     
Mortgage File so retained is for the sole purpose of servicing the related      
Mortgage Loan, and such retention and possession by the Servicer is in a        
custodial capacity only. The Depositor agrees to take no action inconsistent    
with the Trustee's ownership of the Mortgage Loans, to promptly indicate to all 
inquiring parties that the Mortgage Loans have been sold and to claim no        
ownership interest in the Mortgage Loans.                                       

It is the intention of this Agreement that the conveyance of the    
Depositor's right, title and interest in and to the Trust Fund pursuant to this 
Agreement shall constitute a purchase and sale and not a loan. If a conveyance  
of Mortgage Loans from the Seller to the Depositor is characterized as a pledge 
and not a sale, then the Depositor shall be deemed to have transferred to the   
Trustee all of the Depositor's right, title and interest in, to and under the   
obligations of the Seller deemed to be secured by said pledge; and it is the    
intention of this Agreement that the Depositor shall also be deemed to have     
granted to the Trustee a first priority security interest in all of the         
Depositor's right, title, and interest in, to and under the obligations of the  
Seller to the Depositor deemed to be secured by said pledge and that the Trustee
shall be deemed to be an independent custodian for purposes of perfection of the
security interest granted to the Depositor. If the conveyance of the Mortgage   
Loans from the Depositor to the Trustee is characterized as a pledge, it is the 
intention of this Agreement that this Agreement shall constitute a security     
agreement under applicable law, and that the Depositor shall be deemed to have  
granted to the Trustee a first priority security interest                       

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in all of the Depositor's right, title and interest in, to and under the        
Mortgage Loans, all payments of principal of or interest on such Mortgage Loans,
all other rights relating to and payments made in respect of the Trust Fund, and
all proceeds of any thereof. If the trust created by this Agreement terminates  
prior to the satisfaction of the claims of any Person in any Certificates, the  
security interest created hereby shall continue in full force and effect and the
Trustee shall be deemed to be the collateral agent for the benefit of such      
Person.                                                                         

     In addition to the conveyance made in the first paragraph of this Section
2.01, the Depositor does hereby convey, assign and set over to the Trustee for  
the benefit of the Certificateholders its rights and interests under the Sale   
Agreement, including the Depositor's right, title and interest in the           
representations and warranties contained in the Sale Agreement, the rights in   
the Transfer Agreement described therein and the benefit of the repurchase      
obligations and the obligation of the Seller contained in the Sale Agreement to 
take, at the request of the Depositor or the Trustee, all action on its part    
which is reasonably necessary to ensure the enforceability of a Mortgage Loan.  
The Trustee hereby accepts such assignment, and shall be entitled to exercise   
all rights of the Depositor under the Sale Agreement as if, for such purpose, it
were the Depositor. The foregoing sale, transfer, assignment, set-over, deposit 
and conveyance does not and is not intended to result in creation or assumption 
by the Trustee of any obligation of the Depositor, the Seller, or any other     
Person in connection with the Mortgage Loans or any other agreement or          
instrument relating thereto except as specifically set forth herein.            

SECTION 2.02. Acceptance by the Trustee of the Mortgage Loans.      

   Except as set forth in the Exception Report delivered contemporaneously
herewith (the "Exception Report"), the Trustee acknowledges receipt of the      
Mortgage Note for each Mortgage Loan and delivery of a Mortgage File (but does  
not acknowledge receipt of all documents required to be included in such        
Mortgage File) with respect to each Mortgage Loan and declares that it holds and
will hold such documents and any other documents constituting a part of the     
Mortgage Files delivered to it in trust for the use and benefit of all present  
and future Certificateholders. The Depositor will cause the Seller to repurchase
any Mortgage Loan to which a material exception was taken in the Exception      
Report unless such exception is cured to the satisfaction of the Trustee within 
45 Business Days of the Closing Date.                                           

      The Trustee acknowledges receipt of the four Cap Contracts (forms of which
are attached hereto as Exhibits N-1, N-2, N-3 and N-4), the Transfer Agreement, 
the Bring Down Letter and the Sale Agreement.                                   

  The Trustee agrees, for the benefit of Certificateholders and the NIMs
Insurer, to review or cause its Custodian to review each Mortgage File delivered
to it within 60 days after the Closing Date to ascertain and to certify, within 
70 days of the Closing Date, to the NIMs Insurer, the Depositor, the Master     
Servicer and the Servicer that all documents required by Section 2.01 have been 
executed and received, and that such documents relate to the Mortgage Loans     
identified in Exhibit B that have been conveyed to it. If the Trustee finds any 
document or documents constituting a part of a Mortgage File to be missing or   
defective (that is, mutilated, damaged, defaced or unexecuted) in any material  
respect, the Trustee shall promptly (and in any event within no more than five  
Business Days) after such finding so notify the NIMs Insurer, the Servicer, the 
Master Servicer, the Seller and the Depositor. In addition, the Trustee shall   
also notify the NIMs Insurer, the Master Servicer, the Servicer, the Seller and 
the Depositor if the original Mortgage with evidence of recording thereon with  
respect to a Mortgage Loan is not received within 70 days of the Closing Date;  
if it has not been received because of a delay caused by the public recording   
office where such Mortgage has been delivered for recordation, the Depositor    
shall deliver or cause to be delivered to the Trustee written notice stating    
that such Mortgage has been delivered to the appropriate public recording office
for recordation and thereafter the Depositor shall                              

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deliver or cause to be delivered such Mortgage with evidence of recording       
thereon upon receipt thereof from the public recording office. The Trustee shall
request that the Seller correct or cure such omission, defect or other          
irregularity, or substitute a Mortgage Loan pursuant to the provisions of       
Section 2.03, within 90 days from the date the Seller was notified of such      
omission or defect and, if the Seller does not correct or cure such omission or 
defect within such period, that the Seller purchase such Mortgage Loan from the 
Trust Fund within 90 days from the date the Trustee notified the Seller of such 
omission, defect or other irregularity at the Purchase Price of such Mortgage   
Loan. The Purchase Price for any Mortgage Loan purchased pursuant to this       
Section 2.02 shall be paid to the Servicer and deposited by the Servicer in the 
Certificate Account or Collection Account, as appropriate, promptly upon        
receipt, and, upon receipt by the Trustee of written notification of such       
deposit signed by a Servicing Officer, the Trustee, upon receipt of a Request   
for Release, shall promptly release to the Seller the related Mortgage File and 
the Trustee shall execute and deliver such instruments of transfer or           
assignment, without recourse, as shall be requested by the Seller and necessary 
to vest in the Seller or its designee, as the case may be, any Mortgage Loan    
released pursuant hereto, and the Trustee shall have no further responsibility  
with regard to such Mortgage Loan. It is understood and agreed that the         
obligation of the Seller to purchase, cure or substitute any Mortgage Loan as to
which a material defect in or omission of a constituent document exists shall   
constitute the sole remedy respecting such defect or omission available to the  
Trustee on behalf of Certificateholders and the NIMs Insurer. The preceding     
sentence shall not, however, limit any remedies available to the                
Certificateholders, the NIMs Insurer, the Depositor or the Trustee pursuant to  
the Sale Agreement, the Transfer Agreement and the Bring Down Letter. The       
Trustee shall be under no duty or obligation to inspect, review and examine such
documents, instruments, certificates or other papers to determine that they are 
genuine, enforceable, recordable or appropriate to the represented purpose, or  
that they have actually been recorded, or that they are other than what they    
purport to be on their face. The Servicer, the Master Servicer, the Securities  
Administrator and the Trustee shall keep confidential the name of each Mortgagor
except as required by this Agreement and the Servicer, the Master Servicer, the 
Securities Administrator and the Trustee shall not solicit any such Mortgagor   
for the purpose of refinancing the related Mortgage Loan; notwithstanding       
anything herein to the contrary, the foregoing shall not be construed to        
prohibit (i) disclosure of any and all information that is or becomes publicly  
known, or information obtained by the Trustee, the Servicer, the Master Servicer
or the Securities Administrator from sources other than the other parties       
hereto, (ii) disclosure of any and all information (A) if required by any       
applicable law, rule or regulation, (B) to any government agency or regulatory  
body having or claiming authority to regulate or oversee any aspects of the     
Trustee's business or that of its affiliates, (C) pursuant to any subpoena,     
civil investigation demand or similar demand or request of any court, regulatory
authority, arbitrator or arbitration to which Trustee or any affiliate or an    
officer, director, employer or shareholder thereof is a party or (D) to any     
affiliate, independent or internal auditor, agent, employee or attorney of the  
Trustee, the Servicer, the Master Servicer or the Securities Administrator      
having a need to know the same, provided that the Trustee, the Servicer, the    
Master Servicer or the Securities Administrator, as applicable, advises such    
recipient of the confidential nature of the information being disclosed, or     
(iii) any other disclosure authorized by the Depositor. It is understood and    
agreed that all rights and benefits relating to the solicitation of any         
Mortgagors and the attendant rights, title and interest in and to the list of   
Mortgagors and data relating to their Mortgages shall be retained by the        
Servicer.                                                                       

    Within 70 days of the Closing Date, the Trustee (or its custodian) shall
deliver to the NIMs Insurer, the Depositor, the Master Servicer and the Servicer
the Trustee's Certification, substantially in the form of Exhibit D attached    
hereto, evidencing the completeness of the Mortgage Files, with any exceptions  
noted thereto.                                                                  

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     SECTION 2.03. Representations, Warranties and Covenants of the Depositor.

         (a) The Depositor hereby represents and warrants to the Servicer,
the Master Servicer, the Securities Administrator, the NIMs Insurer and the     
Trustee as follows, as of the date hereof:                                      

        (i) The Depositor is duly organized and is validly existing as a
    corporation in good standing under the laws of the State of Delaware and
  has full power and authority (corporate and other) necessary to own or
      hold its properties and to conduct its business as now conducted by it and
  to enter into and perform its obligations under this Agreement and the
Sale Agreement.                                                     

        (ii) The Depositor has the full corporate power and authority to
execute, deliver and perform, and to enter into and consummate the  
   transactions contemplated by, this Agreement and the Sale Agreement and
   has duly authorized, by all necessary corporate action on its part, the
execution, delivery and performance of this Agreement and the Sale  
  Agreement; and this Agreement and the Sale Agreement, assuming the due
     authorization, execution and delivery hereof by the other parties hereto,
constitutes a legal, valid and binding obligation of the Depositor, 
    enforceable against the Depositor in accordance with its terms, subject,
as to enforceability, to (i) bankruptcy, insolvency, reorganization,
   moratorium and other similar laws affecting creditors' rights generally
    and (ii) general principles of equity, regardless of whether enforcement
is sought in a proceeding in equity or at law.                      

       (iii) The execution and delivery of this Agreement and the Sale
Agreement by the Depositor, the consummation of the transactions    
      contemplated by this Agreement and the Sale Agreement, and the fulfillment
of or compliance with the terms hereof are in the ordinary course of
     business of the Depositor and will not (A) result in a material breach of
   any term or provision of the charter or by-laws of the Depositor or (B)
  materially conflict with, result in a violation or acceleration of, or
result in a material default under, the terms of any other material 
    agreement or instrument to which the Depositor is a party or by which it
     may be bound or (C) constitute a material violation of any statute, order
    or regulation applicable to the Depositor of any court, regulatory body,
   administrative agency or governmental body having jurisdiction over the
      Depositor; and the Depositor is not in breach or violation of any material
   indenture or other material agreement or instrument, or in violation of
any statute, order or regulation of any court, regulatory body,     
  administrative agency or governmental body having jurisdiction over it
      which breach or violation may materially impair the Depositor's ability to
perform or meet any of its obligations under this Agreement.        

         (iv) No litigation is pending, or, to the best of the Depositor's
  knowledge, threatened, against the Depositor that would materially and
adversely affect the execution, delivery or enforceability of this  
Agreement and the Sale Agreement or the ability of the Depositor to 
  perform its obligations under this Agreement and the Sale Agreement in
accordance with the terms hereof.                                   

        (v) No consent, approval, authorization or order of any court or
   governmental agency or body is required for the execution, delivery and
      performance by the Depositor of, or compliance by the Depositor with, this
    Agreement and the Sale Agreement or the consummation of the transactions
   contemplated hereby, or if any such consent, approval, authorization or
 order is required, the Depositor has obtained the same. The Depositor
hereby represents and warrants to the Trustee with respect to each  
  Mortgage Loan as of the Closing Date and following the transfer of the
   Mortgage Loans to it by the Seller, the Depositor had good title to the
Mortgage                                                            

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   Loans and the Mortgage Notes were subject to no offsets, claims, liens,
   mortgage, pledge, charge, security interest, defenses or counterclaims.

     (b) The representations and warranties of the Transferor with
respect to the Mortgage Loans contained in the Transfer Agreement were made as  
of the date of the Transfer Agreement and brought forward to the Closing Date   
pursuant to the Bring Down Letter. The representations and warranties of the    
Transferor with respect to the Mortgage Loans contained in the Bring Down Letter
were made as of the Closing Date. The representations and warranties of the     
Seller with respect to the Mortgage Loans contained in the Sale Agreement were  
made as of the Closing Date.                                                    

      To the extent that any fact, condition or event with respect to a Mortgage
Loan constitutes a breach of a representation or warranty of the Transferor     
under the Transfer Agreement (whether or not such fact, condition or event would
also constitute a breach of a representation or warranty of the Seller under the
Sale Agreement), the only rights or remedies of the Trustee, the NIMs Insurer or
of any Certificateholder shall be first, the Trustee's right to enforce the     
obligations of the Transferor under such applicable representation or warranty  
made by it and, second, only if the Transferor is unable or unwilling to fulfill
its obligations to cure or repurchase such Mortgage Loan, the Trustee shall     
exercise its right to enforce any rights it may have against the Seller under   
the Sale Agreement with respect to such representation or warranty; provided,   
that in the event the Trustee shall have received a copy of any Transferor      
Affirmation Notice, the Trustee shall only be entitled to enforce any rights it 
has against the Transferor under the Transfer Agreement and shall not have any  
rights against the Seller under the Sale Agreement with respect to such         
representation or warranty. To the extent that any fact, condition or event with
respect to a Mortgage Loan constitutes a breach of a representation or warranty 
made by the Seller in the Sale Agreement that does not also constitute a breach 
of a representation or warranty of the Transferor under the Transfer Agreement, 
the Trustee shall enforce any rights it may have against the Seller under the   
Sale Agreement. In furtherance of the above, the Seller expressly acknowledges  
that prior to the issuance of a Transferor Affirmation Notice, it shall be      
obligated and liable to the Trustee, the NIMs Insurer and the Certificateholders
for any breach of a representation or warranty made under the Transfer          
Agreement, but only after the Transferor evidences that it is unwilling or      
unable to fulfill its contractual obligations under the Transfer Agreement. The 
Trustee acknowledges that the Depositor shall have no obligation or liability   
with respect to any breach of any representation or warranty with respect to the
Mortgage Loans (except as set forth in Section 2.03(a)(v)) under any            
circumstances.                                                                  

      In addition to the representations and warranties of the Transferor in the
Transfer Agreement that were brought forward to the Closing Date pursuant to the
Bring Down Letter, with respect to each Mortgage Loan, the Transferor made      
certain additional covenants regarding such Mortgage Loan, as set forth in the  
Transfer Agreement. With respect to any breach of such additional covenants that
materially and adversely affects the interests of the Certificateholders in such
Mortgage Loan, the Seller shall (1) use reasonable efforts to enforce such      
covenant against the Transferor and (2) if the Seller successfully enforces any 
obligation of the Transferor to repurchase such Mortgage Loan, the Seller shall 
repurchase such Mortgage Loan in accordance with this Section 2.03. If the      
Seller does not successfully enforce the obligation, if any, of the Transferor  
to repurchase a Mortgage Loan with respect to any breach of any such additional 
covenants, the Seller shall have no obligation or right to repurchase or cure   
such Mortgage Loan.                                                             

            (c) Upon discovery by any of the Depositor, the Master Servicer, the
Securities Administrator, the Servicer, the NIMs Insurer or the Trustee of a    
breach of any of such representations and warranties that adversely and         
materially affects the value of the related Mortgage Loan, Prepayment Charges or
the interests of the Certificateholders, the party discovering such breach shall
give prompt written notice to the other parties. Within 90 days of the discovery
of such breach of any representation or warranty, the Transferor or the Seller, 
as applicable, shall either (a) cure such breach in all material                

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respects, (b) repurchase such Mortgage Loan or any property acquired in respect 
thereof from the Trustee at the Purchase Price or (c) within the two year period
following the Closing Date, substitute a Replacement Mortgage Loan for the      
affected Mortgage Loan. In the event of discovery of a breach of any            
representation and warranty of the Transferor or the Seller, the Trustee shall  
enforce its rights under the Transfer Agreement or the Sale Agreement for the   
benefit of Certificateholders and the NIMs Insurer. If a breach of the          
representations and warranties set forth in the Transfer Agreement exists solely
due to the unenforceability of a Prepayment Charge, the Trustee shall notify the
NIMs Insurer thereof and not seek to enforce the repurchase remedy provided for 
herein unless directed in writing to do so by the NIMs Insurer. In the event of 
a breach of the representations and warranties with respect to the Mortgage     
Loans set forth in the Transfer Agreement, the Trustee shall, at the request of 
the NIMs Insurer, enforce the right of the Trust Fund and the NIMs Insurer to be
indemnified for such breach of representation and warranty. In the event that   
such breach relates solely to the unenforceability of a Prepayment Charge,      
amounts received in respect of such indemnity up to the amount of such          
Prepayment Charge shall be distributed pursuant to Section 4.04(b)(i). As       
provided in the Sale Agreement, if the Transferor substitutes for a Mortgage    
Loan for which there is a breach of any representations and warranties in the   
Transfer Agreement which adversely and materially affects the value of such     
Mortgage Loan and such substitute mortgage loan is not a Replacement Mortgage   
Loan, under the terms of the Sale Agreement, the Seller will, in exchange for   
such substitute Mortgage Loan, (i) provide the applicable Purchase Price for the
affected Mortgage Loan or (ii) within two years of the Closing Date, substitute 
such affected Mortgage Loan with a Replacement Mortgage Loan. Any such          
substitution shall not be effected prior to the additional delivery to the      
Trustee of a Request for Release substantially in the form of Exhibit I and     
shall not be effected unless it is within two years of the Startup Day. As      
provided in the Sale Agreement, the Seller indemnifies and holds the Trust Fund,
the Trustee, the Depositor, the NIMs Insurer, the Master Servicer, the          
Securities Administrator, the Servicer and each Certificateholder harmless      
against any and all taxes, claims, losses, penalties, fines, forfeitures,       
reasonable legal fees and related costs, judgments, and any other costs, fees   
and expenses that the Trust Fund, the Trustee, the Depositor, the NIMs Insurer, 
the Master Servicer, the Securities Administrator, the Servicer and any         
Certificateholder may sustain in connection with any actions of the Seller      
relating to a repurchase of a Mortgage Loan other than in compliance with the   
terms of this Section 2.03 and the Sale Agreement, to the extent that any such  
action causes (i) any federal or state tax to be imposed on the Trust Fund or   
any REMIC provided for herein, including without limitation, any federal tax    
imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on 
"contributions after the startup day" under Section 860G(d)(1) of the Code, or  
(ii) any REMIC created hereunder to fail to qualify as a REMIC at any time that 
any Certificate is outstanding. In furtherance of the foregoing, if the Seller  
is not a member of MERS and repurchases a Mortgage Loan which is registered on  
the MERS System, the Seller, at its own expense and without any right of        
reimbursement, shall cause MERS to execute and deliver an assignment of the     
Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and
shall cause such Mortgage to be removed from registration on the MERS System in 
accordance with MERS' rules and regulations.                                    

      With respect to any Mortgage Loan repurchased by the Depositor pursuant to
this Agreement, by the Seller pursuant to the Sale Agreement or by the          
Transferor pursuant to the Transfer Agreement, the principal portion of the     
funds received by the Servicer in respect of such repurchase of a Mortgage Loan 
will be considered a Principal Prepayment and shall be deposited by the Servicer
in the Collection Account pursuant to Section 3.05 and the Servicer shall notify
the Securities Administrator of its receipt of the same. The Trustee, upon      
receipt of notice from the Servicer of its receipt of the full amount of the    
Purchase Price for a Deleted Mortgage Loan, or upon receipt of the Mortgage File
for a Replacement Mortgage Loan substituted for a Deleted Mortgage Loan, shall  
release or cause to be released and reassign to the Depositor, the Seller or the
Transferor, as applicable, the related Mortgage File for the Deleted Mortgage   
Loan and shall execute and deliver such instruments of transfer or assignment,  
in each case without recourse, representation or warranty, as shall be necessary
to vest in such party or its                                                    

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designee or assignee title to any Deleted Mortgage Loan released pursuant       
hereto, free and clear of all security interests, liens and other encumbrances  
created by this Agreement, which instruments shall be prepared by the Trustee   
(or its custodian), and neither the Trustee nor the Securities Administrator    
shall not have any further responsibility with respect to the Mortgage File     
relating to such Deleted Mortgage Loan.                                         

 With respect to each Replacement Mortgage Loan to be delivered to the
Trustee (or its custodian) pursuant to the terms of this Article II in exchange 
for a Deleted Mortgage Loan: (i) the Depositor, the Transferor or the Seller, as
applicable, must deliver to the Trustee (or its custodian) the Mortgage File for
the Replacement Mortgage Loan containing the documents set forth in Section 2.01
along with a written certification certifying as to the delivery of such        
Mortgage File and containing the granting language set forth in Section 2.01;   
and (ii) the Depositor will be deemed to have made, with respect to such        
Replacement Mortgage Loan, each of the representations and warranties made by it
with respect to the related Deleted Mortgage Loan. The Trustee (or its          
custodian) shall review the Mortgage File with respect to each Replacement      
Mortgage Loan and certify to the NIMs Insurer and the Depositor that all        
documents required by Section 2.01 have been executed and received.             

 For any month in which the Seller substitutes one or more Replacement
Mortgage Loans for one or more Deleted Mortgage Loans, the Seller will determine
the amount (if any) by which the aggregate principal balance of all such        
Replacement Mortgage Loans as of the date of substitution and the aggregate     
Prepayment Charges with respect to such Replacement Mortgage Loans is less than 
the aggregate Stated Principal Balance (after application of the principal      
portion of the Scheduled Payment due in the month of substitution) and aggregate
Prepayment Charges of all such Deleted Mortgage Loans. An amount equal to the   
aggregate of the deficiencies described in the preceding sentence (such amount, 
the "Substitution Adjustment Amount") plus an amount equal to any unreimbursed  
costs, penalties and/or damages incurred by the Trust Fund in connection with   
any violation relating to such Deleted Mortgage Loan of any predatory or abusive
lending law shall be remitted by the Seller to the Servicer for deposit into the
Collection Account on the Determination Date for the Distribution Date relating 
to the Prepayment Period during which the related Mortgage Loan became required 
to be purchased or replaced hereunder.                                          

Notwithstanding any other provision of this Agreement, the right to 
substitute Mortgage Loans pursuant to this Article II shall be subject to the   
additional limitations that no substitution of a Replacement Mortgage Loan for a
Deleted Mortgage Loan shall be made unless the Trustee, the NIMs Insurer and the
Securities Administrator shall each have received an Opinion of Counsel (at the 
expense of the party seeking to make the substitution) that, under current law, 
such substitution will not (A) affect adversely the status of any REMIC         
established hereunder as a REMIC, or of the related "regular interests" as      
"regular interests" in any such REMIC, or (B) cause any such REMIC to engage in 
a "prohibited transaction" or prohibited contribution pursuant to the REMIC     
Provisions.                                                                     

The Trustee shall cause the Mortgage Loan Schedule to be amended in 
accordance with the terms of this Agreement.                                    

The Seller shall give or cause to be given written notice to the    
Certificateholders and the NIMs Insurer that such substitution has taken place, 
shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted   
Mortgage Loan from the terms of this Agreement and the substitution of the      
Replacement Mortgage Loan or Replacement Mortgage Loans and shall deliver a copy
of such amended Mortgage Loan Schedule to the NIMs Insurer, the Servicer, the   
Master Servicer and the Trustee. Upon such substitution by the Seller, such     
Replacement Mortgage Loan or Replacement Mortgage Loans shall constitute part of
the Mortgage Pool and shall be subject in all respects to the terms of this     
Agreement and the Sale Agreement, including all applicable representations and  
warranties thereof included in the Sale Agreement as of the date of             
substitution.                                                                   

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            (d) It is understood and agreed that the representations, warranties
and indemnification (i) set forth in this Section 2.03, (ii) of the Seller and  
the Depositor set forth in the Sale Agreement and assigned to the Trustee by the
Depositor hereunder and (iii) of the Transferor, assigned by the Seller to the  
Depositor pursuant to the Sale Agreement and assigned to the Trustee by the     
Depositor hereunder shall each survive delivery of the Mortgage Files and the   
Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue  
throughout the term of this Agreement.                                          

            (e) The Depositor shall deliver a copy of the Mortgage Loan Schedule
to the Servicer on the Closing Date.                                            

SECTION 2.04. Representations and Warranties of the Master Servicer;
Representations and Warranties of the Servicer; Representations and Warranties  
of the Securities Administrator.                                                

     (a) The Master Servicer hereby represents and warrants to the
Depositor, the Servicer and the Trustee as follows, as of the date hereof:      

            (i) The Master Servicer is duly organized and is validly
existing as a national banking association and is duly authorized and qualified 
to transact any and all business contemplated by this Agreement to be conducted 
by the Master Servicer.                                                         

                  (ii) The Master Servicer has the power and authority to master
service each Mortgage Loan, and to execute, deliver and perform, and to enter   
into and consummate, the transactions contemplated by this Agreement and has    
duly authorized by all necessary action on the part of the Master Servicer the  
execution, delivery and performance of this Agreement; and this Agreement,      
assuming the due authorization, execution and delivery hereof by the other      
parties hereto, constitutes a legal, valid and binding obligation of the Master 
Servicer, enforceable against the Master Servicer in accordance with its terms, 
except that (A) the enforceability hereof may be limited by bankruptcy,         
insolvency, moratorium, receivership and other similar laws relating to         
creditors' rights generally and (B) the remedy of specific performance and      
injunctive and other forms of equitable relief may be subject to equitable      
defenses and to the discretion of the court before which any proceeding         
hereunder may be brought.                                                       

             (iii) The execution and delivery of this Agreement by the
Master Servicer, the master servicing of the Mortgage Loans under this          
Agreement, the consummation of any other of the transactions contemplated by    
this Agreement, and the fulfillment of or compliance with the terms hereof are  
in the ordinary course of business of the Master Servicer and will not (A)      
result in a material breach of any term or provision of the charter or by-laws  
of the Master Servicer or (B) materially conflict with, result in a material    
breach, violation or acceleration of, or result in a material default under, the
terms of any other material agreement or instrument to which the Master Servicer
is a party or by which it may be bound, or (C) constitute a material violation  
of any statute, order or regulation applicable to the Master Servicer of any    
court, regulatory body, administrative agency or governmental body having       
jurisdiction over the Master Servicer; and the Master Servicer is not in breach 
or violation of any material indenture or other material agreement or           
instrument, or in violation of any statute, order or regulation of any court,   
regulatory body, administrative agency or governmental body having jurisdiction 
over it which breach or violation may materially impair the Master Servicer's   
ability to perform or meet any of its obligations under this Agreement.         

            (iv) The Master Servicer, or an affiliate thereof, is an
approved servicer of mortgage loans for Fannie Mae and for Freddie Mac.         

              (v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened, against the Master Servicer that would        
materially and adversely affect the                                             

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execution, delivery or enforceability of this Agreement or its performance of   
any of its other obligations under this Agreement in accordance with the terms  
hereof.                                                                         

                  (vi) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and      
performance by the Master Servicer of, or compliance by the Master Servicer     
with, this Agreement or the consummation of the transactions contemplated       
hereby, or if any such consent, approval, authorization or order is required,   
the Master Servicer has obtained the same.                                      

         (b) The Servicer hereby represents and warrants to the Depositor,
the Master Servicer, the Securities Administrator and the Trustee as follows, as
of the date hereof:                                                             

                 (i) The Servicer is duly organized and is validly existing as
a limited partnership in good standing under the laws of the State of Delaware  
and is duly authorized and qualified to transact any and all business           
contemplated by this Agreement to be conducted by the Servicer in any state in  
which a Mortgaged Property (or Underlying Mortgaged Property, in the case of a  
Co-op Loan) is located or is otherwise not required under applicable law to     
effect such qualification and, in any event, is in compliance with the doing    
business laws of any such state, to the extent necessary to ensure its ability  
to enforce each Mortgage Loan, to service the Mortgage Loans in accordance with 
the terms of this Agreement and to perform any of its other obligations under   
this Agreement in accordance with the terms hereof.                             

              (ii) The Servicer has the corporate power and authority to
service each Mortgage Loan, and to execute, deliver and perform, and to enter   
into and consummate the transactions contemplated by this Agreement and has duly
authorized by all necessary corporate action on the part of the Servicer the    
execution, delivery and performance of this Agreement; and this Agreement,      
assuming the due authorization, execution and delivery hereof by the other      
parties hereto, constitutes a legal, valid and binding obligation of the        
Servicer, enforceable against the Servicer in accordance with its terms, except 
that (a) the enforceability hereof may be limited by bankruptcy, insolvency,    
moratorium, receivership and other similar laws relating to creditors' rights   
generally and (b) the remedy of specific performance and injunctive and other   
forms of equitable relief may be subject to equitable defenses and to the       
discretion of the court before which any proceeding therefor may be brought.    

             (iii) The execution and delivery of this Agreement by the
Servicer, the servicing of the Mortgage Loans under this Agreement, the         
consummation of any other of the transactions contemplated by this Agreement,   
and the fulfillment of or compliance with the terms hereof are in the ordinary  
course of business of the Servicer and will not (A) result in a material breach 
of any term or provision of the charter or by-laws of the Servicer or (B)       
materially conflict with, result in a material breach, violation or acceleration
of, or result in a material default under, the terms of any other material      
agreement or instrument to which the Servicer is a party or by which it may be  
bound, or (C) constitute a material violation of any statute, order or          
regulation applicable to the Servicer of any court, regulatory body,            
administrative agency or governmental body having jurisdiction over the         
Servicer; and the Servicer is not in breach or violation of any material        
indenture or other material agreement or instrument, or in violation of any     
statute, order or regulation of any court, regulatory body, administrative      
agency or governmental body having jurisdiction over it which breach or         
violation may materially impair the Servicer's ability to perform or meet any of
its obligations under this Agreement.                                           

               (iv) The Servicer is an approved servicer of mortgage loans
for Fannie Mae and is an approved servicer of mortgage loans for Freddie Mac.   

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                  (v) No litigation is pending or, to the best of the Servicer's
knowledge, threatened, against the Servicer that would materially and adversely 
affect the execution, delivery or enforceability of this Agreement or the       
ability of the Servicer to service the Mortgage Loans or to perform any of its  
other obligations under this Agreement in accordance with the terms hereof.     

                  (vi) No consent, approval, authorization 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 hereby, or if any
such consent, approval, authorization or order is required, the Servicer has    
obtained the same.                                                              

                 (vii) The Servicer has fully furnished and will fully furnish
(for the period it serviced the Mortgage Loans), in accordance with the Fair    
Credit Reporting Act and its implementing regulations, accurate and complete    
information (e.g., favorable and unfavorable) on its borrower credit files to   
Equifax, Experian and Trans Union Credit Information Company on a monthly basis.

          (viii) Notwithstanding any state or federal law to the
contrary, the Servicer shall not impose or collect a Prepayment Charge in any   
instance when the mortgage debt is accelerated as the result of the Mortgagor's 
default in making the Mortgage Loan payments.                                   

          (c) The Securities Administrator hereby represents and warrants to
the Depositor, the Master Servicer, the Servicer and the Trustee as of the date 
hereof:                                                                         

             (i) The Securities Administrator is duly organized and is
validly existing as a national banking association and is duly authorized and   
qualified to transact any and all business contemplated by this Agreement to be 
conducted by the Securities Administrator.                                      

                  (ii) The Securities Administrator has the full corporate power
and authority to execute, deliver and perform, and to enter into and consummate,
the transactions contemplated by this Agreement and has duly authorized by all  
necessary corporate action on the part of the Securities Administrator the      
execution, delivery and performance of this Agreement; and this Agreement,      
assuming the due authorization, execution and delivery hereof by the other      
parties hereto, constitutes a legal, valid and binding obligation of the        
Securities Administrator, enforceable against the Securities Administrator in   
accordance with its terms, except that (a) the enforceability hereof may be     
limited by bankruptcy, insolvency, moratorium, receivership and other similar   
laws relating to creditors' rights generally and (b) the remedy of specific     
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any          
proceeding hereunder may be brought.                                            

             (iii) The execution and delivery of this Agreement by the
Securities Administrator, the consummation of any other of the transactions     
contemplated by this Agreement, and the fulfillment of or compliance with the   
terms hereof are in the ordinary course of business of the Securities           
Administrator and will not (A) result in a material breach of any term or       
provision of the charter or by-laws of the Securities Administrator or (B)      
materially conflict with, result in a material breach, violation or acceleration
of, or result in a material default under, the terms of any other material      
agreement or instrument to which the Securities Administrator is a party or by  
which it may be bound, or (C) constitute a material violation of any statute,   
order or regulation applicable to the Securities Administrator of any court,    
regulatory body, administrative agency or governmental body having jurisdiction 
over the Securities Administrator; and the Securities Administrator is not in   
breach or violation of any material indenture or other material agreement or    
instrument, or in violation of any statute, order or regulation of any court,   
regulatory body, administrative agency or governmental body                     

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having jurisdiction over it which breach or violation may materially impair     
the Securities Administrator's ability to perform or meet any of its obligations
under this Agreement.                                                           

        (iv) No litigation is pending or, to the best of the
Securities Administrator's knowledge, threatened, against the Securities        
Administrator that would materially and adversely affect the execution, delivery
or enforceability of this Agreement or the ability of the Securities            
Administrator to perform any of its other obligations under this Agreement in   
accordance with the terms hereof.                                               

                 (v) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and      
performance by the Securities Administrator of, or compliance by the Securities 
Administrator with, this Agreement or the consummation of the transactions      
contemplated hereby, or if any such consent, approval, authorization or order is
required, the Securities Administrator has obtained the same.                   

      SECTION 2.05. Substitutions and Repurchases of Mortgage Loans that are not
"Qualified Mortgages."                                                          

   Upon discovery by the Depositor, the Master Servicer, the Servicer, the
Securities Administrator 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 promptly (and in any event      
within 5 Business Days of discovery) give written notice thereof to the other   
parties. In connection therewith, the Depositor shall, at the Depositor's       
option, either (i) substitute, if the conditions in Section 2.03(c) with respect
to substitutions are satisfied, a Replacement Mortgage Loan for the affected    
Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of  
such discovery in the same manner as it would a Mortgage Loan for a breach of   
representation or warranty contained in Section 2.03. The Trustee, upon the     
written request of the Depositor, shall reconvey to the Depositor 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 contained in Section 2.03.                           

SECTION 2.06. Authentication and Delivery of Certificates.          

   The Trustee acknowledges the transfer and assignment to it of the Trust
Fund and, concurrently with such transfer and assignment, the Securities        
Administrator has caused to be authenticated and delivered to or upon the order 
of the Depositor, in exchange for the Mortgage Loans, Certificates duly         
authenticated by the Securities Administrator in authorized denominations       
evidencing ownership of the entire Trust Fund. The Trustee agrees to hold the   
Trust Fund and exercise the rights referred to above for the benefit of all     
present and future Holders of the Certificates and to perform its duties set    
forth in this Agreement in accordance with the provisions hereof to the best of 
its abilities, to the end that the interests of the Holders may be adequately   
and effectively protected.                                                      

SECTION 2.07. REMIC Elections.                                      

        (a) The Depositor hereby instructs and authorizes the Trustee to
make an appropriate election to treat each of the Upper Tier REMIC and the Lower
Tier REMIC as a REMIC. The Trustee, upon written direction of the Securities    
Administrator, shall sign the returns providing for such elections and such     
other tax or information returns which are required to be signed by the Trustee 
under applicable law. This Agreement shall be construed so as to carry out the  
intention of the parties that each of the Upper Tier REMIC and the Lower Tier   
REMIC be treated as a REMIC at all times prior to the date on which the Trust   
Fund is terminated.                                                             

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     (b) The Preliminary Statement sets forth the designations and
"latest possible maturity date" for federal income tax purposes of all interests
created hereby. The "Startup Day" for purposes of the REMIC Provisions shall be 
the Closing Date. Each REMIC's fiscal year shall be the calendar year.          

      The Lower Tier REMIC shall consist of all of the assets of the Trust Fund,
other than (i) amounts distributable to the Class P Certificates pursuant to    
Section 4.04(b)(i) hereof, (ii) the interests issued by the Lower Tier REMIC,   
(iii) the grantor trusts described in Section 2.07 hereof and (iv) each Cap     
Contract and the Cap Contract Account. The Lower Tier REMIC shall issue the     
Lower Tier REMIC Regular Interests which shall be designated as regular         
interests of such REMIC and shall issue the Class LTR Interest that shall be    
designated as the sole class of residual interest in the Lower Tier REMIC. Each 
of the Lower Tier REMIC Regular Interests shall have the characteristics set    
forth in its definition.                                                        

    The assets of the Upper Tier REMIC shall be the Lower Tier REMIC Regular
Interests. The REMIC Regular Interests shall be designated as the regular       
interests in the Upper Tier REMIC and the Residual Interest shall be designated 
as the sole class of residual interest in the Upper Tier REMIC. For federal     
income tax purposes, (i) the pass-through rate on the REMIC Regular Interests   
represented by the Class A-1 Certificates and on the sole class of residual     
interest in the Upper Tier REMIC shall be subject to a cap equal to the Class   
A-1 Available Funds Cap; (ii) the pass-through rate on the REMIC Regular        
Interests represented by the Class A-2 Certificates shall be subject to a cap   
equal to the Class A-2 Available Funds Cap; and (iii) the pass-through rate on  
the REMIC Regular Interests represented by the Class A-3 Certificates and the   
Subordinate Certificates shall be subject to a cap equal to the Weighted Average
Available Funds Cap.                                                            

The beneficial ownership of the Class LTR Interest and the Residual 
Interest shall be represented by the Class R Certificate. The Class LTR Interest
shall not have a principal balance or bear interest.                            

         (c) The "tax matters person" with respect to the Lower Tier REMIC
and the Upper Tier REMIC for purposes of the REMIC Provisions shall be the      
beneficial owner of the Class R Certificate; provided, however, that the Holder 
of the Class R Certificate, by its acceptance thereof, irrevocably appoints the 
Securities Administrator as its agent and attorney-in-fact to act as "tax       
matters person" with respect to each such REMIC for purposes of the REMIC       
Provisions. If there is more than one beneficial owner of the Class R           
Certificate, the "tax matters person" shall be the Person with the greatest     
percentage interest in the Class R Certificate and, if there is more than one   
such Person, shall be determined under Treasury regulation Section 1.860F-4(d)  
and Treasury regulation Section 301.6231(a)(7)-1.                               

        (d) It is intended that the rights of each Class of the Class A,
Class M and Class B Certificates to receive payments in respect of Excess       
Interest shall be treated as a right in interest rate cap contracts written by  
the Class C Certificateholders in favor of the holders of each Class of the     
Class A, Class M and Class B Certificates and such shall be accounted for as    
property held separate and apart from the regular interests in the Upper Tier   
REMIC held by the holders of the Class A (other than the Class R Certificate),  
Class M Certificates, Class B Certificates and the residual interest in the     
Upper Tier REMIC held by the holder of the Class R Certificate. For information 
reporting requirements, the rights of the Class A, Class M and Class B          
Certificates to receive payments in respect of Excess Interest shall be assumed 
to have zero or a de minimis value. This provision is intended to satisfy the   
requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of   
property rights coupled with REMIC interests to be separately respected and     
shall be interpreted consistently with such regulation. On each Distribution    
Date, to the extent that any of the Class A, Class M and Class B Certificates   
receive payments in respect of Excess Interest, such amounts, to the extent not 
derived from payments on the Cap Contracts, will be treated as distributed by   
the Upper Tier REMIC to the Class C Certificates pro                            

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rata in payment of the amounts specified in Section 4.04(g) and then paid to the
relevant Class of Certificates pursuant to the related interest rate cap        
agreement.                                                                      

            (e) The parties intend that the portion of the Trust Fund consisting
of the Uncertificated Class C Interest, the Cap Contracts, the Cap Contract     
Account, and the obligation of the holders of the Class C Certificates to pay   
amounts in respect of Excess Interest to the holders of the Class A, Class M and
Class B Certificates shall be treated as a "grantor trust" under the Code, for  
the benefit of the holders of the Class C Certificates, and the provisions      
hereof shall be interpreted consistently with this intention. In furtherance of 
such intention, the Securities Administrator shall (i) furnish or cause to be   
furnished to the holders of the Class C Certificates information regarding their
allocable share, if any, of the income with respect to such grantor trust, (ii) 
file or cause to be filed with the Internal Revenue Service Form 1041 (together 
with any necessary attachments) and such other forms as may be applicable and   
(iii) comply with such information reporting obligations with respect to        
payments from such grantor trust to the holders of Class A, Class M, Class B and
Class C Certificates as may be applicable under the Code.                       

            (f) The parties intend that the portion of the Trust Fund consisting
of the right to receive amounts distributable to the Class P Certificates       
pursuant to Section 4.04(b)(i) hereof shall be treated as a "grantor trust"     
under the Code, for the benefit of the holders of the Class P Certificates, and 
the provisions hereof shall be interpreted consistently with this intention. In 
furtherance of such intention, the Securities Administrator shall (i) furnish or
cause to be furnished to the holders of the Class P Certificates information    
regarding their allocable share of the income with respect to such grantor trust
and (ii) file or cause to be filed with the Internal Revenue Service Form 1041  
(together with any necessary attachments) and such other forms as may be        
applicable.                                                                     

(g) [RESERVED]                                          

           (h) All payments of principal and interest at the Net Mortgage Rate
on each of the Mortgage Loans (other than amounts distributable to the Class P  
Certificates pursuant to Section 4.04(b)(i) hereof) received from the Mortgage  
Loans shall be paid to the Lower Tier REMIC Regular Interests until the         
principal balance of all such interests have been reduced to zero and any losses
allocated to such interests have been reimbursed. Any excess amounts shall be   
distributed to the Class LTR Interest. On each Distribution Date, payments and  
losses shall be allocated among the Lower Tier REMIC Regular Interests so that  
(i) each of the Lower Tier REMIC I Marker Interests shall have a principal      
balance equal to 25% of the principal balance of the Corresponding Certificates,
(ii) the Class LTIX 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 Lower Tier REMIC I Marker Interests (if      
necessary to reflect an increase in overcollateralization, accrued and unpaid   
interest on the Class LTIX interest may be added to its principal amount to     
achieve this result) and (iii) the aggregate principal amount of the Class      
LTII1A Interest, Class LTII1B Interest, Class LTII2A Interest, Class LTII2B     
Interest and the Class LTIIX Interest shall equal 50% of the remaining principal
balance of the Mortgage Loans. Distributions and losses allocated to the Lower  
Tier REMIC Regular Interests described in clause (iii) of the preceding sentence
will be allocated among such Lower Tier REMIC Regular Interests in the following
manner: (x) such distributions shall be deemed made to such Lower Tier REMIC    
Regular Interests first, so as to keep the principal balance of the each such   
Lower Tier REMIC Regular Interest with "B" at the end of its designation equal  
to 0.05% of the aggregate scheduled principal balance of the Mortgage Loans in  
the related Mortgage Group and second, to such Lower Tier REMIC Regular         
Interests with "A" at the end of its designation so that the uncertificated     
principal balance of each such Lower Tier REMIC Regular Interest is equal to    
0.05% of the excess of (I) the aggregate scheduled principal balance of the     
Mortgage Loans in the related Mortgage Group over (II) the aggregate principal  
balance of Certificate Group One, in the case of the Class LTII1A Interest, or  

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Certificate Group Two, in the case of the Class LTII2A Interest (except that if 
0.05% of any such excess is greater than the principal amount of the related    
Lower Tier REMIC II Marker Interest with "A" at the end of its designation, the 
least amount of principal shall be distributed to each Lower Tier REMIC II      
Marker Interest with "A" at the end of its designation such that the Lower Tier 
REMIC Subordinated Balance Ratio is maintained) and finally, any remaining      
distributions of principal to the Class LTIIX Interest and (y) such losses shall
be allocated among the Lower Tier REMIC Regular Interests described in clause   
(iii) of the preceding sentence first, so as to keep the principal balance of   
the each such Lower Tier REMIC Regular Interest with "B" at the end of its      
designation equal to 0.05% of the aggregate scheduled principal balance of the  
Mortgage Loans in the related Mortgage Group; second, to such Lower Tier REMIC  
Regular Interests with "A" at the end of its designation so that the            
uncertificated principal balance of each such Lower Tier REMIC Regular Interest 
is equal to 0.05% of the excess of (I) the aggregate scheduled principal balance
of the Mortgage Loans in the related Mortgage Group over (II) the aggregate     
principal balance of Certificate Group One, in the case of the Class LTII1A     
Interest, or Certificate Group Two, in the case of the Class LTII2A Interest    
(except that if 0.05% of any such excess is greater than the principal amount of
the related Lower Tier REMIC II Marker Interest with "A" at the end of its      
designation, the least amount of losses shall be allocated to each Lower REMIC  
II Marker Interest with "A" at the end of its designation such that the Lower   
Tier REMIC Subordinated Balance Ratio is maintained) and finally, any remaining 
losses to the Class LTIIX Interest. Notwithstanding the preceding two sentences,
however, losses not allocated to any Class of Certificates will not be allocated
to any Lower Tier REMIC Regular Interests. All computations with respect to the 
Lower Tier REMIC Regular Interests shall be taken out to ten decimal places.    

   Any available funds remaining in the Lower Tier REMIC on a Distribution
Date after distributions to the Lower Tier REMIC Regular Interests shall be     
distributed to the Class R Certificates in respect of the Class LTR Interest.   

      If on any Distribution Date the Certificate 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 Lower Tier REMIC Regular Interests, with such      
increase allocated (before the making of distributions and the allocation of    
losses on the Lower Tier REMIC Regular Interests on such Distribution Date)     
among the Lower Tier REMIC Regular Interests so that, to the greatest extent    
possible, (i) each of the Lower Tier REMIC I Marker Interests has a principal   
balance equal to 25% of the principal balance of the Corresponding Certificates,
(ii) the Class LTIX 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 Lower Tier REMIC I Marker Interests and (iii)
the aggregate principal amount of the Lower Tier REMIC II Marker Interests and  
the Class LTIIX 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 Lower  
Tier REMIC II Marker Interest with "B" at the end of its designation equals     
0.05% of the aggregate scheduled principal balance of the Mortgage Loans in     
related Mortgage Group, (b) the principal balance of each Lower Tier REMIC II   
Marker Interest with "A" at the end of its designation equals 0.05% of the      
excess of (x) the aggregate scheduled principal balance of the Mortgage Loans in
related Mortgage Group over (y) the aggregate principal balance of Certificate  
Group One in the case of the Class LTII1A Interest, or Certificate Group Two in 
the case of the Class LTII2A Interest and (c) any remaining allocations are made
to the Class LTIIX Interest.                                                    

      For purposes of this Section 2.07, (i) the Class LTII1A Interest and Class
LTII1B Interest shall be related to Group One, and (ii) the Class LTII2A        
Interest and Class LTII2B Interest shall be related to Group Two.               

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            (i) In the event that any REMIC provided for herein 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 NIMs Insurer,
the Trustee, the Securities Administrator, the Master Servicer and the Trust    
Fund against any and all 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 Securities Administrator, the     
Master Servicer, the Depositor or the Holder of the residual interest in such   
REMIC, as applicable, nor for any such Losses resulting from misinformation     
provided by the Holder of the residual interest in such REMIC on which the      
Servicer has relied. The foregoing shall not be deemed to limit or restrict the 
rights and remedies of the Holder of the residual interest in such REMIC 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 those 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).                                              

            (j) In the event that any REMIC provided for herein 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 Securities             
Administrator of its duties and obligations set forth herein, the Securities    
Administrator shall indemnify the NIMs Insurer and the Trust Fund against any   
and all Losses resulting from such negligence; provided, however, that the      
Securities Administrator shall not be liable for any such Losses attributable to
the action or inaction of the Servicer, the Master Servicer, the Depositor, the 
Trustee or the Holder of the residual interest in such REMIC, as applicable, nor
for any such Losses resulting from misinformation provided by the Holder of the 
residual interest in such REMIC on which the Securities Administrator has       
relied. The foregoing shall not be deemed to limit or restrict the rights and   
remedies of the Holder of the residual interest in such REMIC now or hereafter  
existing at law or in equity. Notwithstanding the foregoing, however, in no     
event shall the Securities Administrator 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 those arising out of a negligent performance by the   
Securities Administrator of its duties and obligations set forth herein, and (3)
for any special or consequential damages to Certificateholders (in addition to  
payment of principal and interest on the Certificates).                         

SECTION 2.08. [RESERVED]                                

SECTION 2.09. Covenants of the Servicer.                

The Servicer hereby covenants to each of the other parties to this  
Agreement as follows:                                                           

           (a) the Servicer shall comply in the performance of its obligations
under this Agreement with all reasonable rules and requirements of the insurer  
under each Required Insurance Policy;                                           

        (b) no written information, certificate of an officer, statement
furnished in writing or written report delivered to the Depositor, the Master   
Servicer, the Securities Administrator, the NIMs Insurer or the Trustee, any    
affiliate of the Depositor, the Master Servicer, the Securities Administrator,  
the NIMs Insurer or the Trustee and prepared by the Servicer pursuant to this   
Agreement is inaccurate in                                                      

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any material respect, provided, however, that the Servicer shall not be         
responsible for inaccurate information provided to it by third parties.         

SECTION 2.10. [RESERVED]                                            

     SECTION 2.11. Permitted Activities of the Trust. The Trust is created for
the object and purpose of engaging in the Permitted Activities. In furtherance  
of the foregoing, the Trustee is hereby authorized and directed to execute and  
deliver on behalf of the Trust, and to perform the duties and obligations of the
Trustee under, the Cap Contracts, an insurance and indemnity agreement with a   
NIMs Insurer and any other agreement or instrument related thereto, in each case
in such form as the Depositor shall direct or shall approve, the execution and  
delivery of any such agreement by the Depositor to be conclusive evidence of its
approval thereof.                                                               

      SECTION 2.12. Qualifying Special Purpose Entity. For purposes of SFAS 140,
the parties hereto intend that the Trust Fund shall be treated as a "qualifying 
special purpose entity" as such term is used in SFAS 140 and any successor rule 
thereto and its power and authority as stated in Section 2.11 of this Agreement 
shall be limited in accordance with paragraph 35 thereof.                       

 ARTICLE III

ADMINISTRATION AND SERVICING
 OF MORTGAGE LOANS

SECTION 3.01. Servicer to Service Mortgage Loans.                   

   For and on behalf of the Certificateholders, the Servicer shall service
and administer the Mortgage Loans, including without limitation, any powers of  
attorney, in accordance with Accepted Servicing Practices. In connection with   
such servicing and administration, the Servicer shall have full power and       
authority, acting alone and/or through subservicers as provided in Section 3.02 
hereof, to do or cause to be done any and all things that it may deem necessary 
or desirable in connection with such servicing and administration, including but
not limited to, the power and authority, subject to the terms hereof (i) to     
execute and deliver, on behalf of the Certificateholders and the Trustee,       
customary consents or waivers and other instruments and documents, (ii) to      
consent to transfers of any Mortgaged Property (or the stock allocated to a     
dwelling unit related to a Co-op Loan) and assumptions of the Mortgage Notes and
related Mortgages (but only in the manner provided in this Agreement), (iii) to 
collect any Insurance Proceeds and other Liquidation Proceeds and (iv) subject  
to Section 3.12(a), to effectuate foreclosure or other conversion of the        
ownership of the Mortgaged Property (or the stock allocated to a dwelling unit  
related to a Co-op Loan) securing any Mortgage Loan; provided that, subject to  
Section 6.03, the Servicer shall not take any action that is inconsistent with  
or prejudices the interests of the Trust Fund or the Certificateholders in any  
Mortgage Loan serviced by it under this Agreement or the rights and interests of
the other parties to this Agreement except as otherwise required by this        
Agreement or by law. The Servicer shall not make or permit any modification,    
waiver or amendment of any term of any Mortgage Loan which would cause any of   
the REMICs provided for herein to fail to qualify as a REMIC or result in the   
imposition of any tax under Section 860G(a) or 860G(d) of the Code. The Servicer
shall represent and protect the interest of the Trust Fund in the same manner as
it currently protects its own interest in mortgage loans in its own portfolio in
any claim, proceeding or litigation regarding a Mortgage Loan, but in any case  
not in any manner that is a lesser standard than that provided in the first     
sentence of this Section 3.01. Without limiting the generality of the foregoing,
the Servicer, in its own name or in the name of the Depositor and the Trustee,  
is hereby authorized and empowered by the Depositor and the Trustee, when the   
Servicer believes it appropriate in its reasonable judgment, to execute and     
deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any 
of them, any and all instruments of                                             

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satisfaction or cancellation, or of partial or full release or discharge,       
subordinations and all other comparable instruments, with respect to the        
Mortgage Loans, and with respect to the Mortgaged Properties held for the       
benefit of the Certificateholders. The Servicer shall prepare and deliver to the
Depositor, the Securities Administrator and/or the Trustee such documents       
requiring execution and delivery by any or all of them as are necessary or      
appropriate to enable the Servicer to service and administer the Mortgage Loans,
including without limitation, any powers of attorney. Upon receipt of such      
documents, the Depositor, the Securities Administrator and/or the Trustee shall 
execute such documents and deliver them to the Servicer. For purposes of this   
Section 3.01, the Trustee hereby grants to the Servicer a limited power of      
attorney in the form of Exhibit P to execute and file any and all documents     
necessary to fulfill the obligations of the Servicer under this Section 3.01.   

    The Trustee shall deliver Powers of Attorney in the form attached hereto
as Exhibit P to the Servicer promptly after the Closing Date and additional     
Powers of Attorney promptly after request therefor by the Servicer.             

     In accordance with the standards of the preceding paragraph, the Servicer
shall advance or cause to be advanced funds as necessary for the purpose of     
effecting the payment of taxes and assessments on the Mortgaged Properties,     
which advances shall be reimbursable in the first instance from related         
collections from the Mortgagors pursuant to Section 3.06, and further as        
provided in Section 3.08. To the extent that a Mortgage does not provide for    
escrow payments, (i) the Servicer shall determine whether any such payments are 
made by the Mortgagor in a manner and at a time that is necessary to avoid the  
loss of the Mortgaged Property due to a tax sale or to foreclosure as a result  
of a tax lien and (ii) the Servicer shall ensure that all insurance required to 
be maintained on the Mortgaged Property pursuant to this Agreement is           
maintained. If any such payment has not been made and the Servicer receives     
notice of a tax lien being imposed with respect to the Mortgage Loan, 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.                                                             

All costs incurred by the Servicer, if any, in effecting the timely 
payments of taxes and assessments on the Mortgaged Properties and related       
insurance premiums shall not, for the purpose of calculating monthly            
distributions to the Certificateholders, be added to the Stated Principal       
Balance under the related Mortgage Loans, notwithstanding that the terms of such
Mortgage Loans so permit.                                                       

  In the event that the Mortgage Loan Documents relating to any Mortgage
Loan contain provisions requiring the related Mortgagor to submit to binding    
arbitration any disputes arising in connection with such Mortgage Loan, the     
Servicer shall be entitled to waive any such provisions on behalf of the Trust  
and to send written notice of such waiver to the related Mortgagor, although the
Mortgagor may still require arbitration of such disputes at its option.         

 The Servicer shall not be required to make any Servicing Advance with
respect to a Mortgage Loan that is 150 days or more delinquent.                 

    The Servicer shall have at least 30 days' notice of the appointment of a
NIMs Insurer prior to being required to deliver any notices pursuant to this    
Agreement to such NIMs Insurer.                                                 

 The Servicer shall deliver a list of Servicing Officers to the Master
Servicer and the Trustee by the Closing Date.                                   

The Servicer will transmit full-file credit reporting data for each 
Mortgage Loan pursuant to Fannie Mae Guide Announcement 97-02 and for each      
Mortgage Loan, the Servicer agrees that it shall                                

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report one of the following statuses each month as follows: current, delinquent 
(30-, 60-, 90-days, etc.), foreclosed or charged-off.                           

      The Servicer further is authorized and empowered by the Trustee, on behalf
of the Certificateholders and the Trustee, in its own name or in the name of the
Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,        
believes it is appropriate in its best judgment to register any Mortgage Loan on
the MERS System, or cause the removal from the registration of any Mortgage Loan
on the MERS System, to execute and deliver, on behalf of the Trustee and the    
Certificateholders or any of them, any and all instruments of assignment,       
release and other comparable instruments with respect to such assignment,       
release or re-recording of a Mortgage in the name of MERS, solely as nominee for
the Trustee and its successors and assigns. Any reasonable expenses incurred in 
connection with the actions described in the preceding sentence or as a result  
of MERS discontinuing or becoming unable to continue operations in connection   
with the MERS System, shall be subject to withdrawal by the Servicer from the   
Collection Account (provided that such expenses constitute "unanticipated       
expenses" within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)).

   In connection with any modification pursuant to this Section and to the
extent there are any unreimbursed Advances or Servicing Advances, the Servicer  
shall reimburse itself for such amounts from the Collection Account.            

    SECTION 3.02. Servicing and Subservicing; Enforcement of the Obligations
of Servicer.                                                                    

         (a) The Servicer may arrange for the subservicing of any Mortgage
Loan by a subservicer, which may be an affiliate (each, a "subservicer")        
pursuant to a Subservicing Agreement (each, a "Subservicing Agreement");        
provided, however, that (i) such subservicing arrangement and the terms of the  
related Subservicing Agreement must provide for the servicing of such Mortgage  
Loans in a manner consistent with the servicing arrangements contemplated       
hereunder, (ii) that such agreement would not result in a withdrawal or         
downgrading by any Rating Agency of the ratings of any Certificates or any of   
the NIM Notes evidenced by a letter to that effect delivered by each Rating     
Agency to the Depositor and the NIMs Insurer and (iii) the NIMs Insurer shall   
have consented to such Subservicing Agreement, which consent shall not be       
unreasonably withheld. Notwithstanding the provisions of any Subservicing       
Agreement, any of the provisions of this Agreement relating to agreements or    
arrangements between the Servicer and a subservicer or reference to actions     
taken through a subservicer or otherwise, the Servicer shall remain obligated   
and liable to the Depositor, the Master Servicer, the Trustee and the           
Certificateholders for the servicing and administration of the Mortgage Loans in
accordance with the provisions of this Agreement without diminution of such     
obligation or liability by virtue of such Subservicing Agreements or            
arrangements or by virtue of indemnification from the subservicer and to the    
same extent and under the same terms and conditions as if the Servicer alone    
were servicing and administering the Mortgage Loans. Every Subservicing         
Agreement entered into by the Servicer shall contain a provision giving any     
successor servicer the option to terminate such agreement, with the consent of  
the NIMs Insurer (which consent shall not be unreasonably withheld), in the     
event a successor servicer is appointed. All actions of the each subservicer    
performed pursuant to the related Subservicing Agreement shall be performed as  
an agent of the Servicer with the same force and effect as if performed directly
by the Servicer. The Servicer shall deliver to the NIMs Insurer and the Master  
Servicer copies of all Subservicing Agreements. The Trustee, the Master Servicer
and the Securities Administrator shall have no obligations, duties or           
liabilities with respect to a subservicer, including, without limitation, any   
obligation, duty or liability to monitor such subservicer or to pay a           
subservicer's fees and expenses.                                                

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           (b) For purposes of this Agreement, the Servicer shall be deemed to
have received any collections, recoveries or payments with respect to the       
Mortgage Loans that are received by a subservicer regardless of whether such    
payments are remitted by the subservicer to the Servicer.                       

   SECTION 3.03. Rights of the Depositor, the Securities Administrator and
the Trustee in Respect of the Servicer.                                         

    None of the Securities Administrator, the Trustee or the Depositor shall
have any responsibility or liability for any action or failure to act by the    
Servicer, and none of them is obligated to supervise the performance of the     
Servicer hereunder or otherwise.                                                

SECTION 3.04. Master Servicer to Act as Servicer.                   

    Subject to Sections 6.04, 7.03 and 11.02, in the event that the Servicer
shall, for any reason, no longer be the servicer hereunder (including by reason 
of an Event of Default), the Master Servicer or its designee shall, within a    
period of time not to exceed ninety (90) days from the date of notice of        
termination or resignation, thereupon assume all of the rights and obligations  
of the Servicer hereunder arising thereafter (except that the Master Servicer   
shall not be (i) liable for losses of the Servicer pursuant to Section 3.10     
hereof or any acts or omissions of any predecessor servicer hereunder, (ii)     
obligated to make Advances if it is prohibited from doing so by applicable law, 
(iii) obligated to effectuate repurchases or substitutions of Mortgage Loans    
hereunder, including pursuant to Section 2.02 or 2.03 hereof, (iv) responsible  
for any expenses of the Servicer pursuant to Section 2.03 or (v) deemed to have 
made any representations and warranties hereunder, including pursuant to Section
2.04 or the first paragraph of Section 6.02 hereof; provided, however that the  
Master Servicer (subject to clause (ii) above) or its designee, in its capacity 
as the successor servicer, shall immediately assume the Servicer's obligation to
make Advances and Servicing Advances). No such termination or resignation shall 
affect any obligation of the Servicer to pay amounts owed under this Agreement  
and to perform its duties under this Agreement until its successor assumes all  
of its rights and obligations hereunder. If the Servicer shall for any reason no
longer be the servicer (including by reason of any Event of Default), the Master
Servicer (or any other successor servicer) may, at its option, succeed to any   
rights and obligations of the Servicer under any subservicing agreement in      
accordance with the terms thereof; provided, however, that the Master Servicer  
(or any other successor servicer) shall not incur any liability or have any     
obligations in its capacity as servicer under a subservicing agreement arising  
prior to the date of such succession unless it expressly elects to succeed to   
the rights and obligations of the Servicer thereunder; and the Servicer shall   
not thereby be relieved of any liability or obligations under the subservicing  
agreement arising prior to the date of such succession. To the extent any costs 
or expenses, including without limitation Servicing Transfer Costs incurred by  
the Master Servicer in connection with this Section 3.04 or Section 11.02, are  
not paid by the Servicer pursuant to this Agreement within 30 days of the date  
of the Master Servicer's invoice thereof, such amounts shall be payable out of  
the Certificate Account; provided that the terminated servicer shall reimburse  
the Trust Fund for any such expense incurred by the Trust Fund upon receipt of a
reasonably detailed invoice evidencing such expenses. If the Master Servicer is 
unwilling or unable to act as servicer, the Master Servicer shall seek to       
appoint a successor servicer that is eligible in accordance with the criteria   
specified in this Agreement and reasonably acceptable to the NIMs Insurer.      

The Servicer shall, upon request of the Master Servicer, but at the 
expense of the Servicer, deliver to the assuming party all documents and records
relating to each subservicing agreement and the Mortgage Loans then being       
serviced and otherwise use its best efforts to effect the orderly and efficient 
transfer of the subservicing agreement to the assuming party.                   

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Notwithstanding anything to the contrary above, the Trustee and the 
Depositor hereby agree that within 10 Business Days of delivery to the Trustee  
by the Servicing Rights Pledgee of a letter signed by the Servicer whereby 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 in Section 7.03 of this
Agreement) and the Servicing Rights Pledgee agrees to be subject to the terms of
this Agreement.                                                                 

   SECTION 3.05. Collection of Mortgage Loan Payments; Collection Account;
Certificate Account.                                                            

         (a) The Servicer shall make reasonable efforts in accordance with
Accepted Servicing Practices to collect all payments called for under the terms 
and provisions of the Mortgage Loans to the extent such procedures shall be     
consistent with this Agreement and the terms and provisions of any related      
Required Insurance Policy. Consistent with the foregoing and subject to Section 
3.01, the Servicer may in its discretion (i) waive any late payment charge or,  
if applicable, any default interest charge, or (ii) extend the due dates for    
payments due on a Mortgage Note for a period not greater than 180 days;         
provided, however, that any extension pursuant to clause (ii) above shall not   
affect the amortization schedule of any Mortgage Loan for purposes of any       
computation hereunder, except as provided below; provided, further, that the    
NIMs Insurer's prior written consent shall be required for any modification,    
waiver or amendment after the Cut-off Date if the aggregate number of           
outstanding Mortgage Loans which have been modified, waived or amended exceeds  
5% of the number of Mortgage Loans as of the Cut-Off Date. In the event of any  
such arrangement pursuant to clause (ii) above, subject to Section 4.01, the    
Servicer shall make any Advances on the related Mortgage Loan during the        
scheduled period in accordance with the amortization schedule of such Mortgage  
Loan without modification thereof by reason of such arrangements.               
Notwithstanding the foregoing, in the event that any Mortgage Loan is in default
or, in the judgment of the Servicer, such default is reasonably foreseeable, the
Servicer, consistent with the standards set forth in Section 3.01, may also     
waive, modify or vary any term of such Mortgage Loan (including modifications   
that would change the Mortgage Rate, forgive the payment of principal or        
interest or extend the final maturity date of such Mortgage Loan), accept       
payment from the related Mortgagor of an amount less than the Stated Principal  
Balance in final satisfaction of such Mortgage Loan, or consent to the          
postponement of strict compliance with any such term or otherwise grant         
indulgence to any Mortgagor (any and all such waivers, modifications, variances,
forgiveness of principal or interest, postponements, or indulgences collectively
referred to herein as "forbearance"), provided, however, that in no event shall 
the Servicer grant any such forbearance (other than as permitted by the second  
sentence of this Section) with respect to any one Mortgage Loan more than once  
in any 12 month period or more than three times over the life of such Mortgage  
Loan, and provided, further, that in determining which course of action         
permitted by this sentence it shall pursue, the Servicer shall adhere to the    
standards of Section 3.01. In connection with any modification pursuant to this 
Section 3.05(a) and to the extent there are any unreimbursed Advances, the      
Servicer shall reimburse itself for such amounts from the Collection Account.   

        (b) The Servicer will not waive any Prepayment Charge or portion
thereof unless, (i) the enforceability thereof shall have been limited by       
bankruptcy, insolvency, moratorium, receivership and other similar laws relating
to creditors' rights generally or is otherwise prohibited by law, or (ii) the   
collectability thereof shall have been limited due to acceleration in connection
with a foreclosure or other involuntary payment, or (iii) in the Servicer's     
reasonable judgment as described in Section 3.01 hereof, (x) such waiver relates
to a default or a reasonably foreseeable default, (y) such waiver would maximize
recovery of total proceeds taking into account the value of such Prepayment     
Charge and related Mortgage Loan and (z) doing so is standard and customary in  
servicing similar Mortgage Loans (including any waiver of a Prepayment Charge in
connection with a refinancing of a                                              

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Mortgage Loan that is related to a default or a reasonably foreseeable default),
or (iv) sufficient information is not made available to enable it to collect the
Prepayment Charge. Except as provided in the preceding sentence, in no event    
will the Servicer waive a Prepayment Charge in connection with a refinancing of 
a Mortgage Loan that is not related to a default or a reasonably foreseeable    
default. If the Servicer waives or does not collect all or a portion of a       
Prepayment Charge relating to a Principal Prepayment in full or in part due to  
any action or omission of the Servicer, other than as provided above, the       
Servicer shall deposit the amount of such Prepayment Charge (or such portion    
thereof as had been waived for deposit) into the Collection Account for         
distribution in accordance with the terms of this Agreement.                    

      (c) The Servicer shall not be required to institute or join in
litigation with respect to collection of any payment (whether under a Mortgage, 
Mortgage Note or otherwise or against any public or governmental authority with 
respect to a taking or condemnation) if it reasonably believes that enforcing   
the provision of the Mortgage or other instrument pursuant to which such payment
is required is prohibited by applicable law.                                    

      (d) The Servicer shall establish and maintain so long as it is
acting as servicer hereunder, on behalf of the Trustee for the benefit of the   
Certificateholders, the Collection Account. The Servicer shall deposit into the 
Collection Account, within two Business Days of receipt thereof, in immediately 
available funds, the following payments and collections received or made by it  
on and 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, other than principal due on the Mortgage    
Loans on or prior to the Cut-off Date;                                          

                  (ii) all payments on account of interest on the Mortgage Loans
net of the related Servicing Fee permitted under Section 3.15, other than (x)   
interest due on the Mortgage Loans on or prior to the Cut-off Date and (y)      
Prepayment Interest Excess;                                                     

             (iii) all Liquidation Proceeds, other than proceeds to be
applied to the restoration or repair of the Mortgaged Property (or Underlying   
Mortgaged Property, in the case of a Co-op Loan) or released to either the      
Mortgagor or the holder of a senior lien on the Mortgaged Property (or          
Underlying Mortgaged Property, in the case of a Co-op Loan) in accordance with  
the Servicer's normal servicing procedures;                                     

(iv) all Subsequent Recoveries;             

(v) all Compensating Interest;              

            (vi) any amount required to be deposited by the Servicer
pursuant to Section 3.05(f) in connection with any losses on Permitted          
Investments;                                                                    

              (vii) any amounts required to be deposited by the Servicer
pursuant to Section 3.10 hereof;                                                

          (viii) all Purchase Prices and Substitution Adjustment
Amounts;                                                                        

              (ix) all Advances made by the Servicer pursuant to Section
4.01;                                                                           

(x) all Prepayment Charges;                 

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          (xi) all net monthly rental income from REO Properties
required to be deposited by the Servicer pursuant to Section 3.12; and          

               (xii) any other amounts required to be deposited hereunder.

The foregoing requirements for remittance by the Servicer into the  
Collection Account shall be exclusive, it being understood and agreed that,     
without limiting the generality of the foregoing, all servicing-related fees,   
including all late payment charges, insufficient funds charges, customary real  
estate referral fees and payments in the nature of assumption fees (i.e. fees   
related to the assumption of a Mortgage Loan upon the purchase of the related   
Mortgaged Property or stock allocated to a dwelling unit in the case of a Co-op 
Loan), modification fees, extension fees and other similar ancillary fees and   
charges (other than Prepayment Charges) if collected, and any Prepayment        
Interest Excess need not be remitted by the Servicer. Rather, such fees and     
charges and similar amounts may be retained by the Servicer as additional       
servicing compensation. In the event that the Servicer shall remit any amount   
not required to be remitted and not otherwise subject to withdrawal pursuant to 
Section 3.08 hereof, it may at any time withdraw or direct the Trustee, or such 
other institution maintaining the Collection Account, to withdraw such amount   
from the Collection Account, any provision herein to the contrary               
notwithstanding. The Servicer shall maintain adequate records with respect to   
all withdrawals made pursuant to this Section. All funds deposited in the       
Collection Account shall be held in trust for the Certificateholders until      
withdrawn in accordance with Section 3.08. In no event shall the Trustee incur  
liability for withdrawals from the Collection Account at the direction of the   
Servicer.                                                                       

The Servicer shall give notice to the NIMs Insurer, the Securities  
Administrator and the Trustee of the location of the Collection Account         
maintained by it when established and prior to any change thereof. Not later    
than twenty days after each Distribution Date, the Servicer shall forward to the
NIMs Insurer, and upon request, to the Securities Administrator, the Trustee and
the Depositor the most current available bank statement for the Collection      
Account. Copies of such statement shall be provided by the Securities           
Administrator to any Certificateholder and to any Person identified to the      
Securities Administrator as a prospective transferee of a Certificate, upon     
request at the expense of the requesting party, provided such statement is      
delivered by the Servicer to the Securities Administrator.                      

         (e) The Securities Administrator shall establish and maintain, on
behalf of the Certificateholders, the Certificate Account. The Securities       
Administrator shall, promptly upon receipt, deposit or cause to be deposited in 
the Certificate Account and retain therein the following:                       

               (i) the aggregate amount withdrawn by the Servicer from the
Collection Account and required to be deposited in the Certificate Account;     

              (ii) any amount required to be deposited by the Securities
Administrator pursuant to Section 3.05(g) in connection with any losses on      
Permitted Investments; and                                                      

         (iii) the Optional Termination Amount received by the
Securities Administrator pursuant to Section 9.01.                              

   Any amounts received by the Securities Administrator prior to 1:00 p.m.
New York City time (or such earlier deadline for investment in the Permitted    
Investments designated by the Securities Administrator) which are required to be
deposited in the Certificate Account by the Servicer or Master Servicer shall be
invested in Permitted Investments on the Business Day on which they were        
received. The foregoing requirements for remittance by the Servicer and Master  
Servicer and deposit by the Servicer and Master Servicer into the Certificate   
Account shall be exclusive. In the event that the Servicer or the Master        
Servicer shall remit any amount not required to be remitted and not otherwise   

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subject to withdrawal pursuant to Section 3.08 hereof, it may at any time       
withdraw such amount from the Certificate Account, any provision herein to the  
contrary notwithstanding. All funds deposited in the Certificate Account shall  
be held by the Securities Administrator in trust for the Certificateholders     
until disbursed in accordance with this Agreement or withdrawn in accordance    
with Section 3.08. In no event shall the Securities Administrator incur         
liability for withdrawals from the Certificate Account at the direction of the  
Servicer or the Master Servicer. The Securities Administrator shall give notice 
to the NIMs Insurer, the Master Servicer and the Servicer of the location of the
Certificate Account maintained by it when established and prior to any change   
thereof.                                                                        

                 (f) Each institution that maintains the Collection Account or
the Certificate Account shall invest the funds in each such account as directed 
by the Servicer or the Securities Administrator, as applicable, in writing, in  
Permitted Investments, which shall mature not later than (i) in the case of the 
Collection Account the Business Day preceding the related Servicer Remittance   
Date (except that if such Permitted Investment is an obligation of the          
institution that maintains such Collection Account or is otherwise immediately  
available, then such Permitted Investment shall mature not later than the       
Servicer Remittance Date) and (ii) in the case of the Certificate Account, the  
Business Day immediately preceding the first Distribution Date that follows the 
date of such investment (except that if such Permitted Investment is an         
obligation of the institution that maintains such Certificate Account or is     
otherwise immediately available, then such Permitted Investment shall mature not
later than such Distribution Date) and, in each case, shall not be sold or      
disposed of prior to its maturity. All such Permitted Investments shall be made 
in the name of the Servicer, or the Securities Administrator, as applicable, for
the benefit of the Certificateholders. All income and gain net of any losses    
realized from amounts on deposit in the Collection Account shall be for the     
benefit of the Servicer as servicing compensation and shall be remitted to it or
withdrawn by it monthly as provided herein. The amount of any losses incurred in
the Collection Account in respect of any such investments shall be deposited by 
the Servicer in the Collection Account out of the Servicer's own funds          
immediately as realized.                                                        

           (g) All income and gain net of any losses realized from
amounts on deposit in the Certificate Account shall be for the benefit of (i)   
the Servicer to the extent such income and gain (net of any losses) relates to  
the period from the Servicer Remittance Date to but not including the Business  
Day immediately preceding the related Distribution Date and (ii) the Securities 
Administrator to the extent such income and gain (net of any losses) relates to 
any other period. Any amounts in such Certificate Account earned for the benefit
of the Servicer shall be remitted by the Securities Administrator to the        
Servicer not later than the third Business Day of the month immediately         
succeeding the month in which such amounts were earned. The amount of any losses
incurred in the Certificate Account in respect of any such investments shall be 
deposited by the Servicer and/or the Securities Administrator, as applicable, in
the Certificate Account out of the Securities Administrator's own funds         
immediately as realized; provided that the Securities Administrator shall be    
reimbursed by the Servicer for any such losses which relate to the period from  
the Servicer Remittance Date to but not including the Business Day immediately  
preceding the related Distribution Date.                                        

    SECTION 3.06. Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.                                                                       

   To the extent required by the related Mortgage Note, the Servicer shall
establish and maintain one or more accounts (each, an "Escrow Account") and     
deposit and retain therein all collections from the Mortgagors (or advances by  
the Servicer) for the payment of taxes, assessments, hazard insurance premiums  
or comparable items for the account of the Mortgagors. Nothing herein shall     
require the Servicer to compel a Mortgagor to establish an Escrow Account in    
violation of applicable law.                                                    

    Withdrawals of amounts so collected from the Escrow Accounts may be made
only to effect timely payment of taxes, assessments, insurance premiums,        
condominium or PUD association dues, or                                         

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comparable items, to reimburse the Servicer out of related collections for any  
payments made pursuant to Sections 3.01 hereof (with respect to taxes,          
assessments, dues or comparable items and insurance premiums) and 3.10 hereof   
(with respect to hazard insurance), to refund to any Mortgagors any sums as may 
be determined to be overages, to pay interest, if required by law or the terms  
of the related Mortgage or Mortgage Note, to Mortgagors on balances in the      
Escrow Account to withdraw funds deposited in error or amounts previously       
deposited but returned as unpaid due to a "not sufficient funds" or other denial
by the related Mortgagor's banking institution or to clear and terminate the    
Escrow Account at the termination of this Agreement in accordance with Section  
9.01 hereof. The Escrow Accounts shall not be a part of the Trust Fund.         

   SECTION 3.07. Access to Certain Documentation and Information Regarding
the Mortgage Loans.                                                             

Upon reasonable advance notice in writing if required by federal    
regulation, the Servicer will provide to each Certificateholder that is a       
savings and loan association, bank or insurance company certain reports and     
reasonable access to information and documentation regarding the Mortgage Loans 
sufficient to permit such Certificateholder to comply with applicable           
regulations of the OTS or other regulatory authorities with respect to          
investment in the Certificates; provided, that the Servicer shall be entitled to
be reimbursed by each such Certificateholder for actual expenses incurred by the
Servicer in providing such reports and access.                                  

SECTION 3.08. Permitted Withdrawals from the Collection Account and 
Certificate Account.                                                            

         (a) The Servicer may from time to time, make withdrawals from the
Collection Account for the following purposes (the order below not constituting 
an order of priority):                                                          

                 (i) to pay to the Servicer (to the extent not previously paid
to or withheld by the Servicer), as servicing compensation in accordance with   
Section 3.15, that portion of any payment or recovery of interest on a Mortgage 
Loan that equals the Servicing Fee for the period with respect to which such    
interest payment or recovery was made or allocated, and, as additional servicing
compensation, those other amounts set forth in Section 3.15;                    

                 (ii) to reimburse the Servicer for Advances made by it (or to
reimburse the Advance Financing Person for Advances made by it) with respect to 
the Mortgage Loans, such right of reimbursement pursuant to this subclause (ii) 
being limited to amounts received on particular Mortgage Loan(s) (including, for
this purpose, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds)  
that represent late recoveries of payments of principal and/or interest on such 
particular Mortgage Loan(s) in respect of which any such Advance was made;      

           (iii) to reimburse the Servicer for any Non-Recoverable
Advance previously made and any Non-Recoverable Servicing Advances previously   
made to the extent that, in the case of Non-Recoverable Servicing Advances,     
reimbursement therefor constitutes "unanticipated expenses" within the meaning  
of Treasury Regulation Section 1.860G-1(b)(3)(ii);                              

                (iv) to pay to the Servicer earnings on or investment income
with respect to funds in or credited to the Collection Account;                 

             (v) to reimburse the Servicer from Insurance Proceeds for
Insured Expenses covered by the related Insurance Policy;                       

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             (vi) to pay the Servicer any unpaid Servicing Fees and to
reimburse it for any unreimbursed Servicing Advances (to the extent that        
reimbursement for Servicing Advances would constitute an "unanticipated expense"
within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii)), the      
Servicer's right to reimbursement of Servicing Advances pursuant to this        
subclause (vi) with respect to any Mortgage Loan being limited to amounts       
received on particular Mortgage Loan(s)(including, for this purpose, Liquidation
Proceeds and purchase and repurchase proceeds) that represent late recoveries of
the payments for which such advances were made pursuant to Section 3.01 or      
Section 3.06;                                                                   

                 (vii) to pay to the Depositor or the Servicer, as applicable,
with respect to each Mortgage Loan or property acquired in respect thereof that 
has been purchased pursuant to Section 2.02, 2.03 or 3.12, all amounts received 
thereon and not taken into account in determining the related Stated Principal  
Balance of such repurchased Mortgage Loan;                                      

              (viii) to reimburse the Servicer, the Master Servicer, the
Securities Administrator or the Depositor for expenses incurred by any of them  
in connection with the Mortgage Loans or the Certificates and reimbursable      
pursuant to Section 3.25 or Section 6.03 hereof;                                

          (ix) to reimburse the Trustee for enforcement expenses
reasonably incurred in respect of a breach or defect giving rise to the purchase
obligation in Section 2.03 that were incurred in the Purchase Price of the      
Mortgage Loans including any expenses arising out of the enforcement of the     
purchase obligation; provided that any such expenses will be reimbursable under 
this subclause (ix) only to the extent that such expenses would constitute      
"unanticipated expenses" within the meaning of Treasury Regulation Section      
1.860G-1(b)(3)(ii) if paid by one of the REMICs provided for herein;            

                  (x) to withdraw any amount deposited in the Collection Account
and not required to be deposited therein;                                       

        (xi) to withdraw funds deposited in error or amounts
previously deposited but returned as unpaid due to a "not sufficient funds" or  
other denial by the related Mortgagor's banking institution;                    

            (xii) to clear and terminate the Collection Account upon
termination of this Agreement pursuant to Section 9.01 hereof;                  

                 (xiii) to reimburse itself for Advances or Servicing Advances
from amounts in the Collection Account held for future distributions that were  
not included in Available Funds for the preceding Distribution Date. An amount  
equal to the amount withdrawn from the Collection Account pursuant to this      
subclause (xiii) shall be deposited in the Collection Account by the Servicer on
the next succeeding Distribution Date on which funds are to be distributed to   
Certificateholders; and                                                         

                (xiv) to reimburse itself from any amounts in the Collection
Account for any prior Advances or Servicing Advances made by the Servicer that  
have not otherwise been reimbursed to the Servicer at the time a Mortgage Loan  
is modified.                                                                    

In addition, no later than 12:00 p.m. Eastern Time on the Servicer  
Remittance Date, the Servicer shall cause to be withdrawn from the Collection   
Account the Interest Funds and the Principal Funds to the extent on deposit, and
such amount shall be deposited in the Certificate Account; provided, however, if
the Securities Administrator does not receive such Interest Funds and Principal 
Funds by 2:00 p.m. Eastern Time, such Interest Funds and Principal Funds shall  
be deposited in the Certificate Account on the next Business Day.               

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   The Servicer shall keep and maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from  
the Collection Account.                                                         

The Servicer shall provide written notification to the Securities   
Administrator on or prior to the next succeeding Servicer Remittance Date upon  
making any withdrawals from the Collection Account pursuant to subclauses (iii) 
and (viii) above.                                                               

  In the event of any failure by the Servicer to remit to the Securities
Administrator for deposit into the Certificate Account any amounts (including   
any Advance) required to be so remitted by the Servicer on the Servicer         
Remittance Date, the Servicer shall pay to the Securities Administrator, for its
own account, interest on such amounts at the "prime rate" (as specified in the  
New York edition of The Wall Street Journal) until such failure is remedied.    

   Unless otherwise specified, any amounts reimbursable to the Servicer or
the Securities Administrator from amounts on deposit in the Collection Account  
or the Certificate Accounts shall be deemed to come from first, Interest Funds, 
and thereafter, Principal Funds for the related Distribution Date.              

      (b) The Securities Administrator shall withdraw funds from the
Certificate Account for distribution to the Certificateholders in the manner    
specified in this Agreement (and shall withhold from the amounts so withdrawn,  
the amount of any taxes that it is authorized to retain pursuant to this        
Agreement). In addition, the Securities Administrator may from time to time make
withdrawals from the Certificate Account for the following purposes (the order  
below not constituting an order of priority):                                   

           (i) to withdraw any amount deposited in the Certificate
Account and not required to be deposited therein;                               

            (ii) to clear and terminate the Certificate Account upon
termination of the Agreement pursuant to Section 9.01 hereof (after paying all  
amounts necessary to the Trustee, the Securities Administrator, the Master      
Servicer or the Servicer in connection with any such termination);              

               (iii) to reimburse the Securities Administrator, the Master
Servicer or the Trustee for any fees, expenses and indemnification reimbursable 
pursuant to this Agreement, including without limitation Sections 3.04, 6.03,   
8.05, 8.06 and 11.02 hereof; and                                                

                (iv) to pay to the Servicer or the Securities Administrator,
as applicable, earnings on or investment income with respect to funds in or     
credited to the Certificate Account as provided in Section 3.05(g).             

SECTION 3.09. [RESERVED]                                            

SECTION 3.10. Maintenance of Hazard Insurance.                      

   The Servicer shall cause to be maintained, for each first lien Mortgage
Loan (other than a Co-op Loan), fire and hazard insurance with extended coverage
in an amount that is at least equal to the lesser of (i) the replacement value  
of the improvements that are part of such Mortgaged Property, or (ii) the       
greater of (a) the outstanding principal balance of the Mortgage Loan and (b) an
amount such that the proceeds of such policy shall be sufficient to prevent the 
related Mortgagor and/or mortgagee from becoming a co-insurer or (iii) the      
amount required under applicable HUD/FHA regulations. Each policy of standard   
hazard insurance shall contain, or have an accompanying endorsement that        
contains, a standard                                                            

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mortgagee clause. The Servicer shall also cause flood insurance to be maintained
on property acquired upon foreclosure or deed in lieu of foreclosure of any     
Mortgage Loan, to the extent described below. Pursuant to Section 3.05 hereof,  
any amounts collected by the Servicer under any such policies (other than the   
amounts to be applied to the restoration or repair of the related Mortgaged     
Property or property thus acquired or amounts released to the Mortgagor in      
accordance with the Servicer's normal servicing procedures) shall be deposited  
in the Collection Account. Any cost incurred by the Servicer in maintaining any 
such insurance shall not, for the purpose of calculating monthly distributions  
to the Certificateholders or remittances to the Trustee for their benefit, be   
added to the principal balance of the Mortgage Loan, notwithstanding that the   
terms of the Mortgage Loan so permit. Such costs shall be recoverable by the    
Servicer out of late payments by the related Mortgagor or out of Liquidation    
Proceeds to the extent and as otherwise permitted by Section 3.08 hereof. It is 
understood and agreed that no earthquake or other additional insurance is to be 
required of any Mortgagor or maintained on property acquired in respect of a    
Mortgage other than pursuant to such applicable laws and regulations as shall at
any time be in force and as shall require such additional insurance. If the     
Mortgaged Property is located at the time of origination of the Mortgage Loan in
a federally designated special flood hazard area and such area is participating 
in the national flood insurance program, the Servicer shall cause flood         
insurance to be maintained with respect to such first lien Mortgage Loan. Such  
flood insurance shall be in an amount equal to the lesser of (i) the original   
principal balance of the related Mortgage Loan, (ii) the replacement value of   
the improvements that are part of such Mortgaged Property, or (iii) the maximum 
amount of such insurance available for the related Mortgaged Property under the 
Flood Disaster Protection Act of 1973, as amended.                              

     In the event that the Servicer shall obtain and maintain a blanket policy
insuring against hazard losses on all of the Mortgage Loans, it shall           
conclusively be deemed to have satisfied its obligations as set forth in the    
first sentence of this Section 3.10, it being understood and agreed that such   
policy may contain a deductible clause on terms substantially equivalent to     
those commercially available and maintained by comparable servicers. If such    
policy contains a deductible clause, the Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy       
complying with the first sentence of this Section 3.10, and there shall have    
been a loss that would have been covered by such policy, deposit in the         
Collection Account the amount not otherwise payable under the blanket policy    
because of such deductible clause. In connection with its activities as servicer
of the Mortgage Loans, the Servicer agrees to present, on behalf of itself, the 
Depositor and the Securities Administrator for the benefit of the               
Certificateholders, claims under any such blanket policy.                       

    SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption Agreements.

          (a) Except as otherwise provided in this Section 3.11(a), when any
property subject to a Mortgage has been or is about to be conveyed by the       
Mortgagor, the Servicer shall to the extent that it has knowledge of such       
conveyance, enforce any due-on-sale clause contained in any Mortgage Note or    
Mortgage, but only to the extent that such enforcement will not adversely affect
or jeopardize coverage under any Required Insurance Policy; 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, which shall be reimbursable as a Servicing Advance  
(to the extent it is an "unanticipated expense" within the meaning of Treasury  
Regulation Section 1.860G-1(b)(3)(ii)), delivered to the Securities             
Administrator, Master Servicer, Trustee and the Depositor shall conclusively    
establish the reasonableness of such belief to the extent permitted under       
applicable law. Notwithstanding the foregoing, the Servicer is not required to  
exercise such rights with respect to a Mortgage Loan if the Person to whom the  
related Mortgaged Property (or stock allocated to a dwelling unit, in the case  
of a Co-op Loan) has been conveyed or is proposed to be conveyed satisfies the  
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage                            

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Note or Mortgage is not otherwise so required under such Mortgage Note or       
Mortgage as a condition to such transfer. In the event that the Servicer is     
prohibited by law from enforcing any such due-on-sale clause, or if coverage    
under any Required Insurance Policy would be adversely affected, or if          
nonenforcement is otherwise permitted hereunder, the Servicer is authorized,    
subject to Section 3.11(b), to take or enter into an assumption and modification
agreement from or 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 state law, the Mortgagor remains      
liable thereon, provided that the Mortgage Loan shall continue to be covered (if
so covered before the Servicer enters such agreement) by the applicable Required
Insurance Policies. The Servicer, subject to Section 3.11(b), is also authorized
with the prior approval of the insurers under any Required Insurance Policies 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 Mortgage Note.            
Notwithstanding the foregoing, the Servicer shall not be deemed to be in default
under this Section 3.11(a) by reason of any transfer or assumption that the     
Servicer reasonably believes it is restricted by law from preventing.           

            (b) Subject to the Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.11(a) hereof, in any case in which a       
Mortgaged Property (or stock allocated to a dwelling unit, in the case of Co-op 
Loan) has been conveyed to a Person by a Mortgagor, and such Person is to enter 
into an assumption agreement or modification agreement or supplement to the     
Mortgage Note or Mortgage that requires the signature of the Trustee, or if an  
instrument of release signed by the Trustee is required releasing the Mortgagor 
from liability on the Mortgage Loan, the Servicer shall prepare and deliver or  
cause to be prepared and delivered to the Trustee for signature and shall       
direct, in writing, the Trustee to execute the assumption agreement with the    
Person to whom the Mortgaged Property (or the stock allocated to a dwelling     
unit, in the case of a Co-op Loan) is to be conveyed and such modification      
agreement or supplement to the Mortgage Note or Mortgage or other instruments as
are reasonable or necessary to carry out the terms of the Mortgage Note or      
Mortgage or otherwise to comply with any applicable laws regarding assumptions  
or the transfer of the Mortgaged Property (or stock allocated to a dwelling     
unit, in the case of a Co-op Loan) to such Person. In connection with any such  
assumption, no material term of the Mortgage Note (including, but not limited   
to, the Mortgage Rate, the amount of the Scheduled Payment, the Maximum Rate,   
the Minimum Rate, the Gross Margin, the Periodic Rate Cap, the Adjustment Date, 
any prepayment penalty and any other term affecting the amount or timing of     
payment on the Mortgage Loan) may be changed. The Servicer shall notify the     
Trustee and the NIMs Insurer that any such substitution or assumption agreement 
has been completed by forwarding to the Trustee (with a copy to the NIMs        
Insurer) the original of such substitution or assumption agreement, which in the
case of the original shall be added to the related Mortgage File and 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. Any fee collected by the Servicer for entering into an assumption or
substitution of liability agreement will be retained by the Servicer as         
additional servicing compensation.                                              

     SECTION 3.12. Realization Upon Defaulted Mortgage Loans; Determination of
Excess Proceeds.                                                                

         (a) The Servicer shall use reasonable efforts consistent with the
servicing standard set forth in Section 3.01 to foreclose upon or otherwise     
comparably convert the ownership of properties securing such of the Mortgage    
Loans as come into and continue in default and as to which no satisfactory      
arrangements can be made for collection of Delinquent payments. In connection   
with such foreclosure or other conversion, the Servicer shall follow such       
practices and procedures as it shall deem necessary or advisable and as shall be
normal and usual in its general mortgage servicing activities and the           
requirements of the insurer under any Required Insurance Policy; provided,      
however, that the                                                               

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Servicer shall not be required to expend its own funds in connection with the   
restoration of any property that shall have suffered damage due to an uninsured 
cause unless it shall determine (i) that such restoration will increase the     
proceeds of liquidation of the Mortgage Loan after reimbursement to itself of   
such expenses and (ii) that such expenses will be recoverable to it through     
Liquidation Proceeds (respecting which it shall have priority for purposes of   
withdrawals from the Collection Account pursuant to Section 3.08 hereof). The   
Servicer shall be responsible for all other costs and expenses incurred by it in
any such proceedings; provided, however, that it shall be entitled to           
reimbursement thereof from the proceeds of liquidation of the related Mortgaged 
Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan)   
and if applicable, as a Non-Recoverable Servicing Advance, as contemplated in   
Section 3.08 hereof. If the Servicer has knowledge that a Mortgaged Property (or
Underlying Mortgaged Property, in the case of a Co-op Loan) that the Servicer is
contemplating acquiring in foreclosure or by deed-in-lieu of foreclosure is     
located within a one-mile radius of any site with environmental or hazardous    
waste risks known to the Servicer, the Servicer will, prior to acquiring the    
Mortgaged Property (or stock allocated to a dwelling unit, in the case of a     
Co-op Loan), consider such risks and only take action in accordance with        
Accepted Servicing Practices.                                                   

      With respect to any REO Property, the deed or certificate of sale shall be
taken in the name of the Trustee or its nominee. Pursuant to its efforts to sell
such REO Property, the Servicer shall either itself or through an agent selected
by the Servicer protect and conserve such REO Property in the same manner and to
such extent as is customary in the locality where such REO Property is located  
and may, incident to its conservation and protection of the interests of the    
Certificateholders, rent the same, or any part thereof, as the Servicer deems to
be in the best interest of the Servicer and the Certificateholders for the      
period prior to the sale of such REO Property. The Servicer or its affiliate may
receive usual and customary real estate referral fees for real estate brokers in
connection with the listing and disposition of REO Property. The Servicer shall 
prepare a statement with respect to each REO Property that has been rented      
showing the aggregate rental income received and all expenses incurred in       
connection with the management and maintenance of such REO Property at such     
times as is necessary to enable the Servicer to comply with the reporting       
requirements of the REMIC Provisions. The net monthly rental income, if any,    
from such REO Property shall be deposited in the Collection Account no later    
than the close of business on the Determination Date immediately following the  
month concerned. The Servicer shall perform the tax reporting and withholding   
related to foreclosures, abandonments and cancellation of indebtedness income as
specified by Sections 1445, 6050J and 6050P of the Code by preparing and filing 
such tax and information returns, as may be required.                           

      In the event that the Trust Fund acquires any Mortgaged Property (or stock
allocated to a dwelling unit, in the case of a Co-op Loan) as aforesaid or      
otherwise in connection with a default or imminent default on a Mortgage Loan,  
the Servicer shall dispose of such Mortgaged Property (or stock allocated to a  
dwelling unit, in the case of a Co-op Loan) prior to the expiration of three    
years from the end of the year of its acquisition by the Trust Fund or, at the  
expense of the Trust Fund, obtain, in accordance with applicable procedures for 
obtaining an automatic extension of the grace period, more than 60 days prior to
the day on which such three-year period would otherwise expire, an extension of 
the three-year grace period, in which case such property must be disposed of    
prior to the end of such extension, unless the Trustee and the NIMs Insurer     
shall have been supplied with an Opinion of Counsel (such Opinion of Counsel not
to be an expense of the Master Servicer, Securities Administrator, Trustee or   
the NIMs Insurer), to the effect that the holding by the Trust Fund of such     
Mortgaged Property (or stock allocated to a dwelling unit, in the case of a     
Co-op Loan) subsequent to such three-year period or extension will not result in
the imposition of taxes on "prohibited transactions" of the Trust Fund or any of
the REMICs provided for herein as defined in section 860F of the Code or cause  
any of the REMICs provided for herein 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 Mortgaged Property (or stock allocated to a dwelling unit, in the  
case of a Co-op Loan) (subject to any conditions contained in such Opinion of   

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Counsel). Notwithstanding any other provision of this Agreement, no Mortgaged   
Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan)   
acquired by the Trust Fund shall be held, rented (or allowed to continue to be  
rented) or otherwise used for the production of income by or on behalf of the   
Trust Fund in such a manner or pursuant to any terms that would (i) cause such  
Mortgaged Property (or stock allocated to a dwelling unit, in the case of a     
Co-op Loan) to fail to qualify as "foreclosure property" within the meaning of  
section 860G(a)(8) of the Code or (ii) subject the Trust Fund or any REMIC      
provided for herein to the imposition of any federal, state or local income     
taxes on the income earned from such Mortgaged Property (or stock allocated to a
dwelling unit, in the case of a Co-op Loan) under section 860G(c) of the Code or
otherwise, unless the Servicer or the Depositor has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any such taxes. The   
Servicer shall have no liability for any losses resulting from a foreclosure on 
a second lien Mortgage Loan, if any, in connection with the foreclosure of the  
related first lien mortgage loan that is not a Mortgage Loan if the Servicer    
does not receive notice of such foreclosure action.                             

  The decision of the Servicer to foreclose on a defaulted Mortgage Loan
shall be subject to a determination by the Servicer that the proceeds of such   
foreclosure would exceed the costs and expenses of bringing such a proceeding.  
The income earned from the management of any Mortgaged Properties acquired      
through foreclosure or other judicial proceeding, net of reimbursement to the   
Servicer for expenses incurred (including any property or other taxes) in       
connection with such management and net of unreimbursed Servicing Fees,         
Advances, Servicing Advances and any management fee paid or to be paid with     
respect to the management of such Mortgaged Property (or stock allocated to a   
dwelling unit, in the case of Co-op Loan), shall be applied for the purpose of  
the Trust Fund to the payment of principal of, and interest on, the related     
defaulted Mortgage Loans (with interest accruing as though such Mortgage Loans  
were still current) and all such net income shall be deemed, for all purposes   
and as between the parties to this Agreement, to be payments on account of      
principal and interest on the related Mortgage Notes and shall be deposited into
the Collection Account. To the extent that any such net income received during a
Prepayment Period is in excess of the amount attributable to amortizing         
principal and accrued interest at the related Mortgage Rate on the related      
Mortgage Loan, such excess shall be considered to be a partial Principal        
Prepayment for all purposes hereof.                                             

    The Liquidation Proceeds from any liquidation of a Mortgage Loan, net of
any payment to the Servicer as provided above, shall be deposited in the        
Collection Account on the next succeeding Determination Date following receipt  
thereof for distribution on the related Distribution Date.                      

  The proceeds of any Liquidated Loan, as well as any recovery resulting
from a partial collection of Liquidation Proceeds and any net income from an REO
Property, will be applied as between the parties in the following order of      
priority: first, to reimburse the Servicer for any related unreimbursed         
Servicing Advances and unpaid Servicing Fees, pursuant to Section 3.08(a)(vi) or
this Section 3.12; second, to reimburse the Servicer for any unreimbursed       
Advances, pursuant to Section 3.08(a)(ii) or this Section 3.12; third, to any   
Prepayment Charges and then to accrued and unpaid interest (to the extent no    
Advance has been made for such amount) on the Mortgage Loan or related REO      
Property, at the applicable Net Mortgage Rate to the Due Date occurring in the  
month in which such amounts are required to be distributed; and fourth, as a    
recovery of principal of the Mortgage Loan.                                     

        (b) On each Determination Date, the Servicer shall determine the
respective aggregate amounts of Excess Proceeds, if any, that occurred in the   
related Prepayment Period.                                                      

         (c) The Servicer, in its sole discretion, shall have the right to
elect (by written notice sent to the Trustee, the Master Servicer and the       
Securities Administrator) to purchase for its own account from the Trust Fund   
any Mortgage Loan that is 90 days or more Delinquent or REO Property for which  
the Servicer has accepted a deed-in-lieu of foreclosure at a price equal to the 
Purchase Price.                                                                 

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The Purchase Price for any Mortgage Loan or REO Property purchased hereunder    
shall be delivered to the Securities Administrator for deposit to the           
Certificate Account and the Trustee (or its custodian), upon receipt of such    
confirmation of deposit and a Request for Release from the Servicer in the form 
of Exhibit I hereto, shall release or cause to be released to the Servicer the  
related Mortgage File and shall execute and deliver such instruments of transfer
or assignment prepared by the Servicer, in each case without recourse,          
representation or warranty, as shall be necessary to vest in the Servicer any   
Mortgage Loan or REO Property released pursuant hereto and the Servicer shall   
succeed to all the Trustee's right, title and interest in and to such Mortgage  
Loan and all security and documents related thereto. Such assignment shall be an
assignment outright and not for security. The Servicer shall thereupon own such 
Mortgage Loan, and all security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto. The Servicer shall  
not use any procedure in selecting Mortgage Loans to be repurchased which is    
materially adverse to the interests of the Certificateholders.                  

       (d) With respect to such of the Mortgage Loans as come into and
continue in default, the Servicer will decide, in its reasonable business       
judgment, whether to (i) foreclose upon the Mortgaged Properties securing those 
Mortgage Loans pursuant to Section 3.12(a), (ii) write off the unpaid principal 
balance of the Mortgage Loans as bad debt (unless the Servicer, after making a  
reasonable estimate of the expected recovery, determines that foreclosure       
proceedings or other liquidation of the related Mortgaged Property would yield a
net recovery), (iii) take a deed in lieu of foreclosure, (iv) accept a short    
sale or short refinance; (v) arrange for a repayment plan, or (vi) agree to a   
modification of such Mortgage Loan.                                             

         (e) Any Mortgage Loan that is charged off, pursuant to (d) above,
may continue to be serviced by the Servicer for the Certificateholders using    
specialized collection procedures (including foreclosure, if appropriate). The  
Servicer will be entitled to Servicing Fees and reimbursement of expenses in    
connection with such Mortgage Loans after the date of charge off, only to the   
extent of funds available from any recoveries on all such Mortgage Loans.       

   In the event that the Servicer (or an affiliate of the Servicer) is the
owner of more than 50% of the Class of Certificates which is then currently in a
first loss position and such party is deemed to be the "Primary Beneficiary" as 
defined in FIN 40, the provisions of the preceding paragraph shall not apply and
the Servicer (or an affiliate of the Servicer), in its sole discretion, shall   
have the right to elect to purchase for its own account from the Trust Fund any 
Mortgage Loan that is 120 days or more Delinquent or REO Property 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 (as defined below) 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 3.12, the Servicer shall be        
required to continue to make monthly advances pursuant to Section 4.01. 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 any Mortgage Loan or REO        
Property pursuant to this paragraph at a price equal to the Purchase Price. The 
Purchase Price for any Mortgage Loan or REO Property purchased hereunder shall  
be delivered to the Securities Administrator for deposit in the Certificate     
Account. The Securities Administrator shall notify the Trustee of such deposit. 
The Trustee, upon receipt of notice of such deposit and a Request for Release   
from the Servicer in the form of Exhibit I hereto, shall release or cause to be 
released to the Servicer the related Mortgage File and shall execute and deliver
such instruments of transfer or assignment prepared                             

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by the Servicer, in each case without recourse, representation or warranty, as  
shall be necessary to vest in the Servicer any Mortgage Loan or REO Property    
released pursuant hereto and the Servicer shall succeed to all the Trustee's    
right, title and interest in and to such Mortgage Loan and all security and     
documents related thereto. The provisions in this paragraph shall only apply if 
Litton Loan Servicing LP is the servicer.                                       

SECTION 3.13. Trustee to Cooperate; Release of Mortgage Files.      

Upon the payment in full of any Mortgage Loan, 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 will promptly notify the Trustee or   
its designee by delivering a Request for Release substantially in the form of   
Exhibit I. Upon receipt of two copies of such request, the Trustee or its       
designee shall promptly release the related Mortgage File to the Servicer, and  
the Servicer is authorized to cause the removal from the registration on the    
MERS System of any such Mortgage if applicable, and the Servicer, on behalf of  
the Trustee shall execute and deliver the request for reconveyance, deed of     
reconveyance or release or satisfaction of mortgage or such instrument releasing
the lien of the Mortgage together with the Mortgage Note with written evidence  
of cancellation thereon. Expenses incurred in connection with any instrument of 
satisfaction or deed of reconveyance shall be chargeable to the Mortgagor to the
extent permitted by law, and otherwise to the Trust Fund to the extent such     
expenses constitute "unanticipated expenses" within the meaning of Treasury     
Regulations Section 1.860G-(1)(b)(3)(ii). From time to time and as shall be     
appropriate for the servicing or foreclosure of any Mortgage Loan, including for
such purpose, collection under any policy of flood insurance, any fidelity bond 
or errors or omissions policy, or for the purposes of effecting a partial       
release of any Mortgaged Property from the lien of the Mortgage or the making of
any corrections to the Mortgage Note or the Mortgage or any of the other        
documents included in the Mortgage File, the Trustee or its designee shall, upon
delivery to the Trustee or its designee of a Request for Release in the form of 
Exhibit I signed by a Servicing Officer, release the Mortgage File to the       
Servicer. Subject to the further limitations set forth below, the Servicer shall
cause the Mortgage File or documents so released to be returned to the Trustee  
or its designee when the need therefor by the Servicer no longer exists, unless 
the Mortgage Loan is liquidated and the proceeds thereof are deposited in the   
Collection Account.                                                             

    Each Request for Release may be delivered to the Trustee or its designee
(i) via mail or courier, (ii) via facsimile or (iii) by such other means,       
including, without limitation, electronic or computer readable medium, as the   
Servicer and the Trustee or its designee shall mutually agree. The Trustee or   
its designee shall promptly release the related Mortgage File(s) within five (5)
Business Days of receipt of a properly completed Request for Release pursuant to
clauses (i), (ii) or (iii) above. Receipt of a properly completed Request for   
Release shall be authorization to the Trustee or its designee to release such   
Mortgage Files, provided the Trustee or its designee has determined that such   
Request for Release has been executed, with respect to clauses (i) or (ii)      
above, or approved, with respect to clause (iii) above, by an authorized        
Servicing Officer of the Servicer, and so long as the Trustee or its designee   
complies with its duties and obligations under the agreement. If the Trustee or 
its designee is unable to release the Mortgage Files within the period          
previously specified, the Trustee or its designee shall immediately notify the  
Servicer indicating the reason for such delay. If the Servicer is required to   
pay penalties or damages due to the Trustee or its designee's negligent failure 
to release the related Mortgage File or the Trustee or its designee's negligent 
failure to execute and release documents in a timely manner, the Trustee or its 
designee, shall be liable for such penalties or damages respectively caused by  
it.                                                                             

On each day that the Servicer remits to the Trustee or its designee 
Requests for Releases pursuant to clauses (ii) or (iii) above, the Servicer     
shall also submit to the Trustee or its designee a summary of the total number  
of such Requests for Releases requested on such day by the same method as       
described in such clauses (ii) and (iii).                                       

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     If the Servicer at any time seeks to initiate a foreclosure proceeding in
respect of any Mortgaged Property (or stock allocated to a dwelling unit, in the
case of a Co-op Loan) as authorized by this Agreement, the Servicer may deliver 
or cause to be delivered to the Trustee or its designee, for signature, as      
appropriate or on behalf of the Trustee, execute any court pleadings, requests  
for trustee's sale or other documents necessary to effectuate such foreclosure  
or any legal action brought to obtain judgment against the Mortgagor on the     
Mortgage Note or the Mortgage or to obtain a deficiency judgment or to enforce  
any other remedies or rights provided by the Mortgage Note or the Mortgage or   
otherwise available at law or in equity. Notwithstanding the foregoing, the     
Servicer shall cause possession of any Mortgage File or of the documents therein
that shall have been released by the Trustee or its designee to be returned to  
the Trustee promptly after possession thereof shall have been released by the   
Trustee or its designee unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the   
Collection Account, and the Servicer shall have delivered to the Trustee or its 
designee a Request for Release in the form of Exhibit I or (ii) the Mortgage    
File or document shall have been delivered to an attorney or to a public trustee
or other public official as required by law for purposes of initiating or       
pursuing legal action or other proceedings for the foreclosure of the Mortgaged 
Property (or stock allocated to a dwelling unit, in the case of a Co-op Loan)   
and the Servicer shall have delivered to the Trustee or its designee an         
Officer's Certificate of a Servicing Officer certifying as to the name and      
address of the Person to which the Mortgage File or the documents therein were  
delivered and the purpose or purposes of such delivery.                         

      SECTION 3.14. Documents, Records and Funds in Possession of Servicer to be
Held for the Trustee.                                                           

   All Mortgage Files and funds collected or held by, or under the control
of, the Servicer in respect of any Mortgage Loans, whether from the collection  
of principal and interest payments or from Liquidation Proceeds, including but  
not limited to, any funds on deposit in the Collection Account, shall be held by
the Servicer for and on behalf of the Trustee and shall be and remain the sole  
and exclusive property of the Trust Fund, subject to the applicable provisions  
of this Agreement. The Servicer also agrees that it shall not create, incur or  
subject any Mortgage File or any funds that are deposited in the Collection     
Account or Certificate Account or in any Escrow Account, or any funds that      
otherwise are or may become due or payable to the Trustee or the Securities     
Administrator for the benefit of the Certificateholders, to any claim, lien,    
security interest, judgment, levy, writ of attachment or other encumbrance, or  
assert by legal action or otherwise any claim or right of set off against any   
Mortgage File or any funds collected on, or in connection with, a Mortgage Loan,
except, however, that the Servicer shall be entitled to set off against and     
deduct from any such funds any amounts that are properly due and payable to the 
Servicer under this Agreement.                                                  

SECTION 3.15. Servicing Compensation.                               

As compensation for its activities hereunder, the Servicer shall be 
entitled to retain or withdraw from the Collection Account out of each payment  
or recovery of interest on a Mortgage Loan included in the Trust Fund an amount 
equal to interest at the applicable Servicing Fee Rate on the Stated Principal  
Balance of the related Mortgage Loan as of the immediately preceding            
Distribution Date.                                                              

      Additional servicing compensation in the form of any Excess Proceeds, late
payment fees, assumption fees (i.e. fees related to the assumption of a Mortgage
Loan upon the purchase of the related Mortgaged Property (or stock allocated to 
a dwelling unit, in the case of Co-op Loan)), modification fees, customary real 
estate referral fees, extension fees and similar fees payable by the Mortgagor, 
Prepayment Interest Excess, and all income and gain net of any losses realized  
from Permitted Investments in the Collection Account shall be retained by the   
Servicer to the extent not required to be deposited in the Collection Account   
pursuant to Sections 3.05 or 3.12(a) hereof. In addition, the Servicer shall be 
entitled                                                                        

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to income and gain from amounts on deposit in the Certificate Account during the
period from the Servicer Remittance date to but not including the Business Day  
immediately preceding the related Distribution Date as described in Section     
3.05(g). The Servicer shall be required to pay all expenses incurred by it in   
connection with its servicing activities hereunder (including payment of any    
premiums for hazard insurance, as required by Section 3.10 hereof and           
maintenance of the other forms of insurance coverage required by Section 3.10   
hereof) and shall not be entitled to reimbursement therefor except as           
specifically provided in this Agreement. In no event shall the Trustee or the   
Securities Administrator be liable for any Servicing Fee or for any differential
between the Servicing Fee and the amount necessary to induce a successor        
servicer to act as successor servicer under this Agreement.                     

SECTION 3.16. Access to Certain Documentation.                      

The Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders of the Certificates and the examiners
and supervisory agents of the OTS, the FDIC and such other authorities, access  
to the documentation regarding the Mortgage Loans required by applicable        
regulations of the OTS and the FDIC. Such access shall be afforded without      
charge, but only upon reasonable and prior written request and during normal    
business hours at the offices of the Servicer designated by it provided, that   
the Servicer shall be entitled to be reimbursed by each such Certificateholder  
for actual expenses incurred by the Servicer in providing such reports and      
access. Nothing in this Section shall limit the obligation of the Servicer to   
observe any applicable law prohibiting disclosure of information regarding the  
Mortgagors and the failure of the Servicer to provide access as provided in this
Section as a result of such obligation shall not constitute a breach of this    
Section.                                                                        

SECTION 3.17. Annual Statement as to Compliance.                    

    Pursuant to this Agreement, the Servicer shall deliver to the Depositor,
the Securities Administrator, the Master Servicer and the Trustee on or before  
March 15 of each year beginning in 2006, or such other date in order to remain  
in compliance with the Section 302 Requirements, an Officer's Certificate       
stating, as to each signatory thereof, that (i) a review of the activities of   
the Servicer during the preceding calendar year and of performance under this   
Agreement or a similar agreement has been made under such officer's supervision,
and (ii) to the best of such officers' knowledge, based on such review, the     
Servicer has fulfilled all of its obligations under this Agreement throughout   
such year, or, if there has been a default in the fulfillment of any such       
obligation, specifying each such default known to such officers and the nature  
and status thereof. The Master Servicer shall forward a copy of each such       
statement received by it to each Rating Agency. Copies of such statement shall  
be provided by the Securities Administrator to any Certificateholder upon       
written request at the Certificateholder's expense, provided such statement has 
been delivered by the Servicer to the Securities Administrator.                 

     SECTION 3.18. Annual Independent Public Accountants' Servicing Statement;
Financial Statements.                                                           

    On or before March 15 of each year, beginning in 2006 or such other date
in order to remain in compliance with the Section 302 Requirements, the Servicer
at its expense shall cause a nationally recognized firm of independent public   
accountants (who may also render other services to the Servicer or any Affiliate
thereof) that is a member of the American Institute of Certified Public         
Accountants to furnish a USAP Report to the Securities Administrator, the       
Trustee, the Master Servicer and the Depositor. Copies of the USAP Report shall 
be provided by the Securities Administrator to any Certificateholder upon       
request at the Certificateholder's expense, provided such report has been       
delivered by the Servicer to the Securities Administrator. The Trustee shall    
deliver to the NIMs Insurer upon written request: (i) a copy of such USAP       
Report, and (ii) the Servicer's annual officer's certificate as to compliance   
with this Agreement provided by the Servicer to the Trustee pursuant to Section 
3.17. In                                                                        

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addition, at the NIMs Insurer's written request, the Servicer shall deliver     
copies of evidence of the Servicer's fidelity bond or errors and omissions      
insurance coverage to the NIMs Insurer.                                         

SECTION 3.19. Rights of the NIMs Insurer.                           

    Each of the rights of the NIMs Insurer set forth in this agreement shall
exist so long as the NIM Notes issued pursuant to the Indenture remain          
outstanding or the NIMs Insurer is owed amounts in respect of its guarantee of  
payment on such NIM notes.                                                      

SECTION 3.20. [RESERVED]                                            

SECTION 3.21. Annual Certificate by Securities Administrator.       

   For so long as the Master Servicer and the Securities Administrator are
the same Person, the Securities Administrator shall not be required to satisfy  
or perform the terms of Section 3.21(a) and (b).                                

       (a) On or before March 15 of each year (commencing in 2006), an
officer of the Securities Administrator shall execute and deliver an Officer's  
Certificate, signed by a Responsible Officer of the Securities Administrator or 
any officer to whom that officer reports, to the Depositor and the Master       
Servicer for the benefit of the Depositor and the Master Servicer and their     
respective officers, directors and affiliates, certifying as to the matters     
described in the Officer's Certificate attached hereto as Exhibit K.            

          (b) The Securities Administrator shall indemnify and hold harmless
the Depositor, the Master Servicer, the Servicer, the Trustee and their         
respective officers, directors, agents and affiliates from and against any      
losses, damages, penalties, fines, forfeitures, reasonable legal fees and       
related costs, judgments and other costs and expenses arising out of or based   
upon a breach by the Securities Administrator or any of its officers, directors,
agents or affiliates of its obligations under this Section 3.21, any material   
misstatement or omission in the Officer's Certificate required under this       
Section or the negligence, bad faith or willful misconduct of the Securities    
Administrator in connection therewith. If the indemnification provided for      
herein is unavailable or insufficient to hold harmless the Depositor and the    
Master Servicer, then the Securities Administrator agrees that it shall         
contribute to the amount paid or payable by the Depositor or the Master Servicer
as a result of the losses, claims, damages or liabilities of the Depositor or   
the Master Servicer in such proportion as is appropriate to reflect the relative
fault of the Securities Administrator on the one hand and of the Depositor and  
the Master Servicer on the other in connection with a breach of the Securities  
Administrator's obligations under this Section 3.21, any material misstatement  
or omission in the Officer's Certificate required under this Section or the     
Securities Administrator's negligence, bad faith or willful misconduct in       
connection therewith.                                                           

SECTION 3.22. Annual Certificate by Servicer.                       

    (a) Within 15 days prior to the date on which a Form 10-K is
required to be filed with a Certification by the Master Servicer, the Servicer  
shall execute and deliver an Officer's Certificate in the form of Exhibit L     
attached hereto, signed by the senior officer in charge of servicing of the     
Servicer or any officer to whom that officer reports, to the Master Servicer and
Depositor for the benefit of the Master Servicer and Depositor and their        
respective officers, directors and affiliates.                                  

         (b) The Servicer shall indemnify and hold harmless the Securities
Administrator, the Trustee, the Master Servicer and the Depositor and their     
respective officers, directors, agents and affiliates from and against (i) any  
losses, damages, penalties, fines, forfeitures, reasonable legal fees and       

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related costs, judgments and other costs and expenses arising out of or based   
upon a breach by the Servicer or any of its officers, directors, agents or      
affiliates of its obligations under Section 3.17, Section 3.18 and this Section 
3.22, (ii) any allegation that the Officer's Certificate required under this    
Section contains a misstatement of a material fact or omits or omitted to state 
a material fact necessary to make the statements made, in light of the          
circumstances under which such statements were made, not misleading or (iii) the
negligence, bad faith or willful misconduct of the Servicer in connection       
therewith. If the indemnification provided for herein is unavailable or         
insufficient to hold harmless the Securities Administrator, the Master Servicer 
and the Depositor, then the Servicer agrees that it shall contribute to the     
amount paid or payable by the Securities Administrator, the Master Servicer and 
the Depositor as a result of the losses, claims, damages or liabilities of the  
Depositor and the Master Servicer in such proportion as is appropriate to       
reflect the relative fault of the Depositor and the Master Servicer on the one  
hand and the Servicer on the other in connection with a breach of the Servicer's
obligations under this Section 3.22, any material misstatement or omission in   
the Officer's Certificate required under this Section or the Servicer's         
negligence, bad faith or willful misconduct in connection therewith.            

SECTION 3.23. Prepayment Charge Reporting Requirements.             

    Promptly after each Distribution Date, the Servicer shall provide to the
Depositor and the Master Servicer the following information with regard to each 
Mortgage Loan that has prepaid during the related Prepayment Period:            

(i) loan number;                                        

(ii) current Mortgage Rate;                             

(iii) current principal balance;                        

(iv) Prepayment Charge amount due;                      

(v) Prepayment Charge amount collected; and             

           (vi) reason why full Prepayment Charge amount was not collected, if
applicable.                                                         

SECTION 3.24. Statements to Securities Administrator.               

   Not later than the tenth calendar day of each month, the Servicer shall
furnish to the Securities Administrator a delinquency report substantially in   
the form set forth in Exhibit M-1, a monthly remittance advice substantially in 
the form set forth in Exhibit M-2 and a realized loss report in the form set    
forth in Exhibit M-3 (or such other form or forms as the Master Servicer and the
Servicer may from time to time agree) for the period ending on the last Business
Day of the preceding month, and not later than three days after the tenth       
calendar day of each month, the Servicer shall furnish to the Securities        
Administrator such reports for the applicable Prepayment Period with respect to 
prepayments, in the format mutually agreed upon between the Servicer and the    
Securities Administrator, including but not limited to information sufficient to
allow the Securities Administrator to prepare the Monthly Statement described in
Section 4.05(a).                                                                

SECTION 3.25. Indemnification.                                      

        (a) The Servicer shall indemnify the Seller, the Trust Fund, the
Trustee, the Depositor, the Securities Administrator, the Master Servicer, the  
NIMs Insurer and their officers,                                                

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directors, employees and agents and hold each of them harmless against any and  
all claims, losses, damages, penalties, fines, forfeitures, reasonable and      
necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that any of such parties 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 terms of this Agreement. The Servicer immediately shall     
notify the Seller, the Trustee, the Securities Administrator, the Master        
Servicer, the NIMs Insurer and the Depositor or any other relevant party if a   
claim is made by a third party with respect to this Agreement or the Mortgage   
Loans, assume (with the prior written consent of the indemnified party, which   
consent shall not be unreasonably withheld or delayed) the defense of any such  
claim and pay all expenses in connection therewith, including counsel fees, and 
promptly pay, discharge and satisfy any judgment or decree which may be entered 
against it or any of such parties in respect of such claim. The Servicer shall  
follow any reasonable written instructions received from the NIMs Insurer and   
the Master Servicer in connection with such claim, it being understood that the 
Master Servicer shall have no duty to monitor or give instructions with respect 
to such claims. The Servicer shall provide the Depositor, the Securities        
Administrator, the Trustee, the NIMs Insurer and the Master Servicer with a     
written report of all expenses and advances incurred by the Servicer pursuant to
this Section 3.25(a), and the Servicer shall promptly reimburse itself from the 
assets of the Trust Fund in the Collection Account for all amounts advanced by  
it pursuant to the preceding sentence except when and to the extent a           
determination has been made that the claim in any way relates to the failure of 
the Servicer to service and administer the Mortgage Loans in material compliance
with the terms of this Agreement or the gross negligence, bad faith or willful  
misconduct of the Servicer. The provisions of this paragraph shall survive the  
termination of this Agreement and the payment of the outstanding Certificates.  

           (b) The Master Servicer shall indemnify the Seller, the Trust Fund,
the Trustee, the Securities Administrator, the Servicer and the Depositor and   
their officers, directors, employees and agents and hold each of them harmless  
against any and all claims, losses, damages, penalties, fines, forfeitures,     
reasonable and necessary legal fees and related costs, judgments, and any other 
costs, fees and expenses that any of such parties may sustain in any way related
to the failure of the Master Servicer to perform its duties and master service  
the Mortgage Loans in compliance with the terms of this Agreement. The Master   
Servicer immediately shall notify the Seller, the Trustee, the Servicer, the    
Securities Administrator and the Depositor or any other relevant party if a     
claim is made by a third party with respect to this Agreement or the Mortgage   
Loans, assume (with the prior written consent of the indemnified party, which   
consent shall not be unreasonably withheld or delayed) the defense of any such  
claim and pay all expenses in connection therewith, including counsel fees, and 
promptly pay, discharge and satisfy any judgment or decree which may be entered 
against it or any of such parties in respect of such claim. The Master Servicer 
shall follow any written instructions received from the Trustee in connection   
with such claim it being understood that the Trustee shall have no duty to      
monitor or give instructions with respect to such claims. The Master Servicer   
shall provide the Servicer, the Securities Administrator, the Trustee and the   
Depositor with a written report of all expenses and advances incurred by the    
Master Servicer pursuant to this Section 3.25(b), and the Master Servicer shall 
promptly reimburse itself from the assets of the Trust Fund in the Collection   
Account for all amounts advanced by it pursuant to the preceding sentence except
when the claim in any way relates to the failure of the Master Servicer to      
service and administer the Mortgage Loans in material compliance with the terms 
of this Agreement or the negligence, bad faith or willful misconduct of the     
Master Servicer. The provisions of this paragraph shall survive the termination 
of this Agreement and the payment of the outstanding Certificates.              

        (c) The Securities Administrator shall indemnify the Seller, the
Trust Fund, the Trustee, the Servicer, the Master Servicer and the Depositor and
their officers, directors, employees and agents and hold each of them harmless  
against any and all claims, losses, damages, penalties, fines, forfeitures,     
reasonable and necessary legal fees and related costs, judgments, and any other 
costs, fees                                                                     

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and expenses that any of such parties may sustain in any way related to the     
failure of the Securities Administrator to perform its duties in compliance with
the terms of this Agreement. The Securities Administrator immediately shall     
notify the Seller, the Trustee, the Servicer, the Master Servicer and the       
Depositor or any other relevant party if a claim is made by a third party with  
respect to this Agreement or the Mortgage Loans, assume (with the prior written 
consent of the indemnified party, which consent shall not be unreasonably       
withheld or delayed) the defense of any such claim and pay all expenses in      
connection therewith, including counsel fees, and promptly pay, discharge and   
satisfy any judgment or decree which may be entered against it or any of such   
parties in respect of such claim. The Securities Administrator shall follow any 
written instructions received from the Trustee in connection with such claim it 
being understood that the Trustee shall have no duty to monitor or give         
instructions with respect to such claims. The Securities Administrator shall    
provide the Trustee, the Servicer, the Master Servicer and the Depositor with a 
written report of all expenses and advances incurred by the Securities          
Administrator pursuant to this Section 3.25(c), and the Securities Administrator
shall promptly reimburse itself from the assets of the Trust Fund in the        
Certificate Account for all amounts advanced by it pursuant to the preceding    
sentence except when the claim in any way relates to the failure of the         
Securities Administrator to perform its duties in material compliance with the  
terms of this Agreement or the negligence, bad faith or willful misconduct of   
the Securities Administrator. The provisions of this paragraph shall survive the
termination of this Agreement and the payment of the outstanding Certificates.  

SECTION 3.26. Nonsolicitation.                                      

 For as long as the Servicer services the Mortgage Loans, the Servicer
covenants that it will not, and that it will ensure that its affiliates and     
agents will not, directly solicit or provide information for any other party to 
solicit for prepayment or refinancing of any of the Mortgage Loans by the       
related Mortgagors. Neither the Servicer nor any affiliate of the Servicer shall
be deemed to directly solicit any Mortgagor if the Servicer, or its affiliate,  
responds to a request from a Mortgagor regarding a refinancing or if the        
Mortgagor receives marketing materials that are generally disseminated. It is   
understood that the promotions undertaken by the Servicer which are directed to 
the general public at large, or certain segments thereof, shall not constitute  
solicitation as that term is used in this Section 3.26.                         

ARTICLE IV

 DISTRIBUTIONS

SECTION 4.01. Advances.                                             

          (a) Subject to the conditions of this Article IV, the Servicer, as
required below, shall make an Advance and deposit such Advance in the Collection
Account. Each such Advance shall be remitted to the Collection Account no later 
than 1:00 p.m. Eastern time on the Servicer Advance Date in immediately         
available funds. The Servicer shall be obligated to make any such Advance only  
to the extent that such advance would not be a Non-Recoverable Advance. If the  
Servicer shall have determined that it has made a Non-Recoverable Advance or    
that a proposed Advance or a lesser portion of such Advance would constitute a  
Non-Recoverable Advance, the Servicer shall deliver (i) to the Securities       
Administrator for the benefit of the Certificateholders, funds constituting the 
remaining portion of such Advance, if applicable, and (ii) to the Depositor, the
NIMs Insurer and the Master Servicer an Officer's Certificate setting forth the 
basis for such determination. The Servicer may, in its sole discretion, make an 
Advance with respect to the principal portion of the final Scheduled Payment on 
a Balloon Loan, but the Servicer is under no obligation to do so; provided,     
however, that nothing in this sentence shall affect the Servicer's obligation   
under this Section 4.01 to advance the interest portion of the final Scheduled  
Payment with respect to a Balloon Loan as if such Balloon Loan were a fully     

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amortizing Mortgage Loan. If a Mortgagor does not pay its final Scheduled       
Payment on a Balloon Loan when due, the Servicer shall Advance (unless it       
determines in its good faith judgment that such amounts would constitute a      
Non-Recoverable Advance) a full month of interest (net of the Servicing Fee) on 
the Stated Principal Balance thereof each month until its Stated Principal      
Balance is reduced to zero.                                                     

      In lieu of making all or a portion of such Advance from its own funds, the
Servicer may (i) cause to be made an appropriate entry in its records relating  
to the Collection Account that any amount held for future distribution has been 
used by the Servicer in discharge of its obligation to make any such Advance and
(ii) transfer such funds from the Collection Account to the Certificate Account.
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 funds so       
applied and transferred pursuant to the previous two sentences shall be replaced
by the Servicer by deposit in the Collection Account no later than the close of 
business on the Servicer Advance Date on which such funds are required to be    
distributed pursuant to this Agreement. The Servicer shall be entitled to be    
reimbursed from the Collection Account for all Advances of its own funds made   
pursuant to this Section as provided in Section 3.08. The obligation to make    
Advances with respect to any Mortgage Loan shall continue until the earlier of  
(i) the date such Mortgage Loan is paid in full, (ii) the date the related      
Mortgaged Property (or stock allocated to a dwelling unit, in the case of a     
Co-op Loan) or related REO Property has been liquidated or until the purchase or
repurchase thereof (or substitution therefor) from the Trust Fund pursuant to   
any applicable provision of this Agreement, except as otherwise provided in this
Section 4.01, or (iii) the date on which such Mortgage Loan becomes 150 days    
delinquent as set forth below.                                                  

      (b) Notwithstanding anything in this Agreement to the contrary
(including, but not limited to, Sections 3.01 and 4.01(a) hereof), no Advance or
Servicing Advance shall be required to be made hereunder by the Servicer if such
Advance or Servicing Advance would, if made, constitute a Non-Recoverable       
Advance or a Non-Recoverable Servicing Advance. The determination by the        
Servicer that it has made a Non-Recoverable Advance or a Non-Recoverable        
Servicing Advance or that any proposed Advance or Servicing Advance, if made,   
would constitute a Non-Recoverable Advance or a Non-Recoverable Servicing       
Advance, respectively, shall be evidenced by an Officer's Certificate of the    
Servicer delivered to the Depositor and the Master Servicer. In addition, the   
Servicer shall not be required to advance any Relief Act Shortfalls. The        
Servicer will not make any Advances of principal on REO Properties and is       
required to advance only the interest portion on second lien mortgage loans.    

    (c) Notwithstanding the foregoing, the Servicer shall not be
required to make any Advances for any Mortgage Loan after such Mortgage Loan    
becomes 150 days delinquent.                                                    

SECTION 4.02. Reduction of Servicing Compensation in Connection with
Prepayment Interest Shortfalls.                                                 

In the event that any Mortgage Loan is the subject of a Prepayment  
Interest Shortfall resulting from a Principal Prepayment in full, the Servicer  
shall, from amounts in respect of the Servicing Fee for such Distribution Date, 
deposit into the Collection Account, as a reduction of the Servicing Fee for    
such Distribution Date, no later than the Servicer Advance Date immediately     
preceding such Distribution Date, an amount up to the Prepayment Interest       
Shortfall; provided that the amount so deposited with respect to any            
Distribution Date shall be limited to one half of the product of (x) one-twelfth
of 0.50% and (y) the aggregate Stated Principal Balance of the Mortgage Loans.  
In case of such deposit, the Servicer shall not be entitled to any recovery or  
reimbursement from the Depositor, the Master Servicer, the Securities           
Administrator, the Trustee, the Trust Fund or the Certificateholders. With      
respect to any Distribution Date, to the extent that the Prepayment Interest    
Shortfall exceeds Compensating Interest (such excess, a "Non-Supported Interest 
Shortfall"), such Non-Supported Interest Shortfall shall reduce the Current     

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Interest with respect to each Class of Certificates, pro rata, based upon the   
amount of interest each such Class would otherwise be entitled to receive on    
such Distribution Date. Notwithstanding the foregoing, there shall be no        
reduction of the Servicing Fee in connection with Prepayment Interest Shortfalls
relating to the Relief Act and the Servicer shall not be obligated to pay       
Compensating Interest with respect to Prepayment Interest Shortfalls related to 
the Relief Act.                                                                 

SECTION 4.03. Distributions on the REMIC Interests.                 

    On each Distribution Date, amounts on deposit in the Certificate Account
shall be treated for federal income tax purposes as applied to distributions on 
the interests in the Lower Tier REMIC in an amount sufficient to make the       
distributions on the respective Certificates on such Distribution Date in       
accordance with the provisions of Section 4.04.                                 

SECTION 4.04. Distributions.                                        

(a)   [RESERVED]                                        

           (b)   On each Distribution Date, the Securities Administrator shall
make the following distributions from funds then available in the Certificate   
Account, of an amount equal to the Interest Funds in the following order of     
priority:                                                                       

           (i) to the Class P Certificates, an amount equal to any
Prepayment Charges received with respect to the Mortgage Loans and all amounts  
paid by the Servicer, the Seller or the Transferor in respect of Prepayment     
Charges pursuant to this Agreement or the Transfer Agreement, as applicable, and
all amounts received in respect of any indemnification paid as a result of a    
Prepayment Charge being unenforceable in breach of the representations and      
warranties set forth in the Sale Agreement or the Transfer Agreement for the    
related Prepayment Period;                                                      

               (ii)  to each class of the Class A-1, Class A-2 and Class R
Certificates, the Current Interest and any Interest Carry Forward Amount with   
respect to each such class; provided, however, that if Interest Funds are       
insufficient to make a full distribution of the aggregate Current Interest and  
the aggregate Interest Carry Forward Amount to the Class A-1, Class A-2 and     
Class R Certificates, Interest Funds will be distributed pro rata among each    
class of the Class A-1, Class A-2 and Class R Certificates based upon the ratio 
of (x) the Current Interest and Interest Carry Forward Amount for each class of 
the Class A-1, Class A-2 and Class R Certificates to (y) the total amount of    
Current Interest and any Interest Carry Forward Amount for the Class A-1, Class 
A-2 and Class R Certificates in the aggregate;                                  

                 (iii) to the Class A-3 Certificates, the Current Interest for
such class and any Interest Carry Forward Amount with respect to such class;    

                 (iv)  to the Class M-1 Certificates, the Current Interest for
such class and any Interest Carry Forward Amount with respect to such class;    

                 (v)   to the Class M-2 Certificates, the Current Interest for
such class and any Interest Carry Forward Amount with respect to such class;    

                 (vi)  to the Class M-3 Certificates, the Current Interest for
such class and any Interest Carry Forward Amount with respect to such class;    

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                 (vii) to the Class M-4 Certificates, the Current Interest for
such class and any Interest Carry Forward Amount with respect to such class;    

                  (viii) to the Class M-5 Certificates, the Current Interest for
such class and any Interest Carry Forward Amount with respect to such class;    

                 (ix)  to the Class M-6 Certificates, the Current Interest for
such class and any Interest Carry Forward Amount with respect to such class;    

                 (x) pro rata to each class of the Class B-1 Certificates, the
Current Interest for each such class and any Interest Carry Forward Amount with 
respect to each such class;                                                     

               (xi)  pro rata to each class of the Class B-2 Certificates,
the Current Interest for each such class and any Interest Carry Forward Amount  
with respect to each such class;                                                

               (xii) pro rata to each class of the Class B-3 Certificates,
the Current Interest for each such class and any Interest Carry Forward Amount  
with respect to each such class;                                                

                (xiii) pro rata to each class of the Class B-4 Certificates,
the Current Interest for each such class and any Interest Carry Forward Amount  
with respect to each such class; and                                            

           (xiv) any remainder pursuant to Section 4.04(f) hereof.

     On each Distribution Date, subject to the proviso in (ii) above, Interest
Funds received on the Group One Mortgage Loans will be deemed to be distributed 
to the Class R and Class A-1 Certificates and Interest Funds received on the    
Group Two Mortgage Loans will be deemed to be distributed to the Class A-2      
Certificates, in each case, until the related Current Interest and Interest     
Carry Forward Amount of each such class of Certificates for such Distribution   
Date has been paid in full. Thereafter, Interest Funds not required for such    
distributions are available to be applied to if necessary, to the class or      
classes of Certificates that are not related to such group of Mortgage Loans.   

(c)   [RESERVED]                                        

           (d)   On each Distribution Date, the Securities Administrator shall
make the following distributions from the Certificate Account of an amount equal
to the Principal Distribution Amount in the following order of priority, and    
each such distribution shall be made only after all distributions pursuant to   
Section 4.04(b) above shall have been made until such amount shall have been    
fully distributed for such Distribution Date:                                   

               (i)   to the Class A Certificates (other than the Class A-3
Certificate), the Class A Principal Distribution Amount shall be distributed as 
follows:                                                                        

                       (a) the Group One Principal Distribution Amount will be
distributed as follows: sequentially to the Class R and Class A-1   
    Certificates, until the Certificate Principal Balance of each such class
has been reduced to zero;                                           

                       (b) the Group Two Principal Distribution Amount will be
    distributed as follows: pro rata, to the Class A-2A Certificates and the
   Class A-2B Certificates until the Certificate Principal Balance of each
     such class has been reduced to zero; provided, however, that on and after
      the Distribution Date on which the aggregate Certificate Principal Balance
      of the Class M, Class B and Class C Certificates has been reduced to zero,
any principal distributions                                         

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      allocated to the Class A-2A and Class A-2B Certificates are required to be
allocated sequentially, to the Class A-2A Certificates until the    
      Certificate Principal Balance thereof has been reduced to zero and then to
the Class A-2B Certificates until the Certificate Principal Balance 
thereof has been reduced to zero; and                               

                 (c) any principal distributions to the Class A-2A
     Certificates pursuant to clause (b) above will be distributed as follows:
sequentially, to the Class A-2A1 Certificates until the Certificate 
    Principal Balance thereof has been reduced to zero and then to the Class
  A-2A2 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; provided, however, that on and after the      
     Distribution Date on which the aggregate Certificate Principal Balance of
   the Class M, Class B and Class C Certificates has been reduced to zero,
  any principal distributions to the Class A-2A Certificates pursuant to
     clause (b) above are required to be allocated pro rata to the Class A-2A1
Certificates and the Class A-2A2 Certificates until the Certificate 
Principal Balance of each such class has been reduced to zero;      

             (ii) to the Class A-3 Certificates, the remaining Class A
Principal Distribution Amount after distributions have been made pursuant to    
clause (i) above;                                                               

                (iii) to the Class M-1 Certificates, the Class M-1 Principal
Distribution Amount;                                                            

               (iv) to the Class M-2 Certificates, the Class M-2 Principal
Distribution Amount;                                                            

              (v) to the Class M-3 Certificates, the Class M-3 Principal
Distribution Amount;                                                            

               (vi) to the Class M-4 Certificates, the Class M-4 Principal
Distribution Amount;                                                            

                (vii) to the Class M-5 Certificates, the Class M-5 Principal
Distribution Amount;                                                            

                 (viii) to the Class M-6 Certificates, the Class M-6 Principal
Distribution Amount;                                                            

                  (ix) pro rata to each class of the Class B-1 Certificates, the
Class B-1 Principal Distribution Amount;                                        

                 (x) pro rata to each class of the Class B-2 Certificates, the
Class B-2 Principal Distribution Amount;                                        

                  (xi) pro rata to each class of the Class B-3 Certificates, the
Class B-3 Principal Distribution Amount;                                        

               (xii) pro rata to each class of the Class B-4 Certificates,
the Class B-4 Principal Distribution Amount; and                                

            (xiii) any remainder pursuant to Section 4.04(f) hereof.

(e)   [RESERVED]                                        

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           (f)   On each Distribution Date, the Securities Administrator shall
make the following distributions up to the following amounts from the           
Certificate Account of the remainders pursuant to Section 4.04(b)(xiv)and       
(d)(xiii) hereof and each such distribution shall be made only after all        
distributions pursuant to Sections 4.04(b) and (d) above shall have been made   
until such remainders shall have been fully distributed for such Distribution   
Date:                                                                           

              (i) for distribution as part of the Principal Distribution
Amount, the Extra Principal Distribution Amount;                                

                (ii) to the Class M-1 Certificates, any Unpaid Realized Loss
Amount for such class;                                                          

                 (iii) to the Class M-2 Certificates, any Unpaid Realized Loss
Amount for such class;                                                          

                (iv) to the Class M-3 Certificates, any Unpaid Realized Loss
Amount for such class;                                                          

               (v) to the Class M-4 Certificates, any Unpaid Realized Loss
Amount for such class;                                                          

                (vi) to the Class M-5 Certificates, any Unpaid Realized Loss
Amount for such class;                                                          

                 (vii) to the Class M-6 Certificates, any Unpaid Realized Loss
Amount for such class;                                                          

                (viii) pro rata to each class of the Class B-1 Certificates,
any Unpaid Realized Loss Amount for such class;                                 

                  (ix) pro rata to each class of the Class B-2 Certificates, any
Unpaid Realized Loss Amount for such class;                                     

                 (x) pro rata to each class of the Class B-3 Certificates, any
Unpaid Realized Loss Amount for such class;                                     

                  (xi) pro rata to each class of the Class B-4 Certificates, any
Unpaid Realized Loss Amount for such class;                                     

                  (xii) to the Class R Certificate, the Residual Excess Interest
Amount;                                                                         

                 (xiii) to the Class A, Class M and Class B Certificates, on a
pro rata basis, based upon outstanding Floating Rate Certificate Carryover for  
each such Class, the Floating Rate Certificate Carryover for each such Class;   
and                                                                             

           (xiv) the remainder pursuant to Section 4.04(g) hereof.

           (g)   on each Distribution Date, the Securities Administrator shall
allocate the remainders pursuant to Section 4.04(f)(xiv) as follows:            

             (i) to the Class C Certificates in the following order of
priority, (I) the Class C Current Interest, (II) the Class C Interest Carry     
Forward Amount, (III) as principal on the Class C                               

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Certificate until the Certificate Principal Balance of the Class C Certificates 
has been reduced to zero and (IV) the Class C Unpaid Realized Loss Amount; and  

          (ii) the remainder pursuant to Section 4.04(h) hereof.

           (h)   On each Distribution Date, the Securities Administrator shall
allocate the remainder pursuant to Section 4.04(g)(ii) hereof (i) to the        
Securities Administrator to reimburse amounts or pay indemnification amounts    
owing to the Master Servicer and the Securities Administrator pursuant to       
Section 6.03 and (ii) to the Class R Certificate and such distributions shall be
made only after all preceding distributions shall have been made until such     
remainder shall have been fully distributed.                                    

(i)   On each Distribution Date, after giving effect to 
distributions on such Distribution Date, the Securities Administrator shall     
allocate the Applied Realized Loss Amount for the Certificates to reduce the    
Certificate Principal Balances of the Class C Certificates and the Subordinate  
Certificates in the following order of priority:                                

                  (i) to the Class C Certificates, until the Class C Certificate
Principal Balance is reduced to zero;                                           

             (ii) pro rata to each class of the Class B-4 Certificates
until the Class B-4 Certificate Principal Balance is reduced to zero;           

              (iii) pro rata to each class of the Class B-3 Certificates
until the Class B-3 Certificate Principal Balance is reduced to zero;           

             (iv) pro rata to each class of the Class B-2 Certificates
until the Class B-2 Certificate Principal Balance is reduced to zero;           

                  (v) pro rata to each class of the Class B-1 Certificates until
the Class B-1 Certificate Principal Balance is reduced to zero;                 

          (vi) to the Class M-6 Certificates until the Class M-6
Certificate Principal Balance is reduced to zero;                               

           (vii) to the Class M-5 Certificates until the Class M-5
Certificate Principal Balance is reduced to zero;                               

            (viii) to the Class M-4 Certificates until the Class M-4
Certificate Principal Balance is reduced to zero;                               

          (ix) to the Class M-3 Certificates until the Class M-3
Certificate Principal Balance is reduced to zero;                               

         (x) to the Class M-2 Certificates until the Class M-2
Certificate Principal Balance is reduced to zero; and                           

          (xi) to the Class M-1 Certificates until the Class M-1
Certificate Principal Balance is reduced to zero.                               

 (j)   Subject to Section 9.02 hereof respecting the final
distribution, on each Distribution Date the Securities Administrator shall make 
distributions to each Certificateholder of                                      

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record on the preceding Record Date either by wire transfer in immediately      
available funds to the account of such holder at a bank or other entity having  
appropriate facilities therefor, if such Holder has so notified the Securities  
Administrator at least five (5) Business Days prior to the related Record Date  
or, if not, by check mailed by first class mail to such Certificateholder at the
address of such holder appearing in the Certificate Register. Notwithstanding   
the foregoing, but subject to Section 9.02 hereof respecting the final          
distribution, distributions with respect to Certificates registered in the name 
of a Depository shall be made to such Depository in immediately available funds.

     In accordance with this Agreement, the Servicer shall prepare and deliver
a report (the "Remittance Report") to the Securities Administrator in the form  
of a computer readable magnetic tape (or by such other means as the Servicer and
the Securities Administrator may agree from time to time) containing such data  
and information as to permit the Securities Administrator to prepare the Monthly
Statement to Certificateholders and make the required distributions for the     
related Distribution Date. The Securities Administrator will prepare the Monthly
Report based solely upon the information received from the Servicer.            

   The Trustee shall promptly notify the NIMs Insurer of any proceeding or
the institution of any action, of which a Responsible Officer of the Trustee has
actual knowledge, seeking the avoidance as a preferential transfer under        
applicable bankruptcy, insolvency, receivership or similar law (a "Preference   
Claim") of any distribution made with respect to the Class C Certificates or the
Class P Certificates. Each Holder of the Class C Certificates or the Class P    
Certificates, by its purchase of such Certificates and the Trustee hereby agree 
that the NIMs Insurer may at any time during the continuation of any proceeding 
relating to a Preference Claim direct all matters relating to such Preference   
Claim, including, without limitation, (i) the direction of any appeal of any    
order relating to such Preference Claim and (ii) the posting of any surety,     
supersedes or performance bond pending any such appeal. In addition and without 
limitation of the foregoing, the NIMs Insurer shall be subrogated to the rights 
of the Trustee and each Holder of the Class C Certificates and the Class P      
Certificates in the conduct of any such Preference Claim, including, without    
limitation, all rights of any party to an adversary proceeding action with      
respect to any court order issued in connection with any such Preference Claim; 
provided, however, that the NIMs Insurer will not have any rights with respect  
to any Preference Claim set forth in this paragraph unless the indenture trustee
with respect to the NIM Notes or the holder of any NIMs Notes has been required 
to relinquish a distribution made on the Class C Certificates, the Class P      
Certificates or the NIM Notes, as applicable, and the NIMs Insurer made a       
payment in respect of such relinquished amount.                                 

            (k) The Securities Administrator is hereby directed by the Depositor
to execute the Cap Contracts 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 Securities Administrator under the  
Cap Contracts at closing shall be paid by the Depositor. Notwithstanding        
anything to the contrary contained herein or in any Cap Contract, except as set 
forth in Section 11 of each Cap Contract, the Securities Administrator shall not
be required to make any payments to the counterparty under any Cap Contract. Any
payments received under the terms of the related Cap Contract will be available 
to pay the holders of the related Class A, Class M and Class B Certificates up  
to the amount of any Floating Rate Certificate Carryovers remaining after all   
other distributions required under this Section 4.04 are made on such           
Distribution Date, other than Floating Rate Certificate Carryovers attributable 
to the fact that Applied Realized Loss Amounts are not allocated to the Class A 
Certificates. Any amounts received under the terms of any Cap Contract on a     
Distribution Date that are not used to pay such Floating Rate Certificate       
Carryovers will be distributed to the holders of the Class C Certificates.      
Payments in respect of such Floating Rate Certificate Carryovers from proceeds  
of a Cap Contract shall be paid to the related Classes of Class A, Class M and  
Class B Certificates, pro rata based upon such Floating Rate Certificate        
Carryovers for each such class of Class A, Class M and Class B Certificates.    
Amounts received on the                                                         

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Class A-1 Cap Contract will only be available to make payments on the Class A-1 
and Class R certificates, amounts received on the Class A-2 Cap Contract will   
only be available to make payments on the Class A-2A1, Class A-2A2 and Class    
A-2B certificates, amounts received on the Class A-3/Class M Cap Contract will  
only be available to make payments on the Class A-3 and Class M Certificates and
amounts received on the Class B Cap Contract will only be available to make     
payments on the Class B-1A, Class B-2A, Class B-3A and Class B-4A certificates. 

                  (i) The Securities Administrator shall establish and maintain,
for the benefit of the Trust Fund and the Certificateholders, the Cap Contract  
Account. On or prior to the related Cap Contract Termination Date, amounts, if  
any, received by the Securities Administrator for the benefit of the Trust Fund 
in respect of the related Cap Contract shall be deposited by the Securities     
Administrator into the Cap Contract Account and will be used to pay Floating    
Rate Certificate Carryovers on the related Class A, Class M and Class B         
Certificates to the extent provided in the immediately preceding paragraph. With
respect to any Distribution Date on or prior to the related Cap Contract        
Termination Date, the amount, if any, payable by the Cap Contract Counterparty  
under the related Cap Contract will equal the product of (i) the excess of (x)  
One-Month 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 "1ML Upper Collar" in the schedule to the related Cap Contract), over   
(y) the rate with respect to such Distribution Date as shown under the heading  
"1ML Strike Lower Collar" in the schedule to the related Cap Contract, (ii) an  
amount equal to the lesser of (x) the related Cap Contract Notional Balance for 
such Distribution Date and (y) the outstanding Certificate Principal Balance of 
the related classes of Certificates and (iii) the number of days in such Accrual
Period, divided by 360. If a payment is made to the Trust Fund under a Cap      
Contract and the Securities Administrator is required to distribute excess      
amounts to the holders of the Class C Certificates as described above,          
information regarding such distribution will be included in the monthly         
statement made available on the Securities Administrator's website pursuant to  
Section 4.05 hereof.                                                            

            (ii) Amounts on deposit in the Cap Contract Account will
remain uninvested pending distribution to Certificateholders.                   

                  (iii) Each Cap Contract is scheduled to remain in effect until
the related 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    
(after a grace period of three Local Business Days, as defined in the related   
Cap Contract, after notice of such failure is received by the Cap Contract      
Counterparty) to make a payment due under the related 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   
related Cap Contract, the termination of the Trust Fund and the related Cap     
Contract becoming illegal or subject to certain kinds of taxation.              

SECTION 4.05. Monthly Statements to Certificateholders.             

   (a)   Not later than each Distribution Date based solely on
information provided by the Servicer (which information is not required to      
include any prediction of future performance as to which such report relates),  
the Securities Administrator shall prepare and make available on its website    
located at www.ctslink.com to each Holder of a Class of Certificates of the     
Trust Fund, the Servicer, the Master Servicer, the Trustee, the NIMs Insurer,   
the Rating Agencies and the Depositor a statement setting forth for the         
Certificates:                                                                   

                 (i) the amount of the related distribution to Holders of each
Class allocable to principal, separately identifying (A) the aggregate amount of
any Principal Prepayments included                                              

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therein, (B) the aggregate of all scheduled payments of principal included      
therein, (C) the Extra Principal Distribution Amount, if any, and (D) the       
aggregate amount of Prepayment Charges, if any;                                 

                 (ii) the amount of such distribution to Holders of each Class
allocable to interest, together with any Non-Supported Interest Shortfalls      
allocated to each Class;                                                        

               (iii) the Certificate Principal Balance of each Class after
giving effect (i) to all distributions allocable to principal on such           
Distribution Date and (ii) the allocation of any Applied Realized Loss Amounts  
for such Distribution Date;                                                     

                (iv) the Pool Stated Principal Balance for such Distribution
Date;                                                                           

                  (v) the amount of the Servicing Fee paid to or retained by the
Servicer, the amount of the Securities Administrator Fee paid to or retained by 
the Securities Administrator and any amounts constituting reimbursement or      
indemnification of the Servicer, Master Servicer, Securities Administrator or   
Trustee;                                                                        

                 (vi) the Pass-Through Rate for each Class of Certificates for
such Distribution Date;                                                         

                (vii) the amount of Advances included in the distribution on
such Distribution Date;                                                         

               (viii) the cumulative amount of (A) Realized Losses and (B)
Applied Realized Loss Amounts to date, in the aggregate and with respect to the 
Group One Mortgage Loans and Group Two Mortgage Loans;                          

          (ix) the amount of (A) Realized Losses and (B) Applied
Realized Loss Amounts with respect to such Distribution Date, in the aggregate  
and with respect to the Group One Mortgage Loans and Group Two Mortgage Loans;  

              (x) the number and aggregate principal amounts of Mortgage
Loans (A) Delinquent (exclusive of Mortgage Loans in foreclosure) (1) 31 to 60  
days, (2) 61 to 90 days and (3) 91 or more days, and (B) in foreclosure and     
Delinquent (1) 31 to 60 days, (2) 61 to 90 days and (3) 91 or more days, in each
case as of the close of business on the last day of the calendar month preceding
such Distribution Date, in the aggregate and with respect to the Group One      
Mortgage Loans and Group Two Mortgage Loans;                                    

             (xi) with respect to any Mortgage Loan that became an REO
Property during the preceding calendar month, the loan number and Stated        
Principal Balance of such Mortgage Loan as of the close of business on the last 
day of the calendar month preceding such Distribution Date and the date of      
acquisition thereof, in the aggregate and with respect to the Group One Mortgage
Loans and Group Two Mortgage Loans;                                             

           (xii) the total number and principal balance of any REO
Properties as of the close of business on the last day of the calendar month    
preceding such Distribution Date, in the aggregate and with respect to the Group
One Mortgage Loans and Group Two Mortgage Loans;                                

        (xiii) the aggregate Stated Principal Balance of all
Liquidated Loans as of the preceding Distribution Date, in the aggregate and    
with respect to the Group One Mortgage Loans and Group Two Mortgage Loans;      

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                 (xiv) whether a Stepdown Trigger Event has occurred and is in
effect;                                                                         

                 (xv) with respect to each Class of Certificates, any Interest
Carry Forward Amount with respect to such Distribution Date for each such Class,
any Interest Carry Forward Amount paid for each such Class and any remaining    
Interest Carry Forward Amount for each such Class;                              

            (xvi) the number and Stated Principal Balance (as of the
preceding Distribution Date) of any Mortgage Loans which were purchased or      
repurchased during the preceding Due Period and since the Cut-off Date;         

            (xvii) the number of Mortgage Loans for which Prepayment
Charges were received during the related Prepayment Period and, for each such   
Mortgage Loan, the amount of Prepayment Charges received during the related     
Prepayment Period and in the aggregate of such amounts for all such Mortgage    
Loans since the Cut-off Date;                                                   

             (xviii) the amount and purpose of any withdrawal from the
Collection Account pursuant to Section 3.08(a)(viii);                           

                  (xix) the amount of any payments to each Class of Certificates
that are treated as payments received in respect of a REMIC "regular interest"  
or REMIC "residual interest" and the amount of any payments to each Class of    
Certificates that are not treated as payments received in respect of a REMIC    
"regular interest" or REMIC "residual interest";                                

                (xx) as of each Distribution Date, the amount, if any, to be
deposited in the Cap Contract Account pursuant to the related Cap Contract as   
described in Section 4.04(k) and the amount thereof to be paid to the Class A,  
Class M, Class B-1A, Class B-2A, Class B-3A, Class B-4A and Class C Certificates
described in Section 4.04(k) hereof;                                            

              (xxi) any Floating Rate Certificate Carryover paid and all
Floating Rate Certificate Carryover remaining on each class of the Class A,     
Class M, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates on such     
Distribution Date;                                                              

                 (xxii) the number of Mortgage Loans with respect to which (i)
a reduction in the Mortgage Rate has occurred or (ii) the related borrower's    
obligation to repay interest on a monthly basis has been suspended or reduced   
pursuant to the Servicemembers Civil Relief Act or the California Military and  
Veterans Code, as amended; and the amount of interest not required to be paid   
with respect to any such Mortgage Loans during the related Due Period as a      
result of such reductions in the aggregate and with respect to the Group One    
Mortgage Loans and the Group Two Mortgage Loans.                                

        (b) The Securities Administrator will make the Monthly Statement
(and, at its option, any additional files containing the same information in an 
alternative format) available each month to Certificateholders, other parties to
this Agreement and any other interested parties via the Securities              
Administrator's Internet website. The Securities Administrator's Internet       
website shall initially be located at "www.ctslink.com." Assistance in using the
website can be obtained by calling the Securities Administrator's customer      
service desk at (301) 815-6600. Parties that are unable to use the website are  
entitled to have a paper copy mailed to them via first class mail by calling the
customer service desk and indicating such. The Securities Administrator shall   
have the right to change the way the monthly statements to Certificateholders   
are distributed in order to make such distribution more convenient and/or more  
accessible to the above parties and the Securities Administrator shall provide  
timely and adequate notification to all above parties regarding any such        
changes.                                                                        

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    The Securities Administrator shall also be entitled to rely on but shall
not be responsible for the content or accuracy of any information provided by   
third parties for purposes of preparing the monthly statement and may affix     
thereto any disclaimer it deems appropriate in its reasonable discretion        
(without suggesting liability on the part of any other party hereto).           

     As a condition to access the Securities Administrator's internet website,
the Securities Administrator may require registration and the acceptance of a   
disclaimer. The Securities Administrator will not be liable for the             
dissemination of information in accordance with this Agreement.                 

          (c)   The Servicer shall deliver to the NIMs Insurer a copy of any
report delivered by the Servicer to the Securities Administrator.               

           (d)   If so requested in writing within a reasonable period of time
after the end of each calendar year, the Securities Administrator shall make    
available on its website or cause to be furnished to each Person who at any time
during the calendar year was a Certificateholder of record, a statement         
containing the information set forth in clauses (a)(i) without regard to        
subclauses (A)-(D) thereof and (a)(ii) of this Section 4.05 aggregated for such 
calendar year or applicable portion thereof during which such Person was a      
Certificateholder. Such obligation of the Securities Administrator shall be     
deemed to have been satisfied to the extent that substantially comparable       
information shall be provided by the Securities Administrator pursuant to any   
requirements of the Code as are from time to time in effect.                    

           (e)   Upon filing with the Internal Revenue Service, the Securities
Administrator shall furnish to the Holders of the Class R Certificate and the   
NIMs Insurer each Form 1066 and each Form 1066Q and shall respond promptly to   
written requests made not more frequently than quarterly by any Holder of a     
Class R Certificate with respect to the following matters:                      

                (i) The original projected principal and interest cash flows
on the Closing Date on each Class of regular and residual interests created     
hereunder and on the Mortgage Loans, based on the Prepayment Assumption;        

                  (ii) The projected remaining principal and interest cash flows
as of the end of any calendar quarter with respect to each Class of regular and 
residual interests created hereunder and the Mortgage Loans, based on the       
Prepayment Assumption;                                                          

         (iii) The Prepayment Assumption and any interest rate
assumptions used in determining the projected principal and interest cash flows 
described above;                                                                

            (iv) The original issue discount (or, in the case of the
Mortgage Loans, market discount) or premium accrued or amortized through the end
of such calendar quarter with respect to each Class of regular or residual      
interests created hereunder and to the Mortgage Loans, together with each       
constant yield to maturity used in computing the same;                          

            (v) The treatment of losses realized with respect to the
Mortgage Loans or the regular interests created hereunder, including the timing 
and amount of any cancellation of indebtedness income of the REMICs with respect
to such regular interests or bad debt deductions claimed with respect to the    
Mortgage Loans;                                                                 

                  (vi) The amount and timing of any non-interest expenses of the
REMICs; and                                                                     

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                 (vii) Any taxes (including penalties and interest) imposed on
the REMICs, including, without limitation, taxes on "prohibited transactions,"  
"contributions" or "net income from foreclosure property" or state or local     
income or franchise taxes.                                                      

     The information pursuant to clauses (i), (ii), (iii) and (iv) above shall
be provided by the Depositor pursuant to Section 8.12.                          

 ARTICLE V

THE CERTIFICATES

SECTION 5.01. The Certificates.                                     

   The Certificates shall be substantially in the forms attached hereto as
exhibits. The Certificates shall be issuable in registered form, in the minimum 
dollar denominations, integral dollar multiples in excess thereof (except that  
one Certificate of each Class may be issued in a different amount which must be 
in excess of the applicable minimum dollar denomination) and aggregate dollar   
denominations as set forth in the following table:                              

                                                                [Download Table]

                Minimum     Integral Multiples in   Original Certificate
Class        Denomination     Excess of Minimum       Principal Balance 
-----        ------------   ---------------------   --------------------
                                                                        
A-1           $25,000.00            $1.00            $    285,517,000   
A-2A1         $25,000.00            $1.00            $    188,365,000   
A-2A2         $25,000.00            $1.00            $    136,189,000   
A-2B          $25,000.00            $1.00            $     36,062,000   
A-3           $25,000.00            $1.00            $     75,735,000   
M-1           $25,000.00            $1.00            $     39,815,000   
M-2           $25,000.00            $1.00            $     28,563,000   
M-3           $25,000.00            $1.00            $      9,521,000   
M-4           $25,000.00            $1.00            $    15,579,000    
M-5           $25,000.00            $1.00            $      9,953,000   
M-6           $25,000.00            $1.00            $      8,222,000   
B-1A          $25,000.00            $1.00            $      5,410,000   
B-1B          $25,000.00            $1.00            $      5,409,000   
B-2A          $25,000.00            $1.00            $      2,597,000   
B-2B          $25,000.00            $1.00            $      2,596,000   
B-3A          $25,000.00            $1.00            $      2,597,000   
B-3B          $25,000.00            $1.00            $      2,596,000   
B-4A          $25,000.00            $1.00            $      3,246,000   
B-4B          $25,000.00            $1.00            $      3,245,000   
C                     (1)              (1)                        100%  
R             $   100.00              N/A            $         100.00   
P                     (2)              (2)                         (2)  

-------------------                                                             
(1)   The Class C Certificates shall not have minimum dollar denominations or   
    certificate notional amounts and shall be issued in a minimum percentage
interest of 10%. The initial Overcollateralization Amount is        
$4,333,213.26.                                                      

(2)   The Class P Certificates shall not have minimum dollar denominations or   
      Certificate Principal Balances and shall be issued in a minimum percentage
interest of 100%.                                                   

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  The Certificates shall be executed by manual or facsimile signature on
behalf of the Securities Administrator by an authorized 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          
Securities Administrator shall bind the Trust Fund, 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 authentication and delivery. No Certificate shall be entitled  
to any benefit under this Agreement, or be valid for any purpose, unless there  
appears on such Certificate a certificate of authentication substantially in the
form set forth as attached hereto executed by the Securities Administrator by   
manual signature, and such certificate of 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. On the Closing Date, the Securities           
Administrator shall authenticate the Certificates to be issued at the written   
direction of the Depositor, or any Affiliate thereof.                           

      The 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 A hereto added to the form of each  
such Certificate (each, a "Regulation S Book-Entry Certificate"), which shall be
deposited on behalf of the Holders of such Certificates represented thereby with
the Securities Administrator, as custodian for DTC and registered in the name of
a nominee of DTC, duly executed and authenticated by the Securities             
Administrator and the Authenticating Agent as hereinafter provided. The         
aggregate principal amounts of the Regulation S Book-Entry Certificates may from
time to time be increased or decreased by adjustments made on the records of the
Securities Administrator or DTC or its nominee, as the case may be, as          
hereinafter provided.                                                           

    The Certificates sold in reliance on Rule 144A shall be issued initially
in the form of one or more permanent global certificates in definitive, fully   
registered form without interest coupons with the applicable legends set forth  
in Exhibit A hereto added to the form of each such Certificate (each, a "Rule   
144A Book-Entry Certificate"), which shall be deposited on behalf of the Holders
of such Certificates represented thereby with the Securities Administrator, as  
custodian for DTC and registered in the name of a nominee of DTC, duly executed 
and authenticated by the Securities Administrator and the Authenticating Agent  
as hereinafter provided. The aggregate principal amounts of the Rule 144A       
Book-Entry Certificates may from time to time be increased or decreased by      
adjustments made on the records of the Securities Administrator or DTC or its   
nominee, as the case may be, as hereinafter provided.                           

     SECTION 5.02. Certificate Register; Registration of Transfer and Exchange
of Certificates.                                                                

       (a) The Securities Administrator shall maintain, or cause to be
maintained in accordance with the provisions of Section 5.09 hereof, a          
Certificate Register for the Trust Fund in which, subject to the provisions of  
subsections (b) and (c) below and to such reasonable regulations as it may      
prescribe, the Securities Administrator shall provide for the registration of   
Certificates and of Transfers and exchanges of Certificates as herein provided. 
Upon surrender for registration of Transfer of any Certificate, the Securities  
Administrator shall authenticate and deliver, in the name of the designated     
transferee or transferees, one or more new Certificates of the same Class and of
like aggregate Percentage Interest.                                             

   At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of the same Class in authorized denominations and evidencing 
the same aggregate Percentage Interest upon surrender of the Certificates to be 
exchanged at the office or agency of the Securities Administrator. Whenever any 
Certificates are so surrendered for exchange, the Securities Administrator shall
execute, authenticate and deliver the Certificates that the Certificateholder   
making the exchange is entitled to                                              

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receive. Every Certificate presented or surrendered for registration of Transfer
or exchange shall be accompanied by a written instrument of Transfer in form    
satisfactory to the Securities Administrator duly executed by the holder thereof
or his attorney duly authorized in writing.                                     

No service charge to the Certificateholders shall be made for any   
registration of Transfer or exchange of Certificates, but 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 may be required. All   
Certificates surrendered for registration of Transfer or exchange shall be      
canceled and subsequently destroyed by a Securities Administrator in accordance 
with such Securities Administrator's customary procedures.                      

         (b) No Transfer of a Class C or Class P Certificate shall be made
unless such Transfer is made pursuant to an effective registration statement    
under the Securities Act and any applicable state securities laws or is exempt  
from the registration requirements under the Securities Act and such state      
securities laws. In the event that a Transfer is to be made in reliance upon an 
exemption from the Securities Act and such laws, in order to assure compliance  
with the Securities Act and such laws, the Certificateholder desiring to effect 
such Transfer and such Certificateholder's prospective transferee shall (except 
with respect to the initial transfer of a Class C or Class P Certificate by     
Merrill Lynch & Co. or, in connection with a transfer of a Class C or Class P   
Certificate to the indenture trustee under an Indenture pursuant to which NIM   
Notes are issued, whether or not such notes are guaranteed by the NIMs Insurer) 
each certify to the Securities Administrator in writing the facts surrounding   
the Transfer in substantially the form set forth in Exhibit F (the "Transferor  
Certificate") and (i) deliver a letter in substantially the form of either      
Exhibit G (the "Investment Letter") or Exhibit H (the "Rule 144A Letter") or    
(ii) there shall be delivered to the Securities Administrator an Opinion of     
Counsel that such Transfer may be made pursuant to an exemption from the        
Securities Act, which Opinion of Counsel shall not be an expense of the         
Depositor, the Securities Administrator or the Trustee. The Depositor shall     
provide to any Holder of a Class C or Class P Certificate and any prospective   
transferee designated by any such Holder, information regarding the related     
Certificates and the Mortgage Loans and such other information as shall be      
necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4)  
for Transfer of any such Certificate without registration thereof under the     
Securities Act pursuant to the registration exemption provided by Rule 144A. The
Securities Administrator shall cooperate with the Depositor in providing the    
Rule 144A information referenced in the preceding sentence, including providing 
to the Depositor such information in the possession of the Securities           
Administrator regarding the Certificates, the Mortgage Loans and other matters  
regarding the Trust Fund as the Depositor shall reasonably request to meet its  
obligation under the preceding sentence. Each Holder of a Class C or Class P    
Certificate desiring to effect such Transfer shall, and does hereby agree to,   
indemnify the Depositor, the Securities Administrator and the Trustee 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 Depositor, the Securities Administrator 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                                             

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person which the seller reasonably believes is a "qualified institutional buyer"
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.                                

   No transfer of an ERISA Restricted Certificate or a Class R Certificate
will be registered unless the Securities Administrator has received (A) a       
representation that such transferee is not an employee benefit plan subject to  
Title I of ERISA, a plan subject to Section 4975 of the Code or a plan 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 such Certificate for, on   
behalf of, or with any assets of any such Plan, (B) solely in the case of an    
ERISA Restricted Certificate (I) if the Certificate has been the subject of an  
ERISA-Qualifying Underwriting, a representation that such transferee is an      
insurance company that is acquiring the Certificate with assets contained in 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 (II) solely in the case of an ERISA Restricted Certificate that is a         
Definitive Certificate, an Opinion of Counsel satisfactory to the Securities    
Administrator, and upon which the Securities Administrator and the NIMs Insurer 
shall be entitled to rely, to the effect that the acquisition and holding of    
such Certificate will not constitute or 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 Trustee, the Master Servicer, the      
Securities Administrator, the Servicer, the NIMs Insurer or the Depositor to any
obligation in addition to those expressly undertaken in this Agreement, which   
Opinion of Counsel shall not be an expense of the Securities Administrator, the 
Trustee, the Master Servicer, the Servicer, the NIMs Insurer or the Depositor.  

Except in the case of a Definitive Certificate, the representations as set forth
in the immediately preceding paragraph, other than clause (B)(II) in the        
immediately preceding paragraph, shall be deemed to have been made to the       
Securities Administrator by the transferee's acceptance of an ERISA Restricted  
Certificate or a Class R Certificate (or the acceptance by a Certificate Owner  
of the beneficial interest in any Class of ERISA Restricted Certificates or a   
Class R Certificate).                                                           

     Notwithstanding any other provision herein to the contrary, any purported
transfer of an ERISA Restricted Certificate or a Class R Certificate to or on   
behalf of a Plan without the delivery to the Securities Administrator of a      
representation or an Opinion of Counsel satisfactory to the Securities          
Administrator as described above shall be void and of no effect. The Securities 
Administrator shall not be under any liability to any Person for any            
registration or transfer of any ERISA Restricted Certificate or a Class R       
Certificate that is in fact not permitted by this Section 5.02(b), nor shall the
Securities Administrator be under any liability for making any payments due on  
such Certificate to the Holder thereof or taking any other action with respect  
to such Holder under the provisions of this Agreement so long as the transfer   
was registered by the Securities Administrator in accordance with the foregoing 
requirements. The Securities Administrator shall be entitled, but not obligated,
to recover from any Holder of any ERISA Restricted Certificate or a Class R     
Certificate that was in fact a Plan and that held such Certificate in violation 
of this Section 5.02(b) all payments made on such ERISA Restricted Certificate  
or a Class R Certificate at and after the time it commenced such holding. Any   
such payments so recovered shall be paid and delivered to the last preceding    
Holder of such Certificate that is not a Plan.                                  

           (c) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such    
Ownership Interest to have agreed                                               

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to be bound by the following provisions, and the rights of each Person acquiring
any Ownership Interest in a Class R Certificate are expressly subject to the    
following provisions:                                                           

                  (i) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall be a Permitted Transferee and shall promptly notify 
the Securities Administrator of any change or impending change in its status as 
a Permitted Transferee.                                                         

              (ii) No Ownership Interest in a Class R Certificate may be
purchased, transferred or sold, directly or indirectly, except in accordance    
with the provisions hereof. No Ownership Interest in a Class R Certificate may  
be registered on the Closing Date or thereafter transferred, and the Securities 
Administrator shall not register the Transfer of any Class R Certificate unless,
in addition to the certificates required to be delivered to the Securities      
Administrator under subparagraph (b) above, the Securities Administrator shall  
have been furnished with an affidavit (a "Transfer Affidavit") of the initial   
owner or the proposed transferee in the form attached hereto as Exhibit E-1 and 
an affidavit of the proposed transferor in the form attached hereto as Exhibit  
E-2. In the absence of a contrary instruction from the transferor of a Class R  
Certificate, declaration (11) in Appendix A of the Transfer Affidavit may be    
left blank. If the transferor requests by written notice to the Securities      
Administrator prior to the date of the proposed transfer that one of the two    
other forms of declaration (11) in Appendix A of the Transfer Affidavit be used,
then the requirements of this Section 5.02(c)(ii) shall not have been satisfied 
unless the Transfer Affidavit includes such other form of declaration.          

                 (iii) Each Person holding or acquiring any Ownership Interest
in a Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any
other Person to whom such Person attempts to Transfer its Ownership Interest in 
a Class R Certificate, (B) to obtain a Transfer Affidavit from any Person for   
whom such Person is acting as nominee, trustee or agent in connection with any  
Transfer of a Class R Certificate and (C) not to Transfer its Ownership Interest
in a Class R Certificate or to cause the Transfer of an Ownership Interest in a 
Class R Certificate to any other Person if it has actual knowledge that such    
Person is not a Permitted Transferee. Further, no transfer, sale or other       
disposition of any Ownership Interest in a Class R Certificate may be made to a 
person who is not a U.S. Person (within the meaning of Section 7701 of the Code)
unless such person furnishes the transferor and the Securities Administrator    
with a duly completed and effective Internal Revenue Service Form W-8ECI (or any
successor thereto) and the Securities Administrator consents to such transfer,  
sale or other disposition in writing.                                           

             (iv) Any attempted or purported Transfer of any Ownership
Interest in a Class R Certificate in violation of the provisions of this Section
5.02(c) shall be absolutely null and void and shall vest no rights in the       
purported Transferee. If any purported transferee shall become a Holder of a    
Class R Certificate in violation of the provisions of this Section 5.02(c), then
the last preceding Permitted Transferee shall be restored to all rights as      
Holder thereof retroactive to the date of registration of Transfer of such Class
R Certificate. The Securities Administrator shall be under no liability to any  
Person for any registration of Transfer of a Class R Certificate that is in fact
not permitted by Section 5.02(b) and this Section 5.02(c) or for making any     
payments due on such Certificate to the Holder thereof or taking any other      
action with respect to such Holder under the provisions of this Agreement so    
long as the Transfer was registered after receipt of the related Transfer       
Affidavit. The Securities Administrator shall be entitled but not obligated to  
recover from any Holder of a Class R Certificate that was in fact not a         
Permitted Transferee at the time it became a Holder or, at such subsequent time 
as it became other than a Permitted Transferee, all payments made on such Class 
R Certificate at and after either such time. Any such payments so recovered by  
the Securities Administrator shall be paid and delivered by the Securities      
Administrator to the last preceding Permitted Transferee of such Certificate.   

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               (v) At the option of the Holder of the Class R Certificate,
the Class LTR Interest and the residual interest in the Upper Tier REMIC may be 
severed and represented by separate certificates (with the certificate that     
represents the Residual Interest also representing all rights of the Class R    
Certificate to distributions attributable to a Pass-Through Rate on the Class R 
Certificate in excess of the REMIC Pass-Through Rate); provided, however, that  
such separate certification may not occur until the Securities Administrator and
the NIMs Insurer receive an Opinion of Counsel to the effect that separate      
certification in the form and manner proposed would not result in the imposition
of federal tax upon the Trust Fund or any of the REMICs provided for herein or  
cause any of the REMICs provided for herein to fail to qualify as a REMIC; and  
provided further, that the provisions of Sections 5.02(b) and (c) will apply to 
each such separate certificate as if the separate certificate were a Class R    
Certificate. If, as evidenced by an Opinion of Counsel, it is necessary to      
preserve the REMIC status of any of the REMICs provided for herein, the Class   
LTR Interest and the residual interest in the Upper Tier REMIC shall be severed 
and represented by separate Certificates.                                       

(vi) [RESERVED]                             

    The restrictions on Transfers of a Class R Certificate set forth in this
Section 5.02(c) shall cease to apply (and the applicable portions of the legend 
on a Class R Certificate may be deleted) with respect to Transfers occurring    
after delivery to the Securities Administrator and the NIMs Insurer of an       
Opinion of Counsel, which Opinion of Counsel shall not be an expense of the     
Securities Administrator, the NIMs Insurer or the Depositor, to the effect that 
the elimination of such restrictions will not cause any of the REMICs provided  
for herein to fail to qualify as a REMIC at any time that the Certificates are  
outstanding or result in the imposition of any tax on the Trust Fund, any REMIC 
provided for herein, a Certificateholder or another Person. Each Person holding 
or acquiring any Ownership Interest in a Class R Certificate hereby consents to 
any amendment of this Agreement that, based on an Opinion of Counsel furnished  
to the Securities Administrator, is reasonably necessary (a) to ensure that the 
record ownership of, or any beneficial interest in, a Class R Certificate is not
transferred, directly or indirectly, to a Person that is not a Permitted        
Transferee and (b) to provide for a means to compel the Transfer of a Class R   
Certificate that is held by a Person that is not a Permitted Transferee to a    
Holder that is a Permitted Transferee.                                          

      (d) The transferor of the Class R Certificate shall notify the
Securities Administrator in writing upon the transfer of the Class R            
Certificate.                                                                    

         (e) The Privately Offered Certificates may not be offered or sold
except to (i) QIBs in reliance on the exemption from the registration           
requirements of the Securities Act provided by Rule 144A that are "United States
Persons" for purposes of the Code, (ii) Institutional Accredited Investors, that
are United States Persons (as defined by Regulation S) for purposes of the Code 
or (iii) outside the United States, persons who are not U.S. persons (as defined
by Regulation S) in offshore transactions in compliance with Regulation S.      

   To permit compliance with the foregoing in connection with any proposed
transfer of the Privately Offered Certificates, the Securities Administrator    
shall cooperate with the Depositor in furnishing, upon the request of any       
Certificateholder, to such Certificateholder or Certificate Owner and a         
prospective transferee designated by such Certificateholder, the information    
required to be delivered under Rule 144A(d)(4).                                 

        Each Certificateholder, by its acceptance of a Privately Offered
Certificate, will be deemed to have represented and agreed as follows (terms    
used in this section that are defined in Rule 144A are used herein as defined   
therein):                                                                       

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  (1) It (A)(i) is a QIB, (ii) is aware that the sale of the Class B-1A,
Class B-1B, Class B-2A, Class B-2B, Class B-3A, Class B-3B, Class B-4A, Class   
B-4B or Class M-6 Certificates, as applicable, is being made in reliance on Rule
144A and (iii) is acquiring such Certificates for its own account or for the    
account of a QIB, as the case may be, (B)(i) is an Institutional Accredited     
Investor, (ii) is purchasing the Class B-1A, Class B-1B, Class B-2A, Class B-2B,
Class B-3A, Class B-3B, Class B-4A, Class B-4B, or Class M-6 Certificates being 
sold to it for its own account or for certain qualified institutional accounts  
and (iii) is not acquiring such Class B-1A, Class B-1B, Class B-2A, Class B-2B, 
Class B-3A, Class B-3B, Class B-4A, Class B-4B, or Class M-6 Certificates with a
view to any resale or distribution thereof other than in accordance with the    
restrictions set forth below or (C) (i) is not a U.S. person (as defined by     
Regulation S), (ii) was at the time the buy order was originated outside the    
United States and (iii) 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 thereon shall be made in 
the United States or to or for the account or benefit of a U.S. person (as      
defined by Regulation S).                                                       

    (2) It understands that the Privately Offered Certificates have not been
and will not be registered under the Securities Act and may not be reoffered,   
resold, pledged or otherwise transferred except (A)(i) to a Person whom it      
reasonably believes is a QIB in a transaction meeting the requirements of Rule  
144A, (ii) to an Institutional Accredited Investor in a transaction exempt from 
the registration requirements of the Securities Act, or (iii) outside the United
States, to Persons who are not U.S. persons (as defined by Regulation S) in     
offshore transactions in compliance with Regulation S and (B) in accordance with
all applicable securities laws of the states of the United States.              

     (3) It understands that any Privately Offered Certificates acquired by it
pursuant to clause (1)(B) above will be in the form of definitive physical      
certificates ("Certificates") bearing the legend set forth in paragraph (4)     
below.                                                                          

      (4) The Privately Offered Certificates will bear a legend to the following
effect:                                                                         

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
  AS AMENDED (THE "ACT"), THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED
     (THE "1940 ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS, AND MAY NOT,
    DIRECTLY OR INDIRECTLY, BE SOLD OR OTHERWISE TRANSFERRED, OR OFFERED FOR
    SALE, UNLESS SUCH TRANSFER IS NOT SUBJECT TO REGISTRATION UNDER THE ACT,
   THE 1940 ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND SUCH TRANSFER
      ALSO COMPLIES WITH THE OTHER PROVISIONS OF SECTION 5.02 OF THE POOLING AND
   SERVICING AGREEMENT. IF THE CERTIFICATE IS A DEFINITIVE CERTIFICATE, NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE SECURITIES    
    ADMINISTRATOR SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO
      THE SECURITIES ADMINISTRATOR (A) AN INVESTMENT LETTER FROM THE PROSPECTIVE
INVESTOR; AND (B) REPRESENTATIONS FROM THE TRANSFEROR REGARDING THE 
OFFERING AND SALE OF THE CERTIFICATES.                              

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    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 ACT,
(B) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
   BUYER" AS DEFINED IN RULE 144A UNDER THE 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,
     (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1),
  (2), (3) OR (7) OF REGULATION D, OR (D) OUTSIDE THE UNITED STATES TO A
  PERSON WHO IS NOT A U.S. PERSON (AS DEFINED BY REGULATION S OF THE ACT
      ("REGULATION S")) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION
    S, AND IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF
 THE UNITED STATES AND SUBJECT TO THE SECURITIES ADMINISTRATOR'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.                                                          

    Any Privately Offered Certificate acquired pursuant to Regulation S will
bear the following two legends in replacement of the legends above:             

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "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 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 ACT,
(2) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
   BUYER" AS DEFINED IN RULE 144A UNDER THE ACT THAT PURCHASES FOR ITS OWN

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                 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, (3) TO AN INSTITUTIONAL ACCREDITED
             INVESTOR AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF
                  REGULATION D, OR (4) OUTSIDE THE UNITED STATES TO A PERSON WHO
               IS NOT A U.S. PERSON (AS DEFINED BY REGULATION S OF THE ACT
              ("REGULATION S")) IN AN OFFSHORE TRANSACTION IN COMPLIANCE
              WITH REGULATION S, AND IN EACH CASE IN ACCORDANCE WITH ALL
                  APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SUBJECT TO
                 THE SECURITIES ADMINISTRATOR'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.                                  

            (5) Any information the purchaser desires concerning the
          Privately Offered Certificates or any other matter relevant to its
         decision to purchase the Privately Offered Certificates is or has
been made available to it.                              

      The transferor of a Privately Offered Certificate or a beneficial interest
in a Privately Offered Certificate (except in the case of the transfer of (i) a 
beneficial interest in a Rule 144A Book-Entry Certificate for a beneficial      
interest in a Rule 144A Book-Entry Certificate or (ii) a beneficial interest in 
a Regulation S Book-Entry Certificate for a beneficial interest in a Regulation 
S Book-Entry Certificate) shall be required to provide to the Securities        
Administrator (i) in the case of a transferor holding a Definitive Certificate  
or a beneficial interest in a Regulation S Book-Entry Certificate and wishing to
transfer to a Person in the form of a beneficial interest in a Rule 144A        
Book-Entry Certificate, a transferor letter substantially in the form attached  
as Exhibit H and a transferee letter substantially in the form attached as      
Exhibit H or (ii) in the case of a transferor holding a Definitive Certificate  
or a beneficial interest in a Rule 144A Book-Entry Certificate and wishing to   
transfer to a Person in the form of a beneficial interest in a Regulation S     
Book-Entry Certificate, a transferor letter substantially in the form attached  
as Exhibit Q.                                                                   

    No transfer of a Certificate to a transferee in the form of a Definitive
Certificate shall be registered unless such transfer is (i) to a QIB and a      
transferor letter substantially in the form attached as Exhibit R and a         
transferee letter substantially in the form attached as Exhibit H are delivered 
to the Securities Administrator, (ii) outside the United States, to a person who
is not a U.S. person (as defined by Regulation S) in an offshore transaction in 
compliance with Regulation S and a transferor letter substantially in the form  
attached as Exhibit Q is delivered to the Securities Administrator or (iii) to  
an "accredited investor" under Rule 501(a)(1), (2), (3) or (7) under the        
Securities Act and a transferor letter substantially in the form attached as    
Exhibit F and a transferor letter substantially in the form attached as Exhibit 
G are delivered to the Securities Administrator.                                

     The Securities Administrator may conclusively rely on any such transferor
letter and representation letter as sufficient to confirm that the proposed     
transfer is being made pursuant to an exemption from, or in a transaction not   
subject to, the registration requirements of the Securities Act and other       
applicable laws.                                                                

          (f) The preparation and delivery of all certificates, opinions and
other writings referred to above in this Section 5.02 shall not be an expense of
the Trust Fund, the Depositor, the Securities Administrator or the Trustee.     

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SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.    

If (a) any mutilated Certificate is surrendered to the Securities   
Administrator or the Securities Administrator receives evidence to its          
satisfaction of the destruction, loss or theft of any Certificate and of the    
ownership thereof and (b) there is delivered to the Securities Administrator and
the Trustee such security or indemnity as may be required by them to save each  
of them harmless, then, in the absence of notice to the Securities Administrator
that such Certificate has been acquired by a bona fide purchaser, the Securities
Administrator shall execute, authenticate and deliver, in exchange for or in    
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new        
Certificate of like Class, tenor and Percentage Interest. In connection with the
issuance of any new Certificate under this Section 5.03, the Securities         
Administrator 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 Securities Administrator and   
the Trustee and their counsel) connected therewith. Any replacement Certificate 
issued pursuant to this Section 5.03 shall constitute complete and indefeasible 
evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time. All       
Certificates surrendered to the Securities Administrator under the terms of this
Section 5.03 shall be canceled and destroyed by the Securities Administrator in 
accordance with its standard procedures without liability on its part.          

SECTION 5.04. Persons Deemed Owners.                                

     The NIMs Insurer, the Trustee, the Securities Administrator and any agent
of the NIMs Insurer, the Trustee or the Securities Administrator may treat the  
Person in whose name any Certificate is registered as the owner of such         
Certificate for the purpose of receiving distributions as provided in this      
Agreement and for all other purposes whatsoever, and none of the NIMs Insurer,  
the Trustee or the Securities Administrator, nor any agent of the NIMs Insurer, 
the Trustee or the Securities Administrator shall be affected by any notice to  
the contrary.                                                                   

    SECTION 5.05. Access to List of Certificateholders' Names and Addresses.

If three or more Certificateholders (a) request such information in 
writing from the Securities Administrator, (b) state that such                  
Certificateholders desire to communicate with other Certificateholders with     
respect to their rights under this Agreement or under the Certificates, and (c) 
provide a copy of the communication that such Certificateholders propose to     
transmit or if the NIMs Insurer or the Depositor shall request such information 
in writing from the Securities Administrator, then the Securities Administrator 
shall, within ten Business Days after the receipt of such request, provide the  
NIMs Insurer or the Depositor or such Certificateholders at such recipients'    
expense the most recent list of the Certificateholders of the Trust Fund held by
the Securities Administrator, if any. The Depositor and every Certificateholder,
by receiving and holding a Certificate, agree that the Securities Administrator 
shall not be held accountable by reason of the disclosure of any such           
information as to the list of the Certificateholders hereunder, regardless of   
the source from which such information was derived.                             

SECTION 5.06. Book-Entry Certificates.                              

    The Regular Certificates, upon original issuance, shall be issued in the
form of one or more typewritten Certificates representing the Book-Entry        
Certificates, to be delivered to the Depository by or on behalf of the          
Depositor. The Class C, Class P and Class R Certificates shall be definitive    
certificates. The Book-Entry Certificates shall initially be registered on the  
Certificate Register in the name of the Depository or its nominee, and no       
Certificate Owner of a Book-Entry Certificate will receive a definitive         
certificate representing such Certificate Owner's interest in such Certificates,
except as provided in                                                           

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Section 5.08. Unless and until definitive, fully registered Certificates        
("Definitive Certificates") have been issued to the Certificate Owners of the   
Book-Entry Certificates pursuant to Section 5.08:                               

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

         (b) the Depositor, the Securities Administrator, the NIMs Insurer
and the Trustee may deal with the Depository and the Depository Participants for
all purposes (including the making of distributions) as the authorized          
representative of the respective Certificate Owners of the Book-Entry           
Certificates;                                                                   

  (c) registration of the Book-Entry Certificates may not be
transferred by the Securities Administrator except to another Depository;       

  (d) the rights of the respective Certificate Owners of the
Book-Entry Certificates shall be exercised only through the Depository and the  
Depository Participants and shall be limited to those established by law and    
agreements between the Owners of the Book-Entry Certificates and the Depository 
and/or the Depository Participants. Pursuant to the Depository Agreement, unless
and until Definitive Certificates are issued pursuant to Section 5.08, the      
Depository will make book-entry transfers among the Depository Participants and 
receive and transmit distributions of principal and interest on the related     
Certificates to such Depository Participants;                                   

            (e) the Depository may collect its usual and customary fees, charges
and expenses from its Depository Participants;                                  

           (f) the Securities Administrator and the Trustee may rely and shall
be fully protected in relying upon information furnished by the Depository with 
respect to its Depository Participants; and                                     

           (g) to the extent that the provisions of this Section conflict with
any other provisions of this Agreement, the provisions of this Section shall    
control.                                                                        

   For purposes of any provision of this Agreement requiring or permitting
actions with the consent of, or at the direction of, Certificateholders         
evidencing a specified percentage of the aggregate unpaid principal amount of   
any Class of Certificates, such direction or consent may be given by Certificate
Owners (acting through the Depository and the Depository Participants) owning   
Book-Entry Certificates evidencing the requisite percentage of principal amount 
of such Class of Certificates.                                                  

    In the event that Definitive Certificates are issued pursuant to Section
5.08(b), clauses (a) through (g) of this Section 5.06 shall continue to apply   
with respect to all remaining Book-Entry Certificates.                          

SECTION 5.07. Notices to Depository.                                

 Whenever any notice or other communication is required to be given to
Certificateholders of the Class with respect to which Book-Entry Certificates   
have been issued, unless and until Definitive Certificates shall have been      
issued to the related Certificate Owners, the Securities Administrator and the  
Trustee shall give all such notices and communications to the Depository.       

SECTION 5.08. Definitive Certificates.                              

      (a) If, after Book-Entry Certificates have been issued with respect to any
Certificates, (i) the Depository or the Depositor advises the Securities        
Administrator and the Trustee that the Depository is no                         

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longer willing, qualified or able to discharge properly its responsibilities    
under the Depository Agreement with respect to such Certificates and the        
Securities Administrator or the Depositor is unable to locate a qualified       
successor, (ii) the Depositor notifies the Securities Administrator of its      
intent to terminate the book-entry system through the Depository and, upon      
receipt of notice of such intent from the Depository, the Certificate Owners of 
the Book-Entry Certificates agree to initiate such termination or (iii) after   
the occurrence and continuation of an Event of Default, Certificate Owners of   
such Book-Entry Certificates having not less than 51% of the Voting Rights      
evidenced by any Class of Book-Entry Certificates advise the Securities         
Administrator, the Trustee and the Depository in writing through the Depository 
Participants that the continuation of a book-entry system with respect to       
Certificates of such Class through the Depository (or its successor) is no      
longer in the best interests of the Certificate Owners of such Class, then the  
Securities Administrator shall notify all Certificate Owners of such Book-Entry 
Certificates and the NIMs Insurer, through the Depository, of the occurrence of 
any such event and of the availability of Definitive Certificates to Certificate
Owners of such Class requesting the same. The Depositor shall provide the       
Securities Administrator with an adequate inventory of certificates to          
facilitate the issuance and transfer of Definitive Certificates. Upon surrender 
to the Securities Administrator of any such Certificates by the Depository,     
accompanied by registration instructions from the Depository for registration,  
the Securities Administrator shall authenticate and deliver such Definitive     
Certificates. Neither the Depositor nor the Securities Administrator shall be   
liable for any delay in delivery of such instructions and each may conclusively 
rely on, and shall be protected in relying on, such instructions. Upon the      
issuance of such Definitive Certificates, all references herein to obligations  
imposed upon or to be performed by the Depository shall be deemed to be imposed 
upon and performed by the Securities Administrator, to the extent applicable    
with respect to such Definitive Certificates and the Securities Administrator   
shall recognize the Holders of such Definitive Certificates as                  
Certificateholders hereunder.                                                   

      (b) Any Privately Offered Certificate sold to an "accredited investor" (as
defined under Rule 501(a)(1), (2), (3) or (7) under the Securities Act) shall be
issued in the form of one or more Definitive Certificates. The Securities       
Administrator will effect such transfer in accordance with its customary        
procedures.                                                                     

SECTION 5.09. Maintenance of Office or Agency.                      

   The Securities Administrator will maintain or cause to be maintained at
its expense an office or offices or agency or agencies where Certificates may be
surrendered for registration of transfer or exchange. The Securities            
Administrator initially designates its offices at Sixth Street and Marquette    
Avenue, Minneapolis, Minnesota 55479, Attention: Client Services Manager - Ownit
Mortgage Loan Trust, Series 2005-4 as offices for such purposes. The Securities 
Administrator will give prompt written notice to the Certificateholders of any  
change in such location of any such office or agency.                           

ARTICLE VI

THE DEPOSITOR, THE MASTER SERVICER, THE SERVICER AND
THE SECURITIES ADMINISTRATOR

SECTION 6.01. Respective Liabilities of the Depositor, the Master   
Servicer, the Servicer and the Securities Administrator.                        

The Depositor, the Master Servicer, the Servicer and the Securities 
Administrator shall each be liable in accordance herewith only to the extent of 
the obligations specifically and respectively imposed upon and undertaken by    
them herein.                                                                    

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SECTION 6.02. Merger or Consolidation of the Depositor, the Master  
Servicer, the Servicer or the Securities Administrator.                         

Except as provided in the next paragraph, the Depositor, the Master 
Servicer, the Servicer and the Securities Administrator will each keep in full  
effect its existence, rights and franchises as a corporation, a limited         
liability company, a limited partnership or banking association under the laws  
of the United States or under the laws of one of the States thereof and will    
each obtain and preserve its qualification to do business as a foreign          
corporation in each jurisdiction in which such qualification is or shall be     
necessary to protect the validity and enforceability of this Agreement, or any  
of the Mortgage Loans and to perform its respective duties under this Agreement.

     Any Person into which the Depositor, the Master Servicer, the Servicer or
the Securities Administrator may be merged or consolidated, or any Person       
resulting from any merger or consolidation to which the Depositor, the Master   
Servicer, the Servicer or the Securities Administrator shall be a party, or any 
Person succeeding to the business of the Depositor, the Master Servicer, the    
Servicer or the Securities Administrator, shall be the successor of the         
Depositor, the Master Servicer, the Securities Administrator or the Servicer, 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 (except for the execution of an assumption agreement   
where such succession is not effected by operation of law); provided, however,  
that the successor or surviving Person to the Servicer shall be qualified to    
sell mortgage loans to, and to service mortgage loans on behalf of, Fannie Mae  
or Freddie Mac.                                                                 

  SECTION 6.03. Limitation on Liability of the Depositor, the Securities
Administrator, the Master Servicer, the Servicer and Others.                    

    None of the Depositor, the Master Servicer, the Servicer, the Securities
Administrator nor any of the directors, officers, employees or agents of the    
Depositor, the Master Servicer, the Servicer or the Securities Administrator    
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 Master Servicer, the        
Servicer, the Securities Administrator or any such Person against any breach of 
representations or warranties made by it herein or protect the Depositor, the   
Master Servicer, the Servicer, the Securities Administrator or any such Person  
from any liability that would otherwise be imposed by reasons of willful        
misfeasance, bad faith or negligence in the performance of duties or by reason  
of reckless disregard of obligations and duties hereunder. The Depositor, the   
Master Servicer, the Servicer or the Securities Administrator and any director, 
officer, employee or agent of the Depositor, the Master Servicer, the Servicer  
or the Securities Administrator 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 Depositor, the Master Servicer, the Servicer, the
Securities Administrator and any director, officer, employee or agent of the    
Depositor, the Master Servicer, the Servicer or the Securities Administrator    
shall be indemnified by the Trust Fund and held harmless against any loss,      
liability or expense, incurred in connection with the performance of their      
duties under this agreement or incurred in connection with any audit,           
controversy or judicial proceeding relating to a governmental taxing authority  
or any legal action relating to this Agreement or the Certificates, other than  
any loss, liability or expense (i) incurred by reason of willful misfeasance,   
bad faith or negligence in the performance of duties hereunder or by reason of  
reckless disregard of obligations and duties hereunder or (ii) which does not   
constitute an "unanticipated expense" within the meaning of Treasury Regulation 
Section 1.860G-1(b)(3)(ii). None of the Depositor, the Master Servicer, the     
Servicer nor the Securities Administrator shall be under any obligation to      
appear in, prosecute or defend any legal action that is not incidental to its   
respective duties hereunder and that in its opinion may involve it in any       
expense or liability; provided, however, that any of the Depositor, the Master  
Servicer, the Servicer or the Securities Administrator in its discretion may    

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undertake any such action that it may deem necessary or desirable in respect of 
this Agreement and the rights and duties of the parties hereto and the interests
of the Trustee and the Certificateholders hereunder. In such event, the legal   
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust Fund, and the Depositor, the Master
Servicer, the Servicer and the Securities Administrator shall be entitled to be 
reimbursed therefor out of the Collection Account as provided by Section 3.08   
hereof.                                                                         

  In addition, the Master Servicer and Securities Administrator shall be
entitled to be reimbursed out of the Certificate Account for all reasonable     
out-of-pocket expenses, disbursements and advances incurred or made by the      
Master Servicer or Securities Administrator on behalf of the Trust Fund in      
accordance with any of the provisions of this Agreement (including, without     
limitation: (A) the reasonable compensation and the expenses and disbursements  
of its counsel, but only for representation of each of the Master Servicer or   
Securities Administrator acting in its capacity as Master Servicer or Securities
Administrator hereunder, respectively, and (B) to the extent that the Securities
Administrator must engage persons not regularly in its employ to perform acts or
services on behalf of the Trust Fund, which acts or services are not in the     
ordinary course of the duties of a securities administrator, in the absence of a
breach or default by any party hereto, the reasonable compensation, expenses and
disbursements of such persons), except any such compensation, expense,          
disbursement or advance that either (i) arises from its negligence, bad faith or
willful misconduct or (ii) does not constitute an "unanticipated expense" within
the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii).                 

SECTION 6.04. Limitation on Resignation of Servicer.                

      Subject to the provisions of Section 7.01, the second paragraph of Section
7.02, the second paragraph of Section 6.02 and the following paragraph of this  
Section 6.04, the Servicer shall not resign from the obligations and duties     
hereby imposed on it except upon determination that its duties hereunder are no 
longer permissible under applicable law. 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 NIMs Insurer and the Master Servicer. No   
such resignation shall become effective until the Master Servicer or a successor
servicer reasonably acceptable to the NIMs Insurer and the Master Servicer is   
appointed and has assumed the Servicer's responsibilities, duties, liabilities  
and obligations hereunder. Any such resignation shall not relieve the Servicer  
of any of the obligations specified in Section 7.01 and 7.02 as obligations that
survive the resignation or termination of the Servicer.                         

      Notwithstanding anything to the contrary in the previous paragraph of this
Section 6.04, the Trustee, the Securities Administrator, the Master Servicer,   
the Depositor and the NIMs Insurer 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, if any, for the
benefit of certain lenders, and (ii) agree that upon delivery to the Trustee by 
the Servicing Rights Pledgee of a letter signed by the Servicer whereby the     
Servicer shall resign as Servicer under this Agreement, notwithstanding anything
to the contrary which may be set forth in Section 3.04 above, the Trustee shall 
appoint the Servicing Rights Pledgee or its designee as successor servicer,     
provided that the Servicer's resignation will not be effective unless, at the   
time of such appointment, the Servicing Rights Pledgee or its designee (i) meets
the requirements of a successor servicer under Section 7.03 of this Agreement   
(including being acceptable to the Rating Agencies), provided, that the consent 
and approval of the Trustee, the Securities Administrator, the Master Servicer, 
the Depositor and the NIMS Insurer shall be deemed to have been given to the    
Servicing Rights Pledgee or its designee, and the Servicing Rights Pledgee and  
its designee are hereby agreed to be acceptable to the Trustee, the Securities  
Administrator, the Master Servicer, the Depositor and the NIMS Insurer and (ii) 
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     
servicer, the entire                                                            

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amount of the Servicing Fee and other compensation payable to the Servicer      
pursuant hereto shall thereafter be payable to such successor servicer.         

SECTION 6.05. Errors and Omissions Insurance; Fidelity Bonds.       

The Servicer shall, for so long as it acts as servicer under this   
Agreement, obtain and maintain in force (a) a policy or policies of insurance   
covering errors and omissions in the performance of its obligations as servicer 
hereunder, and (b) a fidelity bond in respect of its officers, employees and    
agents. Each such policy or policies and bond shall, together, comply with the  
requirements from time to time of Fannie Mae or Freddie Mac for Persons         
performing servicing for mortgage loans purchased by Fannie Mae or Freddie Mac  
unless the Servicer has obtained a waiver of such requirements from the Seller. 
The Servicer shall provide the Trustee, the NIMs Insurer and the Master         
Servicer, upon request and reasonable notice, with copies of such policies and  
fidelity bond or a certification from the insurance provider evidencing such    
policies and fidelity bond. The Servicer may be deemed to have complied with    
this provision if an Affiliate of the Servicer has such errors and omissions and
fidelity bond coverage and, by the terms of such insurance policy or fidelity   
bond, the coverage afforded thereunder extends to the Servicer. In the event    
that any such policy or bond ceases to be in effect, the Servicer shall use its 
reasonable best efforts to obtain a comparable replacement policy or bond from  
an insurer or issuer meeting the requirements set forth above as of the date of 
such replacement. Each year, together with the Annual Statement as to Compliance
delivered pursuant to Section 3.17, the Servicer shall cause to be delivered to 
the Trustee proof of coverage of the fidelity bond and errors and omissions     
insurance policy and a statement from the surety and the insurer that the surety
and the insurer shall endeavor to notify the Trustee within thirty (30) days    
prior to such fidelity bond's errors and omissions insurance policy's           
termination or material modification.                                           

SECTION 6.06. Limitation on Resignation of the Master Servicer.     

The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no 
longer permissible under applicable law. Any such determination pursuant to the 
preceding sentence permitting the resignation of the Master Servicer shall be   
evidenced by an Opinion of Counsel to such effect obtained at the expense of the
Master Servicer and delivered to the Trustee and the Rating Agencies. No        
resignation of the Master Servicer shall become effective until the Trustee or  
another successor Master Servicer shall have assumed the Master Servicer's      
responsibilities, duties, liabilities (other than those liabilities arising     
prior to the appointment of such successor) and obligations under this          
Agreement. If the Master Servicer and the Securities Administrator are the same 
Person, then at any time the Master Servicer is terminated hereunder, the       
Securities Administrator shall likewise be removed as securities administrator  
hereunder.                                                                      

SECTION 6.07. Assignment of Master Servicing.                       

      The Master Servicer may sell and assign its rights and delegate its duties
and obligations in their entirety as Master Servicer under this Agreement;      
provided, however, that: (i) the purchaser or transferee accept in writing such 
assignment and delegation and assume the obligations of the Master Servicer     
hereunder and shall (a) be a Person which shall be qualified to service mortgage
loans for Fannie Mae or Freddie Mac; (b) have a net worth of not less than      
$15,000,000 (unless otherwise approved by each Rating Agency pursuant to clause 
(ii) below); (c) be reasonably satisfactory to the Trustee and the Depositor;   
and (d) execute and deliver to the Trustee an agreement, in form and substance  
reasonably satisfactory to the Trustee and which contains an assumption by such 
Person of the due and punctual performance and observance of each covenant and  
condition to be performed or observed by it as master servicer under this       
Agreement, any custodial agreement from and after the effective date of such    
agreement; (ii) each Rating Agency shall be given prior written notice of the   
identity of the proposed                                                        

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successor to the Master Servicer and each Rating Agency's rating of the         
Certificates in effect immediately prior to such assignment, sale and delegation
will not be downgraded, qualified or withdrawn as a result of such assignment,  
sale and delegation, as evidenced by a letter to such effect delivered to the   
Master Servicer and the Trustee; and (iii) the Master Servicer assigning and    
selling the master servicing shall deliver to the Trustee an Officer's          
Certificate and an independent Opinion of Counsel, each stating that all        
conditions precedent to such action under this Agreement have been completed and
such action is permitted by and complies with the terms of this Agreement. No   
such assignment or delegation shall affect any liability of the Master Servicer 
arising out of acts or omissions prior to the effective date thereof.           

ARTICLE VII 

DEFAULT; TERMINATION OF SERVICER

SECTION 7.01. Events of Default.                                    

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

           (i) any failure by the Servicer to make any Advance, to
deposit in the Collection Account or the Certificate Account or remit to the    
Securities Administrator any payment (excluding a payment required to be made   
under Section 4.01 hereof) required to be made under the terms of this          
Agreement, which failure shall continue unremedied for three Business Days and, 
with respect to a payment required to be made under Section 4.01 hereof, for one
Business Day, after the date on which written notice of such failure shall have 
been given to the Servicer by the Securities Administrator or the Depositor, or 
to the Securities Administrator and the Servicer by the NIMs Insurer or the     
Holders of Certificates evidencing not less than 25% of the Voting Rights       
evidenced by the Certificates; or                                               

                 (ii) any failure by the Servicer to observe or perform in any
material respect any other of the covenants or agreements on the part of the    
Servicer contained in this Agreement or any representation or warranty shall    
prove to be untrue, which failure or breach shall continue unremedied for a     
period of 60 days after the date on which written notice of such failure shall  
have been given to the Servicer by the Master Servicer, the Securities          
Administrator, the Trustee or the Depositor, or to the Master Servicer, the     
Securities Administrator, the Trustee and the Depositor by the NIMs Insurer or  
the Holders of Certificates evidencing not less than 25% of the Voting Rights   
evidenced by the Certificates; or                                               

               (iii) a decree or order of a court or agency or supervisory
authority having jurisdiction for the appointment of a receiver or liquidator in
any insolvency, readjustment of debt, marshaling 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 or unstayed for a period of 60 consecutive days; 
or                                                                              

                 (iv) consent by the Servicer to the appointment of a receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and 
liabilities or similar proceedings of or relating to the Servicer or all or     
substantially all of the property of the Servicer; or                           

                  (v) admission by a Servicer in writing of its inability to pay
its debts generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, 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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                (vi) any failure by the Servicer to duly perform, within the
required time period, its obligations under Sections 3.17, 3.18 and 3.22 of this
Agreement, which failure continues unremedied for a period of ten (10) days     
after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer by the Master Servicer or any   
other party to this Agreement.                                                  

      If an Event of Default shall occur with respect to the Servicer, then, and
in each and every such case, so long as such Event of Default shall not have    
been remedied within the applicable grace period, or solely with respect to     
clause (i) above by 5:00 p.m. on the Servicer Remittance Date, the Master       
Servicer may, or at the direction of the NIMs Insurer or the Holders of         
Certificates evidencing not less than 25% of the Voting Rights evidenced by the 
Certificates (with the written consent of the NIMs Insurer, except after a NIMs 
Insurer Default), shall, by notice in writing to the Servicer and the Servicing 
Rights Pledgee, if any (with a copy to each Rating Agency), terminate all of the
rights and obligations of the Servicer under this Agreement and in and to the   
Mortgage Loans and the proceeds thereof, other than its rights as a             
Certificateholder hereunder. On or after the receipt by the Servicer of such    
written notice, all authority and power of the Servicer hereunder, whether with 
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the  
Master Servicer. To the extent the Event of Default resulted from the failure of
the Servicer to make a required Advance, the Master Servicer shall thereupon    
make any Advance described in Section 4.01 hereof subject to Section 3.04       
hereof. The Master Servicer 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 or assignment of  
the Mortgage Loans and related documents, or otherwise. Unless expressly        
provided in such written notice, no such termination shall affect any obligation
of the Servicer to pay amounts owed pursuant to Article VIII. The Servicer      
agrees to cooperate with the Master Servicer in effecting the termination of the
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Master Servicer of all cash amounts which shall at the time 
be credited to the Collection Account, or thereafter be received with respect to
the Mortgage Loans. The Servicer and the Master Servicer shall promptly notify  
the Rating Agencies of the occurrence of an Event of Default or an event that,  
with notice, passage of time, other action or any combination of the foregoing  
would be an Event of Default, such notice to be provided in any event within two
Business Days of such occurrence.                                               

Notwithstanding any termination of the activities of the Servicer   
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a Scheduled Payment on a Mortgage Loan that was due prior to the notice      
terminating the Servicer's rights and obligations as Servicer hereunder and     
received after such notice, that portion thereof to which the Servicer would    
have been entitled pursuant to Sections 3.08(a)(i) through (viii), and any other
amounts payable to the Servicer hereunder the entitlement to which arose prior  
to the termination of its activities hereunder. 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.                                                                    

SECTION 7.02. Servicer Trigger Event.                               

A "Servicer Trigger Event," shall be deemed to have occurred on any 
Distribution Date where the aggregate amount of cumulative Realized Losses      
incurred since the Cut-off Date through the last day of the related Accrual     
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:             

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                                                                [Download Table]

  DISTRIBUTION DATE OCCURRING IN           PERCENTAGE
----------------------------------         ----------
                                                     
November 2008 through October 2009            5.00%  

November 2009 through October 2010            6.00%  

November 2010 through October 2011            7.50%  

November 2011 and thereafter                  8.00%  

  Upon discovery by the Securities Administrator that a Servicer Trigger
Event has occurred, the Securities Administrator shall promptly (and in any     
event within 5 Business Days of discovery) give written notice thereof to the   
Certificateholders. If a Servicer Trigger Event shall occur, then the Holders of
Certificates evidencing not less than 51% of the Voting Rights evidenced by the 
Certificates (with the written consent of the NIMs Insurer, except after a NIMs 
Insurer Default), may, by notice in writing to the Servicer (with a copy to each
Rating Agency), terminate all of the rights and obligations of the Servicer     
under this Agreement and in and to the Mortgage Loans and the proceeds thereof, 
other than its rights as a Certificateholder hereunder. On or after the receipt 
by the Servicer of such written notice, all authority and power of the Servicer 
hereunder, subject to and in accordance with Section 6.04 hereof, whether with  
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the  
Master Servicer as successor servicer. The Master Servicer is hereby authorized 
and empowered as successor servicer 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 or assignment of the Mortgage Loans and   
related documents, or otherwise. Unless expressly provided in such written      
notice, no such termination shall affect any obligation of the Servicer to pay  
amounts owed pursuant to Article VIII. The Servicer agrees to cooperate with the
Master Servicer as successor servicer in effecting the termination of the       
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Master Servicer as successor servicer of all cash amounts   
which shall at the time be credited to the Collection Account, or thereafter be 
received with respect to the Mortgage Loans. The Servicer and the Master        
Servicer shall promptly notify the Rating Agencies of the occurrence of a       
Servicer Trigger Event, such notice to be provided in any event within two      
Business Days of such occurrence.                                               

Notwithstanding any termination of the activities of the Servicer   
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a Scheduled Payment on a Mortgage Loan that was due prior to the notice      
terminating the Servicer's rights and obligations as Servicer hereunder and     
received after such notice, that portion thereof to which the Servicer would    
have been entitled pursuant to Sections 3.08(a)(i) through (viii), and any other
amounts payable to the Servicer hereunder the entitlement to which arose prior  
to the termination of its activities hereunder. 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.                                                                    

SECTION 7.03. Master Servicer to Act; Appointment of Successor.     

On and after the time the Servicer receives a notice of termination 
pursuant to Section 7.01 hereof, the Master Servicer shall, to the extent       
provided in Section 3.04, be the successor 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 and  
applicable law including the obligation to make advances pursuant to            

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Section 4.01. As compensation therefor, subject to the last paragraph of Section
7.01, the Master Servicer shall be entitled to all fees, compensation and       
reimbursement for costs and expenses relating to the Mortgage Loans that the    
Servicer would have been entitled to hereunder if the Servicer had continued to 
act hereunder. Notwithstanding the foregoing, if the Master Servicer has become 
the successor to the Servicer in accordance with Section 7.01 hereof, the Master
Servicer may, if it shall be unwilling to so act, or shall, if it is prohibited 
by applicable law from making Advances pursuant to Section 4.01 hereof or if it 
is otherwise unable to so act, appoint, or petition a court of competent        
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which successor shall be approved by the NIMs Insurer and which  
does not adversely affect the then current rating of the Certificates by each   
Rating Agency 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. Any successor Servicer shall be an institution that is acceptable to 
the NIMs Insurer and is a Fannie Mae and Freddie Mac approved seller/servicer in
good standing, that has a net worth of at least $15,000,000, and that is willing
to service the Mortgage Loans and executes and delivers to the Depositor, the   
Trustee and the Master Servicer an agreement accepting such delegation and      
assignment, that contains an assumption by such Person of the rights, powers,   
duties, responsibilities, obligations and liabilities of the Servicer (other    
than liabilities of the Servicer under Section 6.03 hereof incurred prior to    
termination of the Servicer under Section 7.01), with like effect as if         
originally named as a party to this Agreement; and provided further that each   
Rating Agency acknowledges that its rating of the Certificates in effect        
immediately prior to such assignment and delegation will not be qualified or    
reduced as a result of such assignment and delegation. No appointment of a      
successor to the Servicer hereunder shall be effective until the Master Servicer
shall have consented thereto, prior written consent of the NIMs Insurer is      
obtained (provided, that such prior written consent shall not be required in the
event that the Servicing Rights Pledgee or its designee is so appointed as      
Successor Servicer) and written notice of such proposed appointment shall have  
been provided by the Securities Administrator to each Certificateholder. The    
Master Servicer shall not resign as servicer until a successor servicer has been
appointed and has accepted such appointment. Pending appointment of a successor 
to the Servicer hereunder, the Master Servicer, unless the Master Servicer is   
prohibited by law from so acting, shall, subject to Section 3.04 hereof, act in 
such capacity as hereinabove provided. In connection with such appointment and  
assumption, the Master Servicer may make such arrangements for the compensation 
of such successor out of payments on Mortgage Loans as it and such successor    
shall agree; provided, however, that no such compensation shall be in excess of 
that permitted the Servicer hereunder. The Master Servicer and such successor   
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. Neither the Master Servicer nor any other       
successor servicer shall be deemed to be in default hereunder by reason of any  
failure to make, or any delay in making, any distribution hereunder or any      
portion thereof or any failure to perform, or any delay in performing, any      
duties or responsibilities hereunder, in either case caused by the failure of   
the Servicer to deliver or provide, or any delay in delivering or providing, any
cash, information, documents or records to it.                                  

Any successor to the Servicer as servicer shall give notice to the  
Mortgagors of such change of servicer and shall, during the term of its service 
as servicer maintain in force the policy or policies that the Servicer is       
required to maintain pursuant to Section 6.05.                                  

In the event that the Servicer shall for any reason no longer be the
Servicer hereunder (including by reason of any Event of Default),               
notwithstanding anything to the contrary above or anything to the contrary which
may be set forth in Section 3.04, the Securities Administrator, the Trustee, the
Master Servicer, the Depositor and the NIMS Insurer hereby agree that within 10 
Business Days of delivery to the Trustee by the Servicing Rights Pledgee of a   
letter signed by the Servicer whereby the Servicer shall resign as Servicer     
under this Agreement, or within 10 days of Securities Administrator's           
termination of the Servicer pursuant to Section 7.01 or 7.02, the Servicing     
Rights Pledgee or its designee shall be appointed as successor servicer;        
provided that at the time of such appointment (i) the Servicing Rights          

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Pledgee or such designee meets the requirements of a successor servicer set     
forth above in this Section 7.03 (provided that the consent and approval of the 
Securities Administrator, the Trustee, the Master Servicer, the Depositor and   
the NIMs Insurer shall be deemed to have been given to the Servicing Rights     
Pledgee or its designee, and the Servicing Rights Pledgee and its designee are  
hereby agreed to be acceptable to the Securities Administrator, the Trustee, the
Master Servicer, the Depositor and the NIMs Insurer) and (ii) the Servicing     
Rights Pledgee or such designee agrees to be subject to the terms of this       
Agreement.                                                                      

SECTION 7.04. Notification to Certificateholders.                   

        (a) Upon any termination of or appointment of a successor to the
Servicer, the Securities Administrator shall give prompt written notice thereof 
to Certificateholders, the Depositor and to each Rating Agency.                 

            (b) Within 60 days after the occurrence of any Event of Default, the
Securities Administrator shall transmit by mail to all Certificateholders and   
the NIMs Insurer notice of each such Event of Default hereunder known to the    
Securities Administrator, unless such Event of Default shall have been cured or 
waived.                                                                         

ARTICLE VIII

 CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

 SECTION 8.01. Duties of the Trustee and the Securities Administrator.

    The Trustee and the Securities Administrator, prior to the occurrence of
an Event of Default and after the curing of all Events of Default that may have 
occurred, each shall undertake to perform such duties and only such duties as   
are specifically set forth in this Agreement. In case an Event of Default has   
occurred and remains uncured, 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. In case an Event of  
Default or other default by the Servicer or the Depositor hereunder shall occur 
and be continuing, the Trustee shall, at the direction of the majority of the   
Certificateholders or the NIMs Insurer, or may, proceed to protect and enforce  
its rights and the rights of the Certificateholders or the NIMs Insurer 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, the NIMs     
Insurer and the Certificateholders.                                             

     Each of the Trustee and the Securities Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or  
other instruments furnished to the Trustee that 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. If any such instrument is found not to conform to the requirements of
this Agreement in a material manner, the Trustee or the Securities              
Administrator, as the case may be, shall take such action as it deems           
appropriate to have the instrument corrected and if the instrument is not       
corrected to the its satisfaction, the Securities Administrator will provide    
notice to the Certificateholders and the NIMs Insurer and take such further     
action as directed by the Certificateholders and the NIMs Insurer.              

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    No provision of this Agreement shall be construed to relieve the Trustee
or the Securities Administrator from liability for its own negligent action, its
own negligent failure to act or its own misconduct, its negligent failure to    
perform its obligations in compliance with this Agreement, or any liability that
would be imposed by reason of its willful misfeasance or bad faith; provided,   
however, that:                                                                  

                 (i) prior to the occurrence of an Event of Default, and after
the curing of all such Events of Default that may have occurred, the duties and 
obligations of the Trustee, and at all times, the duties and obligations of the 
Securities Administrator shall be determined solely by the express provisions of
this Agreement, neither the Trustee nor the Securities Administrator shall be   
liable, individually or as Trustee or Securities Administrator, as applicable,  
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 or the Securities Administrator and, the
Trustee and the Securities Administrator 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 or the Securities         
Administrator and conforming to the requirements of this Agreement that it      
reasonably believed in good faith to be genuine and to have been duly executed  
by the proper authorities respecting any matters arising hereunder;             

             (ii) neither the Trustee nor the Securities Administrator
shall, individually or as Trustee or Securities Administrator, as applicable, be
liable for an error of judgment made in good faith by a Responsible Officer or  
Responsible Officers of the Trustee unless the Trustee or Securities            
Administrator, as applicable, was negligent or acted in bad faith or with       
willful misfeasance; and                                                        

             (iii) the Trustee shall not be liable, individually or as
Trustee, with respect to any action taken, suffered or omitted to be taken by it
in good faith in accordance with the direction of the NIMs Insurer or the       
Holders in accordance with this Agreement relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or        
exercising any trust or power conferred upon the Trustee under this Agreement.  

  SECTION 8.02. Certain Matters Affecting the Trustee and the Securities
Administrator.                                                                  

(a)   Except as otherwise provided in Section 8.01:     

                (i) the Trustee and the Securities Administrator may request
and conclusively rely upon and shall be fully 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 believed by 
it to be genuine and to have been signed or presented by the proper party or    
parties;                                                                        

                 (ii) the Trustee and the Securities Administrator may consult
with counsel of its choice 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   
Opinion of Counsel;                                                             

              (iii) neither the Trustee nor the Securities Administrator
shall 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;                                            

                (iv) at all times the Securities Administrator, and prior to
the occurrence of an Event of Default hereunder and after the curing of all     
Events of Default that may have occurred, the Trustee, in each case, shall not  
be bound to make any investigation into the facts or matters stated in any      

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resolution, certificate, statement, instrument, opinion, report, notice,        
request, consent, order, approval, bond or other paper or document, unless      
requested in writing so to do by the NIMs Insurer or the Holders of each Class  
of Certificates evidencing not less than 25% of the Voting Rights of such Class;

                (v) the Trustee and the Securities Administrator may execute
any of the trusts or powers hereunder or perform any duties hereunder either    
directly or by or through agents, custodians, accountants or attorneys or       
independent contractors and the Trustee and the Securities Administrator will   
not be responsible for any misconduct or negligence on the part of any agent,   
custodian, accountant, attorney or independent contractor appointed with due    
care by it hereunder;                                                           

             (vi) neither the Trustee nor the Securities Administrator
shall be required to expend its own funds or otherwise incur any financial      
liability in the performance of any of its duties hereunder if it shall have    
reasonable grounds for believing that repayment of such funds or adequate       
indemnity against such liability is not assured to it;                          

              (vii) neither the Trustee nor the Securities Administrator
shall be liable, individually or as Trustee or Securities Administrator, as     
applicable, for any loss on any investment of funds pursuant to this Agreement  
(other than as issuer of the investment security);                              

               (viii) neither the Trustee nor the Securities Administrator
shall be deemed to have knowledge of an Event of Default until a Responsible    
Officer of the Trustee or the Securities Administrator, as applicable, shall    
have received written notice thereof;                                           

                 (ix) the Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to make any           
investigation of matters arising hereunder or to institute, conduct or defend   
any litigation hereunder or in relation hereto at the request, order or         
direction of any of the NIMs Insurer or the Certificateholders, pursuant to the 
provisions of this Agreement, unless the NIMs Insurer or such Certificateholders
shall have offered to the Trustee reasonable security or indemnity against the  
costs, expenses and liabilities that may be incurred therein or thereby; and    

               (x) if requested by the Servicer, the Trustee shall appoint
the Servicer as the trustee's attorney-in-fact in order to carry out and perform
certain activities that are necessary or appropriate for the servicing and      
administration of the Mortgage Loans pursuant to this Agreement. Such           
appointment shall be evidenced by a power of attorney in such form as may be    
agreed to by the Trustee and the Servicer. The Trustee shall have no liability  
for any action or inaction of the Servicer in connection with such power of     
attorney and the Trustee shall be indemnified by the Servicer for all           
liabilities, costs, expenses incurred by the Trustee in connection with the     
Servicer's use or misuse of such powers of attorney.                            

           (b)   All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by the Trustee without
the possession of any of the Certificates, or the production thereof at the     
trial or other proceeding relating thereto, and any such suit, action or        
proceeding instituted by the Trustee shall be brought in its name for the       
benefit of all the Holders of the Certificates, subject to the provisions of    
this Agreement. The Trustee shall have no duty (A) to see to any recording,     
filing, or depositing of this Agreement or any agreement referred to herein or  
any financing statement or continuation statement evidencing a security         
interest, or to see to the maintenance of any rerecording, refilling or         
redepositing, as applicable, 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.                                            

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SECTION 8.03. Trustee and Securities Administrator Not Liable for   
Certificates or Mortgage Loans.                                                 

 The recitals contained herein shall be taken as the statements of the
Depositor or the Servicer, as the case may be, and the Trustee, the Master      
Servicer and the Securities Administrator assume no responsibility for their    
correctness. None of the Trustee, the Securities Administrator or the Master    
Servicer makes any representation as to the validity or sufficiency of this     
Agreement, of any Mortgage Loan, or any related document other than with respect
to the execution and authentication of the Certificates, if it so executed or   
authorized the Certificates. The Trustee shall not be accountable for the use or
application by the Depositor, the Securities Administrator, the Master Servicer 
or the Servicer of any funds paid to the Depositor, the Securities              
Administrator, the Master Servicer or the Servicer in respect of the Mortgage   
Loans or deposited in or withdrawn from the Collection Account or the           
Certificate Account by the Depositor, the Securities Administrator, the Master  
Servicer or the Servicer.                                                       

    SECTION 8.04. Trustee and Securities Administrator May Own Certificates.

     Each of the Trustee and the Securities Administrator 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 was not the Trustee or the Securities             
Administrator.                                                                  

     SECTION 8.05. Trustee's and Securities Administrator's Fees and Expenses.

The Securities Administrator shall be entitled to receive on each   
Distribution Date the Securities Administrator Fee. The Securities Administrator
covenants and agrees to pay to the Trustee from time to time, and the Trustee   
shall be entitled to, such compensation as shall be agreed to in writing by the 
Securities Administrator and the Trustee (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.                                                                    

SECTION 8.06. Indemnification and Expenses of Trustee.              

           (a)   The Trustee and its respective directors, officers, employees
and agents shall be entitled to indemnification from the Trust Fund for any     
loss, liability or expense incurred in connection with any legal proceeding or  
incurred without negligence or willful misconduct on their part, arising out of,
or in connection with the acceptance or administration of the trusts created    
hereunder or in connection with the performance of their duties hereunder,      
including any applicable fees and expenses payable hereunder, and the costs and 
expenses of defending themselves against any claim in connection with the       
exercise or performance of any of their powers or duties hereunder, provided    
that:                                                                           

              (i) with respect to any such claim, the Trustee shall have
given the Depositor and the Holders written notice thereof promptly after the   
Trustee shall have knowledge thereof; provided that failure to so notify shall  
not relieve the Trust Fund of the obligation to indemnify the Trustee; however, 
any reasonable delay by the Trustee to provide written notice to the Depositor  
and the Holders promptly after the Trustee shall have obtained knowledge of a   
claim shall not relieve the Trust Fund of the obligation to indemnify the       
Trustee under this Section 8.06;                                                

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

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                  (iii) notwithstanding anything to the contrary in this Section
8.06, the Trust Fund shall not be liable for settlement of any such claim by the
Trustee entered into without the prior consent of the Depositor, which consent  
shall not be unreasonably withheld; and                                         

                 (iv) any such loss, liability or expense to be indemnified by
the Trust Fund must constitute an "unanticipated expense" of the Trust Fund     
within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii).          

     The provisions of this Section 8.06 shall survive any termination of this
Agreement and the resignation or removal of the Trustee and shall be construed  
to include, but not be limited to any loss, liability or expense under any      
environmental law.                                                              

       (b)   The Trustee shall be entitled to all reasonable expenses,
disbursements and advancements incurred or made by the Trustee in accordance    
with this Agreement (including fees and expenses of its counsel and all persons 
not regularly in its employment), except any such expenses, disbursements and   
advancements that either (i) arise from its negligence, bad faith or willful    
misconduct or (ii) do not constitute "unanticipated expenses" within the meaning
of Treasury Regulations Section 1.860G-1(b)(3)(ii).                             

            (c)   The Trustee's right to indemnification and reimbursement shall
be subject to a cap of $300,000 in the aggregate in any calendar year, excluding
(i) any Servicing Transfer Costs and (ii) any costs, damages or expenses        
incurred by the Trustee in connection with any "high cost" home loans or any    
predatory or abusive lending laws, which amounts shall in no case be subject to 
any such limitation; provided, however, that such cap shall apply only if NIM   
Notes have been issued and shall cease to apply after the date on which any NIM 
Notes are paid in full and all amounts which the NIMs Insurer is entitled to be 
paid or reimbursed shall have been paid or reimbursed. Any amounts not in excess
of this cap may be withdrawn by the Trustee from the Certificate Account at any 
time                                                                            

SECTION 8.07. Eligibility Requirements for Trustee.                 

      The Trustee hereunder shall, at all times, be a corporation or association
organized and doing business under the laws of a state or the United States of  
America, authorized under such laws to exercise corporate trust powers having a 
combined capital and surplus of at least $50,000,000, subject to supervision or 
examination by federal or state authority and with a credit rating that would   
not cause any of the Rating Agencies to reduce their respective ratings of any  
Class of Certificates below the ratings issued on the Closing Date (or having   
provided such security from time to time as is sufficient to avoid such         
reduction) and reasonably acceptable to the NIMs Insurer. If such corporation or
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then   
for the purposes of this Section 8.07 the combined capital and surplus of such  
corporation or association shall be deemed to be its combined capital and       
surplus as set forth in its most recent report of condition so published. In    
case at any time the Trustee shall cease to be eligible in accordance with the  
provisions of this Section 8.07, the Trustee shall resign immediately in the    
manner and with the effect specified in Section 8.08 hereof. The corporation or 
national banking association serving as Trustee may have normal banking and     
trust relationships with the Depositor, the Securities Administrator, the NIMs  
Insurer and their respective Affiliates; provided, however, that such           
corporation cannot be an Affiliate of the Servicer other than the Trustee in its
role as successor to the Servicer.                                              

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SECTION 8.08. Resignation and Removal of Trustee.                   

The Trustee may at any time resign and be discharged from the trusts
hereby created by (1) giving written notice of resignation to the Depositor, the
Servicer, the NIMs Insurer and the Securities Administrator by mailing notice of
resignation by first class mail, postage prepaid, to the Certificateholders at  
their addresses appearing on the Certificate Register and each Rating Agency,   
not less than 60 days before the date specified in such notice when, subject to 
Section 8.09, such resignation is to take effect, and (2) acceptance of         
appointment by a successor trustee acceptable to the NIMs Insurer in accordance 
with Section 8.09 and meeting the qualifications set forth in Section 8.07. If  
no successor trustee shall have been so appointed and have accepted appointment 
within 30 days after the giving of such notice or resignation, the resigning    
Trustee may petition any court of competent jurisdiction for the appointment of 
a successor trustee.                                                            

   If at any time (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.07 hereof and shall fail to resign after       
written request thereto by the Depositor or the NIMs Insurer or (ii) the Trustee
shall become incapable of acting, or shall be adjudged as 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, or      
(iii)(A) a tax is imposed with respect to the Trust Fund by any state in which  
the Trustee or the Trust Fund is located, (B) the imposition of such tax would  
be avoided by the appointment of a different trustee and (C) the Trustee fails  
to indemnify the Trust Fund against such tax, then the Depositor or the NIMs    
Insurer may remove the Trustee and the Depositor with the consent of the NIMS   
insurer shall promptly appoint a successor trustee by written instrument, in    
triplicate, one copy of which instrument shall be delivered to the Trustee, one 
copy of which shall be delivered to the Securities Administrator and one copy of
which shall be delivered to the successor trustee.                              

      The Holders evidencing at least 51% of the Voting Rights of all Classes of
Certificates, with the consent of the NIMs Insurer, or the NIMs Insurer upon    
failure of the Trustee to perform its obligations hereunder may at any time     
remove the Trustee and the Depositor shall appoint a successor trustee by       
written instrument or instruments, in triplicate, signed by such Holders or     
their attorneys-in-fact duly authorized (or by the NIMs Insurer), one complete  
set of which instruments shall be delivered by the successor Trustee to the     
Servicer, one complete set to the Trustee so removed and one complete set to the
successor so appointed. Notice of any removal of the Trustee shall be given to  
the NIMs Insurer and each Rating Agency by the successor trustee.               

    Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to any of the provisions of this Section 8.08 shall become     
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.09 hereof.                                                            

If the Securities Administrator and the Master Servicer are the same
Person, then at any time the Securities Administrator resigns or is removed     
hereunder, the Master Servicer shall likewise be terminated as master servicer  
hereunder.                                                                      

SECTION 8.09. Successor Trustee.                                    

    Any successor trustee appointed as provided in Section 8.08 hereof shall
execute, acknowledge and deliver to the Depositor and to its predecessor        
trustee, the NIMs Insurer and the Securities Administrator 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   
the like effect as if originally named as trustee herein.                       

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     No successor trustee shall accept appointment as provided in this Section
8.09 unless at the time of such acceptance such successor trustee shall be      
eligible under the provisions of Section 8.07 hereof and its appointment shall  
not adversely affect the then current rating of the Certificates.               

     Upon acceptance of appointment by a successor trustee as provided in this
Section 8.09, the Depositor shall mail notice of the succession of such trustee 
hereunder to all Holders of Certificates. If the Depositor fails to mail such   
notice within ten days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be mailed at the expense of the
Depositor.                                                                      

SECTION 8.10. Merger or Consolidation of Trustee.                   

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated or any corporation resulting from any merger,      
conversion or consolidation to which the Trustee shall be a party, or any       
corporation succeeding to all or substantially all of the corporate trust       
business of the Trustee, shall be the successor of the Trustee hereunder,       
provided that such corporation shall be eligible under the provisions of Section
8.07 hereof without the execution or filing of any paper or further act on the  
part of any of the parties hereto, anything herein to the contrary              
notwithstanding (except for the execution of an assumption agreement where such 
succession is not effected by operation of law).                                

SECTION 8.11. 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 Fund or property securing any Mortgage Note may at the time be
located, the Servicer 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 and the NIMs Insurer 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 Fund, and to vest in such Person or Persons, in such      
capacity and for the benefit of the Certificateholders, such title to the Trust 
Fund or any part thereof, whichever is applicable, and, subject to the other    
provisions of this Section 8.11, 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 and the NIMs Insurer. The Trustee shall not be liable for the      
actions of any co-trustee; provided the appointment of a co-trustee shall not   
relieve the Trustee of its obligations hereunder. If the Servicer and the NIMs  
Insurer shall not have joined in such appointment within 15 days after the      
receipt by it of a request to do so, or in the case an Event of Default 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 8.07 and  
no notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 8.09.                                   

   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 except for the obligation of the Trustee under this    
Agreement to advance funds on behalf of the Servicer 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                   

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Trust Fund 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 Trustee, with the consent of the NIMs Insurer, may
at any time accept the resignation of or remove any separate trustee or         
co-trustee.                                                                     

     Any notice, request or other writing given to the 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 
Servicer, the NIMs Insurer, the Securities Administrator and the Depositor.     

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 8.12. Tax Matters.                                          

(A) It is intended that each of the REMICs provided for herein shall
constitute, and that the affairs of the Trust Fund shall be conducted so as to  
allow each such REMIC to qualify as, a "real estate mortgage investment conduit"
as defined in and in accordance with the REMIC Provisions. It is also intended  
that each of the grantor trusts provided for in Section 2.07 hereof shall       
constitute, and that the affairs of the Trust Fund shall be conducted so as to  
allow each such grantor trust to qualify as, a grantor trust under the          
provisions of Subpart E, Part I of Subchapter J of the Code. In furtherance of  
such intention, the Securities Administrator covenants and agrees that it shall 
act as agent (and the Securities Administrator is hereby appointed to act as    
agent) on behalf of each of the REMICs provided for herein and that in such     
capacity it shall: (a) prepare and file, or cause to be prepared and filed, in a
timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return 
(Form 1066 or any successor form adopted by the Internal Revenue Service) and   
prepare and file or cause to be prepared and filed with the Internal Revenue    
Service and applicable state or local tax authorities income tax or information 
returns for each taxable year with respect to each of the REMICs and grantor    
trusts provided for herein, containing such information and at the times and in 
the manner as may be required by the Code or state or local tax laws,           
regulations, or rules, and furnish or cause to be furnished to                  
Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby; (b) within thirty days of the Closing   
Date, furnish or cause to be furnished to the Internal Revenue Service, on Forms
8811 or as otherwise may be required by the Code, the name, title, address, and 
telephone number of the person that the holders of the Certificates may contact 
for tax information relating thereto, together with such additional information 
as may be required by such Form, and update such information at the time or     
times in the manner required by the Code for each of the REMICs provided for    
herein; (c) make or cause to be made elections, on behalf of each of the REMICs 
provided for herein to be treated as a REMIC on the federal tax return of such  
REMICs for their first                                                          

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taxable years (and, if necessary, under applicable state law); (d) prepare and  
forward, or cause to be prepared and forwarded, to the Certificateholders and to
the Internal Revenue Service and, if necessary, state tax authorities, all      
information returns and reports as and when required to be provided to them in  
accordance with the REMIC Provisions or other applicable law, including without 
limitation, the calculation of any original issue discount using the Prepayment 
Assumption; (e) provide information necessary for the computation of tax imposed
on the transfer of a Class R Certificate to a Person that is not a Permitted    
Transferee, or an agent (including a broker, nominee or other middleman) of a   
Person that is not a Permitted Transferee, or a pass through entity in which a  
Person that is not a Permitted Transferee is the record holder of an interest   
(the reasonable cost of computing and furnishing such information may be charged
to the Person liable for such tax); (f) to the extent that they are under its   
control conduct the affairs of each of the REMICs and grantor trusts provided   
for herein at all times that any Certificates are outstanding so as to maintain 
the status of each of the REMICs provided for herein as a REMIC under the REMIC 
Provisions and the status of each of the grantor trusts provided for herein as a
grantor trust under Subpart E, Part I of Subchapter J of the Code; (g) not      
knowingly or intentionally take any action or omit to take any action that would
cause the termination of the REMIC status of any of the REMICs provided for     
herein or result in the imposition of tax upon any such REMIC; (h) not knowingly
or intentionally take any action or omit to take any action that would cause the
termination of the grantor trust status under Subpart E, Part I of Subchapter J 
of the Code of any of the grantor trusts provided for herein or result in the   
imposition of tax upon any such grantor trust; (i) pay, from the sources        
specified in the last paragraph of this Section 8.12, the amount of any federal,
state and local taxes, including prohibited transaction taxes as described      
below, imposed on each of the REMICs provided for herein prior to the           
termination of the Trust Fund when and as the same shall be due and payable (but
such obligation shall not prevent the Trustee or any other appropriate Person   
from contesting any such tax in appropriate proceedings and shall not prevent   
the Securities Administrator from withholding payment of such tax, if permitted 
by law, pending the outcome of such proceedings); (j) sign or cause to be signed
federal, state or local income tax or information returns; (k) maintain records 
relating to each of the REMICs provided for herein, including but not limited to
the income, expenses, assets and liabilities of each of the REMICs and grantor  
trusts provided for herein, and the fair market value and adjusted basis of the 
Trust Fund property determined at such intervals as may be required by the Code,
as may be necessary to prepare the foregoing returns, schedules, statements or  
information; and (l) as and when necessary and appropriate, represent each of   
the REMICs provided for herein in any administrative or judicial proceedings    
relating to an examination or audit by any governmental taxing authority,       
request an administrative adjustment as to any taxable year of any of the REMICs
provided for herein, enter into settlement agreements with any governmental     
taxing agency, extend any statute of limitations relating to any tax item of any
of the REMICs provided for herein, and otherwise act on behalf of each of the   
REMICs provided for herein in relation to any tax matter involving any of such  
REMICs or any controversy involving the Trust Fund.                             

    In order to enable the Securities Administrator to perform its duties as
set forth herein, the Depositor shall provide, or cause to be provided, to the  
Securities Administrator within 10 days after the Closing Date all information  
or data that the Securities Administrator requests in writing and determines to 
be relevant for tax purposes to the valuations and offering prices of the       
Certificates, including, without limitation, the price, yield, prepayment       
assumption and projected cash flows of the Certificates and the Mortgage Loans. 
Thereafter, the Depositor shall provide to the Securities Administrator promptly
upon written request therefor, any such additional information or data that the 
Securities Administrator may, from time to time, request in order to enable the 
Securities Administrator to perform its duties as set forth herein. The         
Depositor hereby agrees to indemnify the Securities Administrator for any       
losses, liabilities, damages, claims or expenses of the Securities Administrator
arising from any errors or miscalculations of the Securities Administrator that 
result from any failure of the Depositor to provide, or to cause to be provided,
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    In the event that any tax is imposed on "prohibited transactions" of any
of the REMICs provided for herein as defined in Section 860F(a)(2) of the Code, 
on the "net income from foreclosure property" of any of such REMICs as defined  
in Section 860G(c) of the Code, on any contribution to the Trust Fund after the 
Startup Day pursuant to Section 860G(d) of the Code, or any other tax is        
imposed, if not paid as otherwise provided for herein, such tax shall be paid by
(i) the Securities Administrator, if any such other tax arises out of or results
from a breach by the Securities Administrator of any of its obligations under   
this Agreement or as a result of the location of the Securities Administrator,  
(ii) any party hereto (other than the Securities Administrator) to the extent   
any such other tax arises out of or results from a breach by such other party of
any of its obligations under this Agreement or as a result of the location of   
such other party or (iii) in all other cases, or in the event that any liable   
party here fails to honor its obligations under the preceding clauses (i) or    
(ii), any such tax will be paid first with amounts (other than amounts derived  
by the Trust Fund from a payment on the Cap Contracts) otherwise to be          
distributed to the Class R Certificateholders (pro rata) pursuant to Section    
4.04, and second with amounts (other than amounts derived by the Trust Fund from
a payment on the Cap Contracts) otherwise to be distributed to all other        
Certificateholders in the following order of priority: first, to the Class C    
Certificates (pro rata), second to the Class B-4 Certificates (pro rata), third 
to the Class B-3 Certificates (pro rata), fourth to the Class B-2 Certificates  
(pro rata), fifth to the Class B-1 Certificates (pro rata), sixth to the Class  
M-6 Certificates (pro rata), seventh to the Class M-5 Certificates (pro rata),  
eighth to the Class M-4 Certificates (pro rata), ninth to the Class M-3         
Certificates (pro rata), tenth to the Class M-2 Certificates (pro rata),        
eleventh to the Class M-1 Certificates (pro rata) and twelfth to the Class A    
Certificates (pro rata). Notwithstanding anything to the contrary contained     
herein, to the extent that such tax is payable by the Class R Certificate, the  
Securities Administrator is hereby authorized pursuant to such instruction to   
retain on any Distribution Date, from the Holders of the Class R Certificate    
(and, if necessary, from the Holders of all other Certificates in the priority  
specified in the preceding sentence), funds otherwise distributable to such     
Holders in an amount sufficient to pay such tax. The Securities Administrator   
agrees to promptly notify in writing the party liable for any such tax of the   
amount thereof and the due date for the payment thereof.                        

      (B) Each of the Depositor, Securities Administrator and the Trustee agrees
not to take or omit to take knowingly or intentionally, any action or omit to   
take any action that would cause the termination of the REMIC status of any of  
the REMICs provided for herein or result in the imposition of a tax upon any of 
the REMICs provided for herein.                                                 

ARTICLE IX

 TERMINATION

 SECTION 9.01. Termination upon Liquidation or Auction of all Mortgage
Loans.                                                                          

            (a) Subject to Section 9.03, the obligations and responsibilities of
the Depositor, the Master Servicer, the Servicer, the Securities Administrator  
and the Trustee created hereby with respect to the Trust Fund shall terminate   
upon the earlier of (a) an Optional Termination and (b) the later of (i) the    
maturity or other liquidation of the last Mortgage Loan remaining in the Trust  
Fund and the disposition of all REO Property and (ii) the distribution to       
Certificateholders of all amounts required to be distributed to them pursuant to
this Agreement, as applicable. In no event shall the trusts created hereby      
continue beyond the earlier of (i) the expiration of 21 years from the death of 
the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador  
of the United States to the Court of St. James's, living on the date hereof and 
(ii) the Latest Possible Maturity Date.                                         

     (b) On or before the Determination Date following the Initial
Optional Termination Date, the Trustee will attempt to terminate the Trust Fund 
through a one-time auction process and                                          

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thereby effect the retirement of all of the Certificates. The Trustee will      
attempt to auction the remaining Trust Fund assets via a solicitation of bids   
from at least three bidders. The Trustee will solicit bids from each Holder of a
Class C and Class P Certificate. Any such termination will occur only if the    
highest bid received is at least equal to the Optional Termination Price.       
Proceeds from the purchase will be distributed to the Certificateholders in the 
order of priority described herein. Any such Optional Termination will result in
an early retirement of the Certificates.                                        

            If the Trust Fund is not terminated because a sufficient
purchase price is not achieved at such auction, the NIMs Insurer, if any, may   
purchase all of the Mortgage Loans, which would result in an early retirement of
the Certificates and the termination of the Trust Fund. If the auction fails to 
achieve a sufficient purchase price and the NIMs Insurer, if any, fails to      
exercise its option to purchase all of the Mortgage Loans, the Servicer may     
purchase all of the Mortgage Loans at the Optional Termination Price, which     
similarly would result in an early retirement of the Certificates and the       
termination of the Trust Fund.                                                  

SECTION 9.02. Final Distribution on the Certificates.               

     If on any Determination Date, (i) the Securities Administrator determines
that there are no Outstanding Mortgage Loans and no other funds or assets in the
Trust Fund other than the funds in the Collection Account, the Securities       
Administrator shall send a final distribution notice promptly to each           
Certificateholder and the NIMs Insurer or (ii) the Securities Administrator     
determines that a Class of Certificates shall be retired after a final          
distribution on such Class, the Securities Administrator shall notify the       
Certificateholders within seven (7) Business Days after such Determination Date 
that the final distribution in retirement of such Class of Certificates is      
scheduled to be made on the immediately following Distribution Date. Any final  
distribution made pursuant to the immediately preceding sentence will be made   
only upon presentation and surrender of the Certificates at the office of the   
Securities Administrator specified in such notice.                              

    Notice of any termination of the Trust Fund, specifying the Distribution
Date on which Certificateholders may surrender their Certificates for payment of
the final distribution and cancellation, shall be given promptly by the         
Securities Administrator by letter to Certificateholders mailed no later than   
the last calendar day of the month immediately preceding the month of such final
distribution. Any such notice shall specify (a) the Distribution Date upon which
final distribution on the Certificates will be made upon presentation and       
surrender of Certificates at the office therein designated, (b) the location of 
the office or agency at which such presentation and surrender must be made, and 
(c) 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 therein specified. The Securities Administrator will 
give such notice to the NIMs Insurer and each Rating Agency at the time such    
notice is given to Certificateholders.                                          

 In the event such notice is given, the Securities Administrator shall
cause all funds in the Collection Account to be deposited in the Certificate    
Account on the Business Day prior to the applicable Distribution Date in an     
amount equal to the final distribution in respect of the Certificates. Upon such
final deposit with respect to the Trust Fund, certification to the Trustee that 
such required amount has been deposited in the Trust Fund and the receipt by the
Trustee of a Request for Release therefor, the Trustee shall promptly release to
the Mortgage Files for the Mortgage Loans.                                      

Upon presentation and surrender of the Certificates, the Securities 
Administrator shall cause to be distributed to Certificateholders of each Class 
the amounts allocable to such Certificates held in the Certificate Account in   
the order and priority set forth in Section 4.04 hereof on the final            
Distribution Date and in proportion to their respective Percentage Interests.   

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 In the event that any affected Certificateholders shall not surrender
Certificates for cancellation within six months after the date specified in the 
above mentioned written notice, the Securities Administrator 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 six months after the second notice all the applicable        
Certificates shall not have been surrendered for cancellation, the Securities   
Administrator may take appropriate steps, or may appoint an agent to take       
appropriate steps, to contact the remaining Certificateholders concerning       
surrender of their Certificates, and the cost thereof shall be paid out of the  
funds and other assets that remain a part of the Trust Fund. If within one year 
after the second notice all Certificates shall not have been surrendered for    
cancellation, the Class R Certificateholders shall be entitled to all unclaimed 
funds and other assets of the Trust Fund that remain subject hereto. Upon       
payment to the Class R Certificateholders of such funds and assets, neither the 
Securities Administrator nor the Trustee shall have any further duties or       
obligations with respect thereto.                                               

SECTION 9.03. Additional Termination Requirements.                  

            (a)   In the event the Servicer completes an Optional Termination as
provided in Section 9.01, the Trust Fund shall be terminated in accordance with 
the following additional requirements, unless the Trustee has been supplied with
an Opinion of Counsel, at the expense of the Trustee, the NIMs Insurer or       
Servicer, as applicable to the effect that the failure of the Trust Fund to     
comply with the requirements of this Section 9.03 will not (i) result in the    
imposition of taxes on "prohibited transactions" of any of the REMICs provided  
for herein as defined in Section 860F of the Code, or (ii) cause any of the     
REMICs provided for herein to fail to qualify as a REMIC at any time that any   
Certificates are outstanding:                                                   

                 (i) The Depositor shall establish a 90-day liquidation period
and notify the Trustee and the Securities Administrator thereof, and the        
Securities Administrator shall in turn specify the first day of such period in a
statement attached to the final tax returns of each of the REMICs provided for  
herein pursuant to Treasury Regulation Section 1.860F-1. The Depositor shall    
satisfy all the requirements of a qualified liquidation under Section 860F of   
the Code and any regulations thereunder, as evidenced by an Opinion of Counsel  
obtained at the expense of the Servicer;                                        

                  (ii) During such 90-day liquidation period, and at or prior to
the time of making the final payment on the Certificates, the Depositor as agent
of the Trustee shall sell all of the assets of the Trust Fund for cash; and     

               (iii) At the time of the making of the final payment on the
Certificates, the Securities Administrator shall distribute or credit, or cause 
to be distributed or credited, to the Class R Certificateholders all cash on    
hand (other than cash retained to meet outstanding claims), and the Trust Fund  
shall terminate at that time, whereupon neither the Securities Administrator nor
the Trustee shall have any further duties or obligations with respect to sums   
distributed or credited to the Class R Certificateholders.                      

          (b)   By their acceptance of the Certificates, the Holders thereof
hereby authorize the Depositor to specify the 90-day liquidation period for the 
Trust Fund, which authorization shall be binding upon all successor             
Certificateholders.                                                             

       (c)   Upon the written request of the Depositor, the Trustee as
agent for each REMIC hereby agrees to adopt and sign a plan of complete         
liquidation as provided to it by the Depositor. The Trustee's obligation to     
adopt and sign such plan of complete liquidation is subject to the Trustee's    
receipt of the Opinion of Counsel referred to in Section 9.03(a)(i). In         
addition, the Trustee shall take such other action in connection therewith as   
may be reasonably requested by the Depositor.                                   

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ARTICLE X 

MISCELLANEOUS PROVISIONS

SECTION 10.01. Amendment.                                           

 This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Servicer, the Securities Administrator and the Trustee,    
with the consent of the NIMs Insurer and without the consent of any of the      
Certificateholders to,                                                          

     (i) to cure any ambiguity or correct any mistake,

              (ii) to correct, modify or supplement any provision herein
which may be inconsistent with any other provision herein,                      

                (iii) to add any other provisions with respect to matters or
questions arising under this Agreement, or                                      

              (iv) to modify, alter, amend, add to or rescind any of the
terms or provisions contained in this Agreement, provided, however, that, in the
case of clauses (iii) and (iv), such amendment will not, as evidenced by an     
Opinion of Counsel addressed to the Trustee to such effect, adversely affect in 
any material respect the interests of any Holder; provided, further, however,   
that such amendment will be deemed to not adversely affect in any material      
respect the interest of any Holder if the Person requesting such amendment      
obtains a letter from each Rating Agency stating that such amendment will not   
result in a reduction or withdrawal of its rating of any Class of the           
Certificates, it being understood and agreed that any such letter in and of     
itself will not represent a determination as to the materiality of any such     
amendment and will represent a determination only as to the credit issues       
affecting any such rating.                                                      

Notwithstanding the foregoing, without the consent of the           
Certificateholders, the Depositor, the Master Servicer, the Servicer, the       
Securities Administrator and the Trustee may at any time and from time to time  
amend this Agreement to modify, eliminate or add to any of its provisions to    
such extent as shall be necessary or appropriate to maintain the qualification  
of any of the REMICs provided for herein as REMICs under the Code or to avoid or
minimize the risk of the imposition of any tax on the Trust Fund or any of the  
REMICs provided for herein pursuant to the Code that would be a claim against   
the Trust Fund at any time prior to the final redemption of the Certificates,   
provided that the Trustee, the NIMs Insurer and the Securities Administrator    
shall have been provided an Opinion of Counsel addressed to the Trustee, which  
opinion shall be an expense of the party requesting such amendment but in any   
case shall not be an expense of the Trustee, the NIMs Insurer or the Securities 
Administrator, to the effect that such action is necessary or appropriate to    
maintain such qualification or to avoid or minimize the risk of the imposition  
of such a tax.                                                                  

      This Agreement may also be amended from time to time by the Depositor, the
Master Servicer, the Servicer, the Securities Administrator and the Trustee and 
the Holders of the Certificates affected thereby evidencing not less than       
66-2/3% of the Voting Rights, with the consent of the NIMs Insurer, 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 shall (i)
reduce in any manner the amount of, or delay the timing of, payments required to
be distributed on any Certificate without the consent of the Holder of such     
Certificate, (ii) adversely affect in any material respect the interests of the 
Holders of any Class of Certificates in a manner other than as described in (i),
without the consent of the Holders of Certificates                              

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of such Class evidencing 66-2/3% or more of the Voting Rights of such Class or  
(iii) reduce the aforesaid percentages of Certificates the Holders of which are 
required to consent to any such amendment without the consent of the Holders of 
all such Certificates then outstanding.                                         

 Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first 
received an Opinion of Counsel addressed to the Trustee, which opinion shall be 
an expense of the party requesting such amendment but in any case shall not be  
an expense of the Trustee, to the effect that such amendment is permitted       
hereunder and will not cause the imposition of any tax on the Trust Fund, any of
the REMICs provided for herein or the Certificateholders or cause any of the    
REMICs provided for herein to fail to qualify as a REMIC at any time that any   
Certificates are outstanding. A copy of such Opinion of Counsel shall be        
provided to the NIMs Insurer.                                                   

     Promptly after the execution of any amendment to this Agreement requiring
the consent of Certificateholders, the Trustee or upon the written request of   
the Trustee to the Securities Administrator, the Securities Administrator shall 
furnish written notification of the substance of such amendment to each         
Certificateholder and each Rating Agency.                                       

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

 Nothing in this Agreement shall require the Trustee or the Securities
Administrator to enter into an amendment without receiving an Opinion of        
Counsel, satisfactory to the Trustee or the Securities Administrator that (i)   
such amendment is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement have been complied with; and (ii)      
either (A) the amendment does not adversely affect in any material respect the  
interests of any Certificateholder or (B) the conclusion set forth in the       
immediately preceding clause (A) is not required to be reached pursuant to this 
Section 10.01.                                                                  

      The Trustee may, but shall not be obligated to, enter into any supplement,
modification or waiver which affects its rights, duties or obligations          
hereunder.                                                                      

SECTION 10.02. Counterparts.                                        

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 constitute but one and the same instrument.             

SECTION 10.03. Governing Law.                                       

    THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO  
BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES  
OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN         
ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES    
THEREOF.                                                                        

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SECTION 10.04. Intention of Parties.                                

     It is the express intent of the parties hereto that the conveyance of the
Mortgage Notes, Mortgages, assignments of Mortgages, title insurance policies   
and any modifications, extensions and/or assumption agreements and private      
mortgage insurance policies relating to the Mortgage Loans by the Depositor to  
the Trustee be, and be construed as, an absolute sale thereof to the Trustee. It
is, further, not the intention of the parties that such conveyance be deemed a  
pledge thereof by the Depositor to the Trustee. However, in the event that,     
notwithstanding the intent of the parties, such assets are held to be the       
property of the Depositor, or if for any other reason this Agreement is held or 
deemed to create a security interest in such assets, then (i) this Agreement    
shall be deemed to be a security agreement within the meaning of the Uniform    
Commercial Code of the State of New York and (ii) the conveyance provided for in
this Agreement shall be deemed to be an assignment and a grant by the Depositor 
to the Trustee, for the benefit of the Certificateholders, of a security        
interest in all of the assets that constitute the Trust Fund, whether now owned 
or hereafter acquired.                                                          

 The Depositor for the benefit of the Certificateholders shall, to the
extent consistent with this Agreement, take such actions as may be necessary to 
ensure that, if this Agreement were deemed to create a security interest in the 
assets of the Trust Fund, such security interest would be deemed to be a        
perfected security interest of first priority under applicable law and will be  
maintained as such throughout the term of the Agreement. The Depositor shall    
arrange for filing any Uniform Commercial Code continuation statements in       
connection with any security interest granted or assigned to the Trustee for the
benefit of the Certificateholders.                                              

SECTION 10.05. Notices.                                             

        (a)   The Securities Administrator shall use its best efforts to
promptly provide notice to each Rating Agency and the NIMs Insurer with respect 
to each of the following of which it has actual knowledge:                      

           (i) Any material change or amendment to this Agreement;

                 (ii) The occurrence of any Event of Default that has not been
cured;                                                                          

            (iii) The resignation or termination of the Trustee, the
Securities Administrator, the Master Servicer or the Servicer and the           
appointment of any successor;                                                   

                  (iv) The repurchase or substitution of Mortgage Loans pursuant
to Sections 2.02, 2.03 and 3.12;                                                

    (v) The final payment to Certificateholders; and

               (vi) Any change in the location of the Certificate Account.

         (b)   The Securities Administrator shall promptly furnish or make
available to each Rating Agency copies of the following:                        

              (i) Each report to Certificateholders described in Section
4.05;                                                                           

            (ii) Each annual statement as to compliance described in
Section 3.17; and                                                               

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               (iii) Each annual independent public accountant's servicing
report described in Section 3.18.                                               

All directions, demands and notices hereunder shall be in writing and shall be  
deemed to have been duly given when delivered to (a) in the case of the         
Depositor, Merrill Lynch Mortgage Investors, Inc. 250 Vesey Street, 4 World     
Financial Center, 10th Floor, New York, New York 10080, Attention: Asset-Backed 
Finance; (b) in the case of the Rating Agencies, (i) Standard & Poor's Ratings  
Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New   
York, New York 10041; and (ii) Moody's Investors Service, Inc., 99 Church       
Street, 4th Floor, New York, New York 10007; (c) in the case of the Servicer,   
Litton Loan Servicing LP, 4828 Loop Central Drive, Houston, Texas 77081         
Attention: Janice McClure; (d) in the case of the Master Servicer and Securities
Administrator, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia,       
Maryland 21045, Attention: Client Services Manager - Ownit Mortgage Loan Trust, 
Series 2005-4; (e) in the case of the Trustee, HSBC Bank USA, National          
Association, 452 Fifth Avenue, New York, New York 10018, and in the case of any 
of the foregoing persons, such other addresses as may hereafter be furnished by 
any such persons to the other parties to this Agreement. Notices to             
Certificateholders shall be deemed given when mailed, first class postage       
prepaid, to their respective addresses appearing in the Certificate Register.   

SECTION 10.06. Severability of Provisions.                          

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

SECTION 10.07. Assignment.                                          

Notwithstanding anything to the contrary contained herein, except as
provided pursuant to Section 6.02, this Agreement may not be assigned by the    
Servicer without the prior written consent of the Securities Administrator and  
Depositor.                                                                      

SECTION 10.08. Limitation on Rights of Certificateholders.          

 The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representative or heirs to claim an accounting or to take any action or   
commence any proceeding in any court for a petition or winding up of the Trust  
Fund, or otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.                                                          

 No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the  
Trust Fund, or the obligations of the parties hereto, nor shall anything herein 
set forth or contained in the terms of the Certificates be construed so as to   
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
party 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 or by availing itself
of any provisions 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 an Event  
of Default and of the continuance thereof, as hereinbefore provided, the Holders
of Certificates evidencing not less than 25% of the Voting Rights evidenced by  
the Certificates shall also have made                                           

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'                                                                               
written request to 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 60 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 being 
understood and intended, and being expressly covenanted by each                 
Certificateholder with every other Certificateholder and the Trustee, that no   
one or more Holders of Certificates shall have any right in any manner whatever 
by virtue or by availing itself or themselves of any provisions of this         
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates and/or the NIMs Insurer, or to obtain or seek to obtain     
priority over or preference to any other such Holder and/or the NIMs Insurer or 
to enforce any right under this Agreement, except in the manner herein provided 
and for the common benefit of all Certificateholders. For the protection and    
enforcement of the provisions of this Section 10.08, each and every             
Certificateholder and the Trustee shall be entitled to such relief as can be    
given either at law or in equity.                                               

SECTION 10.09. Inspection and Audit Rights.                         

 The Master Servicer and Servicer each agree that, on reasonable prior
notice, it will permit any representative of the Depositor or the Trustee during
the Master Servicer's or Servicer's normal business hours, to examine all the   
books of account, records, reports and other papers of the Master Servicer or   
Servicer relating to the Mortgage Loans, to make copies and extracts therefrom, 
to cause such books to be audited by independent certified public accountants   
selected by the Depositor or the Trustee and to discuss its affairs, finances   
and accounts relating to the Mortgage Loans with its officers, employees,       
agents, counsel and independent public accountants (and by this provision the   
Master Servicer and the Servicer each hereby authorizes such accountants to     
discuss with such representative such affairs, finances and accounts), all at   
such reasonable times and as often as may be reasonably requested. Any          
out-of-pocket expense incident to the exercise by the Depositor or the Trustee  
of any right under this Section 10.09 shall be borne by the party requesting    
such inspection; all other such expenses shall be borne by the Servicer or      
Master Servicer, as the case may be.                                            

SECTION 10.10. Certificates Nonassessable and Fully Paid.           

     It is the intention of the Depositor that Certificateholders shall not be
personally liable for obligations of the Trust Fund, that the interests in the  
Trust Fund represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the   
Securities Administrator pursuant to this Agreement, are and shall be deemed    
fully paid.                                                                     

SECTION 10.11. Third Party Rights.                                  

The NIMs Insurer shall be deemed a third-party beneficiary of this  
Agreement to the same extent as if it were a party hereto, and shall have the   
right to enforce the provisions of this Agreement.                              

SECTION 10.12. Additional Rights of the NIMs Insurer.               

   (a) Each party to this Agreement, any agent thereof and any
successor thereto shall furnish to the NIMs Insurer a copy of any notice,       
direction, demand, opinion, schedule, list, certificate, report, statement,     
filing, information, data or other communication provided by it or on its behalf
to any other Person pursuant to this Agreement at the same time, in the same    
form and in the same manner as such communication is so provided and shall      
address or cause such communication to be addressed to the NIMs Insurer in      
addition to any other addressee thereof. The Servicer shall cause the NIMs      
Insurer to be an addressee of any report furnished pursuant to this Agreement.  
With respect to the Securities                                                  

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Administrator, such obligation shall be satisfied with the provision of access  
to the NIMs Insurer to the Securities Administrator's website.                  

        (b) Wherever in this Agreement there shall be a requirement that
there be no downgrade, reduction, withdrawal or qualification of or other effect
on the rating of any Class of Certificates by any Rating Agency as of any date, 
there also shall be deemed to be a requirement that there be no such effect on  
any class of notes issued pursuant to the Indenture and guaranteed by the NIMs  
Insurer as of such date. In addition, unless there exists a continuance of any  
failure by the NIMs Insurer to make a required payment under the policy insuring
the NIM Notes (such event, a "NIMs Insurer Default"), wherever in this Agreement
there shall be a requirement that any Person or any communication, object or    
other matter be acceptable or satisfactory to or otherwise receive the consent  
or other approval of any other Person (whether as a condition to the eligibility
of such Person to act in any capacity, as a condition to any circumstance or    
state of affairs related to such matter, or otherwise), there also shall be     
deemed to be a requirement that such Person or matter be approved in writing by 
the NIMs Insurer, which approval shall not be unreasonably withheld or delayed. 

SECTION 10.13. Assignment; Sales; Advance Facilities.               

          (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 10.13(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 of the Advances and/or Servicing Advances   
required to be made by the Servicer pursuant to this Agreement. No consent of   
the NIMs Insurer, Securities Administrator, Trustee, Certificateholders or any  
other party shall be required before the Servicer may enter into an Advance     
Facility nor shall the NIMs Insurer, Securities Administrator, 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 Securities        
Administrator and the Trustee at the address set forth in Section 10.05 hereof a
written notice (an "Advance Facility Notice"), stating (a) the identity of the  
Advance Financing Person, (b) the identity of the Person (the "Servicer's       
Assignee") that will, subject to Section 10.13(c) hereof, have the right to make
withdrawals from the Collection Account pursuant to Section 3.08 hereof to      
reimburse previously unreimbursed Advances and/or Servicing Advances ("Advance  
Reimbursement Amounts") and (c) that the Servicer's Assignee shall agree to be  
bound by the provisions of this Section 10.13. The Advance Facility Notice shall
be executed by the Servicer, the Advance Financing Person and the Servicer's    
Assignee. Advance Reimbursement Amounts (i) shall consist solely of amounts in  
respect of Advances and/or Servicing Advances for which                         

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the Servicer would be permitted to reimburse itself in accordance with Section  
3.08 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 3.08 hereof to the extent         
permitted under Section 10.13(e) below.                                         

     (c) Notwithstanding the existence of an Advance Facility, the
Servicer, on behalf of the Advance Financing Person, shall be entitled to       
receive reimbursements of Advances and/or Servicing Advances in accordance with 
Section 3.08 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 10.05 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 3.08 of this        
Agreement and shall not otherwise be entitled to make withdrawals of, or        
receive, Advance Reimbursement Amounts that shall be deposited in the Collection
Account pursuant to Section 3.05 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 3.08 hereof. Without       
limiting the foregoing, none of the Trustee, the NIMs Insurer, the Master       
Servicer, the Securities Administration or the Certificateholders shall have any
right of set-off against Advance Reimbursement Amounts hereunder. 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 10.05 hereof.    
Upon an Event of Default or if the Trustee otherwise shall reasonably request,  
the Servicer shall maintain and provide to any successor servicer or the Trustee
as 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 (and such successor servicer or Trustee may rely on such       
information).                                                                   

(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 an Advance    
and/or Servicing Advance shall have been made and be outstanding shall be       
allocated on a "first-in, first out" basis. In the event 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 4.01, any Nonrecoverable Advance or           
Nonrecoverable Servicing Advance referred to therein may have been made by such 
Servicer or any predecessor Servicer. In making its determination that any      
Advance or Servicing Advance theretofore made has become a Nonrecoverable       
Advance or Nonrecoverable Servicing Advance, the Servicer shall apply the same  
criteria in making                                                              

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such determination regardless of whether such Advance or Servicing Advance shall
have been made by the Servicer or any predecessor Servicer.                     

           (g) None of the Trustee, the Securities Administrator or the Master
Servicer shall, as a result of the existence of any Advance Facility, have any  
additional duty or liability with respect to the payment of any Advance         
Reimbursement Amount, 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.                                                                         

           (h) None of the Depositor, the Securities Administrator, the Master
Servicer or the Trustee shall, as a result of the existence of any Advance      
Facility, have any additional duty or liability with respect to the calculation 
or payment of any Advance Reimbursement Amount, nor, as a result of the         
existence of any Advance Facility, shall the Depositor, the Securities          
Administrator, the Master Servicer or the Trustee have any additional           
responsibility to track or monitor the administration of the Advance Facility or
the payment of Advance Reimbursement Amounts to the Servicer's Assignee. The    
Servicer shall indemnify the Depositor, the Securities Administrator, the Master
Servicer, the Trustee, any successor servicer and the Trust Fund for any claim, 
loss, liability or damage resulting from any claim by the related Advance       
Financing Person, except to the extent that such claim, loss, liability or      
damage resulted from or arose out of negligence, recklessness or willful        
misconduct on the part of the Depositor, the Trustee or any successor servicer, 
as the case may be, or failure by the successor servicer or the Trustee, as the 
case may be, to remit funds as required by this Agreement or the commission of  
an act or omission to act by the successor servicer or the Trustee, as the case 
may be, and the passage of any applicable cure or grace period, such that an    
Event of Default under this Agreement occurs or such entity is subject to       
termination for cause under this Agreement.                                     

ARTICLE XI

 ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS

SECTION 11.01. Master Servicer.                                     

      The Master Servicer shall supervise, monitor and oversee the obligation of
the Servicer to service and administer the Mortgage Loans in accordance with the
terms of this Agreement and shall have full power and authority to do any and   
all things which it may deem necessary or desirable in connection with such     
master servicing and administration. In performing its obligations hereunder,   
the Master Servicer shall act in a manner consistent with Accepted Master       
Servicing Practices. Furthermore, the Master Servicer shall oversee and consult 
with the Servicer as necessary from time to time to carry out the Master        
Servicer's obligations hereunder, shall receive, review and evaluate all        
reports, information and other data provided to the Master Servicer by the      
Servicer and shall cause the Servicer to perform and observe the covenants,     
obligations and conditions to be performed or observed by the Servicer under    
this Agreement. The Master Servicer shall independently and separately monitor  
the Servicer's servicing activities with respect to each related Mortgage Loan, 
reconcile the results of such monitoring with such information provided in the  
previous sentence on a monthly basis and coordinate corrective adjustments to   
the Servicer's and Master Servicer's records, and based on such reconciled and  
corrected information, prepare any other information and statements required to 
be provided by the Master Servicer hereunder. Except during any time where the  
Master Servicer is acting as servicer hereunder, neither the Master Servicer nor
the Securities Administrator shall have any responsibility for reviewing or     
reconciling the Collection Account or for any expenses or other consequences    
resulting from any failure of such Collection Account to be so reconciled.      

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      The Trustee shall furnish the Servicer and/or the Master Servicer with any
limited powers of attorney and other documents in form as provided to it        
necessary or appropriate to enable the Servicer and/or the Master Servicer to   
execute in the name of the Trustee, as applicable, all documents reasonably     
required to perform the servicing functions described in Article III or this    
Article XI. The Trustee shall have no responsibility for any action of the      
Master Servicer or the Servicer pursuant to any such limited power of attorney  
and shall be indemnified by the Master Servicer or the Servicer, as applicable, 
for any cost, liability or expense incurred by the Trustee in connection with   
such Person's misuse of any such power of attorney.                             

     The Master Servicer and the Securities Administrator shall provide access
to the records and documentation in possession of the Master Servicer or the    
Securities Administrator regarding the related Mortgage Loans and REO Property  
and the master servicing and servicing thereof to the Certificateholders, the   
FDIC, and the supervisory agents and examiners of the FDIC, such access being   
afforded only upon reasonable prior written request and during normal business  
hours at the office of the Master Servicer or the Securities Administrator;     
provided, however, that, unless otherwise required by law, neither of the Master
Servicer nor the Securities Administrator shall be required to provide access to
such records and documentation if the provision thereof would violate the legal 
right to privacy of any Mortgagor. The Master Servicer and the Securities       
Administrator shall allow representatives of the above entities to photocopy any
of the records and documentation and shall provide equipment for that purpose at
a charge that covers the Master Servicer's or the Securities Administrator's    
actual costs.                                                                   

The Trustee shall execute and deliver to the Servicer or the Master 
Servicer upon request any court pleadings, requests for trustee's sale or other 
documents necessary or desirable to (i) the foreclosure or trustee's sale with  
respect to a Mortgaged Property; (ii) any legal action brought to obtain        
judgment against any Mortgagor on the Mortgage Note or any other Mortgage Loan  
Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv)     
enforce any other rights or remedies provided by the Mortgage Note or any other 
Mortgage Loan Document or otherwise available at law or equity.                 

SECTION 11.02. Monitoring of Servicer.                              

       (a) The Master Servicer shall be responsible for monitoring the
compliance by the Servicer with its duties under this Agreement. In the review  
of the Servicer's activities, the Master Servicer may rely upon an Officer's    
Certificate of the Servicer with regard to the Servicer's compliance with the   
terms of this Agreement. In the event that the Master Servicer, in its judgment,
determines that the Servicer should be terminated in accordance with the terms  
hereof, or that a notice should be sent pursuant to the terms hereof with       
respect to the occurrence of an event that, unless cured, would constitute a    
Servicer Event of Default, the Master Servicer shall notify the Servicer, the   
Seller and the Trustee thereof and the Master Servicer shall issue such notice  
or take such other action as it deems appropriate.                              

  (b) The Master Servicer, for the benefit of the Securities
Administrator and the Certificateholders, shall enforce the obligations of the  
Servicer under this Agreement and shall, in the event that the Servicer fails to
perform its obligations in accordance with this Agreement, subject to the       
preceding paragraph, Section 3.04 and Article VII, terminate the rights and     
obligations of the Servicer hereunder in accordance with the provisions of      
Article VII. Such enforcement, including, without limitation, the legal         
prosecution of claims and the pursuit of other appropriate remedies, shall be in
such form and carried out to such an extent and at such time as the Master      
Servicer, in its good faith business judgment, would require were it the owner  
of the related Mortgage Loans. The Master Servicer shall pay the costs of such  
enforcement at its own expense, provided that the Master Servicer shall not be  
required to prosecute or defend any legal action except to the extent that the  
Master Servicer shall have received reasonable indemnity for its costs and      
expenses in pursuing such action.                                               

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   (c) Upon termination of the rights of the Servicer upon the
Servicer's failure to perform its obligations in accordance with this Agreement,
the Master Servicer shall be entitled to be reimbursed by the Servicer (or from 
amounts on deposit in the Collection Account if the Servicer is unable to       
fulfill its obligations hereunder) for all reasonable out-of-pocket or third    
party costs associated with the transfer of servicing from a predecessor        
Servicer (or if the predecessor Servicer is the Master Servicer, from the       
Servicer immediately preceding the Master Servicer), including, without         
limitation, any reasonable out-of-pocket or third party costs or expenses       
associated with the complete transfer of all servicing data and the completion, 
correction or manipulation of such servicing data as may be required by the     
Master Servicer to correct any errors or insufficiencies in the servicing data  
or otherwise to enable the Master Servicer to service the Mortgage Loans        
properly and effectively, upon presentation of reasonable documentation of such 
costs and expenses.                                                             

         (d) The Master Servicer shall require the Servicer to comply with
the remittance requirements and other obligations set forth in this Agreement.  

        (e) If the Master Servicer acts as successor to the Servicer, it
will not assume liability for the representations and warranties of the         
terminated Servicer.                                                            

SECTION 11.03. Fidelity Bond.                                       

   The Master Servicer, at its expense, shall maintain in effect a blanket
fidelity bond and an errors and omissions insurance policy, affording coverage  
with respect to all directors, officers, employees and other Persons acting on  
such Master Servicer's behalf, and covering errors and omissions in the         
performance of the Master Servicer's obligations hereunder. The errors and      
omissions insurance policy and the fidelity bond shall be in such form and      
amount generally acceptable for entities serving as master servicers or         
trustees.                                                                       

SECTION 11.04. Power to Act; Procedures.                            

      The Master Servicer shall master service the Mortgage Loans and shall have
full power and authority, subject to the REMIC Provisions and the provisions of 
Section 8.12, to do any and all things that it may deem necessary or desirable  
in connection with the master servicing and administration of the Mortgage      
Loans, including but not limited to the power and authority (i) to execute and  
deliver, on behalf of the Certificateholders and the Trustee, customary consents
or waivers and other instruments and documents, (ii) to consent to transfers of 
any Mortgaged Property and assumptions of the Mortgage Notes and related        
Mortgages, (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and
(iv) to effectuate foreclosure or other conversion of the ownership of the      
Mortgaged Property securing any Mortgage Loan, in each case, in accordance with 
the provisions of this Agreement; provided, however, that the Master Servicer   
shall not (and, consistent with its responsibilities under Section 11.02, shall 
not permit the Servicer to) knowingly or intentionally take any action, or fail 
to take (or fail to cause to be taken) any action reasonably within its control 
and the scope of duties more specifically set forth herein, that, under the     
REMIC Provisions, if taken or not taken, as the case may be, would cause any    
REMIC formed hereby to fail to qualify as a REMIC or result in the imposition of
a tax upon the Trust Fund (including but not limited to the tax on prohibited   
transactions as defined in Section 860F(a)(2) of the Code and the tax on        
contributions to a REMIC set forth in Section 860G(d) of the Code) unless the   
Master Servicer has received an Opinion of Counsel (at the expense of the Master
Servicer) to the effect that the contemplated action will not cause any REMIC   
formed hereby to fail to qualify as a REMIC or result in the imposition of a tax
upon any REMIC. The Trustee shall furnish the Master Servicer, upon written     
request from a Servicing Officer, with any powers of attorney empowering the    
Master Servicer to execute and deliver instruments of satisfaction or           
cancellation, or of partial or full release or discharge, and to foreclose upon 
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any court action relating to the Mortgage Loans or the Mortgaged Property, in   
accordance with this Agreement, and the Trustee shall execute and deliver such  
other documents, as the Master Servicer may request, to enable the Master       
Servicer to master service and administer the Mortgage Loans and carry out its  
duties hereunder, in each case in accordance with Accepted Master Servicing     
Practices (and the Trustee shall have no liability for misuse of any such powers
of attorney by the Master Servicer and shall be indemnified by the Master       
Servicer for any cost, liability or expense incurred by the Trustee in          
connection with such Person's use or misuse of any such power of attorney). If  
the Master Servicer or the Trustee has been advised that it is likely that the  
laws of the state in which action is to be taken prohibit such action if taken  
in the name of the Trustee or that the Trustee would be adversely affected under
the "doing business" or tax laws of such state if such action is taken in its   
name, the Master Servicer shall join with the Trustee in the appointment of a   
co-Trustee pursuant to Section 8.11. In the performance of its duties hereunder,
the Master Servicer shall be an independent contractor and shall not, except in 
those instances where it is taking action in the name of the Trustee, be deemed 
to be the agent of the Trustee.                                                 

SECTION 11.05. Documents, Records and Funds in Possession of Master 
Servicer to Be Held for Trustee.                                                

            (a) The Master Servicer shall transmit to the Trustee such documents
and instruments coming into the possession of the Master Servicer from time to  
time as are required by the terms hereof to be delivered to the Trustee. Any    
funds received by the Master Servicer in respect of any Mortgage Loan or which  
otherwise are collected by the Master Servicer as Liquidation Proceeds or       
Insurance Proceeds in respect of any Mortgage Loan shall be deposited in the    
Certificate Account. The Master Servicer shall, and shall cause the Servicer to,
provide access to information and documentation regarding the Mortgage Loans to 
the Securities Administrator, its agents and accountants at any time upon       
reasonable request and during normal business hours, and to Certificateholders  
that are savings and loan associations, banks or insurance companies, the OTS,  
the FDIC and the supervisory agents and examiners of such Office and Corporation
or examiners of any other federal or state banking or insurance regulatory      
authority if so required by applicable regulations of the Office of Thrift      
Supervision or other regulatory authority, such access to be afforded without   
charge but only upon reasonable request in writing and during normal business   
hours at the offices of the Master Servicer designated by it. In fulfilling such
a request the Master Servicer shall not be responsible for determining the      
sufficiency of such information.                                                

           (b) All Mortgage Files and funds collected or held by, or under the
control of, the Master Servicer, in respect of any Mortgage Loans, whether from 
the collection of principal and interest payments or from Liquidation Proceeds  
or Insurance Proceeds, shall be deposited in the Certificate Account.           

     SECTION 11.06. Trustee to Retain Possession of Certain Insurance Policies
and Documents.                                                                  

    The Trustee shall retain possession and custody of the originals (to the
extent available) of any primary mortgage insurance policies, or certificate of 
insurance if applicable, and any certificates of renewal as to the foregoing as 
may be issued from time to time as contemplated by this Agreement. Until all    
amounts distributable in respect of the Certificates have been distributed in   
full and the Master Servicer and the Servicer have otherwise fulfilled their    
respective obligations under this Agreement, the Trustee shall also retain      
possession and custody of each Mortgage File in accordance with and subject to  
the terms and conditions of this Agreement. The Master Servicer shall promptly  
deliver or cause to be delivered to the Trustee, upon the execution or receipt  
thereof the originals of any primary mortgage insurance policies, any           
certificates of renewal, and such other documents or instruments that constitute
the Mortgage File that come into the possession of the Master Servicer from time
to time.                                                                        

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  SECTION 11.07. Compensation for the Master Servicer and the Securities
Administrator.                                                                  

As compensation for the activities of the Master Servicer and the   
Securities Administrator hereunder, the Master Servicer and the Securities      
Administrator shall be entitled to a portion of the income from investment of or
earnings on the funds held from time to time in the Certificate Account, as     
provided in Section 3.05(g). Each of the Master Servicer and the Securities     
Administrator shall be required to pay all expenses incurred by it in connection
with its activities hereunder and shall not be entitled to reimbursement        
therefor except as provided in this Agreement.                                  

SECTION 11.08. Annual Statement as to Compliance.                   

Pursuant to this Agreement, the Master Servicer shall deliver to the
Depositor and the Trustee on or before March 15 of each year beginning in 2006, 
(or such other date that the Depositor gives the Master Servicer at least 30    
days prior notice of) in order to remain in compliance with the Section 302     
Requirements, an Officer's Certificate stating, as to each signatory thereof,   
that (i) a review of the activities of the Master Servicer during the preceding 
calendar year and of performance under this Agreement or a similar agreement has
been made under such officer's supervision, and (ii) to the best of such        
officers' knowledge, based on such review, the Master Servicer has fulfilled all
of its obligations under this Agreement throughout such year, or, if there has  
been a default in the fulfillment of any such obligation, specifying each such  
default known to such officers and the nature and status thereof. The Securities
Administrator shall forward a copy of each such statement received by it to each
Rating Agency. Copies of such statement shall be provided by the Securities     
Administrator to any Certificateholder upon written request at the              
Certificateholder's expense, provided such statement has been delivered by the  
Master Servicer to the Securities Administrator.                                

SECTION 11.09. Periodic Filings.                                    

         (a) As part of the Form 10-K required to be filed pursuant to the
terms of this Agreement, the Master Servicer shall include the accountants      
report required pursuant to Section 3.18, the Officer's Certificate delivered by
the Servicer pursuant to Section 3.17 relating to the Servicer's performance of 
its obligations under this Agreement and the Officer's Certificate delivered by 
the Master Servicer pursuant to Section 11.08 relating to the Master Servicer's 
performance of its obligations under this Agreement.                            

            (b) The Master Servicer shall prepare for filing, and execute (other
than the initial filings and the Form 10-Ks), on behalf of the Trust Fund, and  
file with the Securities and Exchange Commission, (i) within 15 days after each 
Distribution Date in each month, each Monthly Statement on Form 8-K under the   
Exchange Act executed by the Master Servicer, (ii) on or before March 30 of each
year beginning in 2006 or such other date in order to remain in compliance with 
the Section 302 Requirements, a Form 10-K under the Exchange Act executed by the
Master Servicer, including any certification (the "Certification") required by  
the Section 302 Requirements, and (iii) any and all reports, statements and     
information respecting the Trust Fund and/or the Certificates required to be    
filed on behalf of the Trust Fund under the Exchange Act , provided that the    
Depositor provides notice to the Securities Administrator that such reports,    
statements or information is so required to be filed. The Certification and Form
10-K shall be executed by a senior officer of the Master Servicer. Upon such    
filing with the Securities and Exchange Commission, the Master Servicer shall   
promptly deliver to the Depositor a copy of any such executed report, statement 
or information. Prior to making any such filings and certifications, the Master 
Servicer shall comply with the provisions set forth in this Section. The Master 
Servicer shall file a Form 15 under the Exchange Act unless the Depositor       
directs otherwise in writing. The Depositor hereby grants to the Master Servicer
a limited power of attorney to execute and file each such document on behalf of 
the Depositor. Such power of attorney shall continue until                      

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either the earlier of (i) receipt by the Master Servicer from the Depositor of  
written termination of such power of attorney and (ii) the termination of the   
Trust Fund. The Depositor agrees to promptly furnish to the Master Servicer,    
from time to time upon request, such further information, reports, and financial
statements within its control related to this Agreement and the Mortgage Loans  
as the Depositor reasonably deems appropriate to prepare and file all necessary 
reports with the Commission. The Master Servicer shall have no responsibility to
file any items other than those specified in this Section.                      

(c) [RESERVED]                                          

       (d) The obligations set forth in paragraphs (a) and (b) of this
Section shall only apply with respect to periods for which the Master Servicer  
is obligated to file Form 8-Ks and 10-Ks pursuant to paragraph (b) of this      
Section. In the event a Form 15 is properly filed pursuant to paragraph (b) of  
this Section, there shall be no further obligations under paragraphs (a) and (b)
of this Section with respect to the fiscal year in which the Form 15 is filed   
(other than the obligations in paragraphs (a) and (b) of this Section to be     
performed in such fiscal year that relate back to the prior fiscal year).       

     SECTION 11.10. Obligation of the Master Servicer in Respect of Prepayment
Interest Shortfalls.                                                            

    In the event a Prepayment Interest Shortfall occurs, the Master Servicer
shall deposit in the Certificate Account not later than the related Distribution
Date an amount equal to the aggregate Prepayment Interest Shortfalls            
attributable to Principal Prepayments on the related Mortgage Loans for the     
related Distribution Date, to the extent such Prepayment Interest Shortfalls    
were required to be, but were not so paid by the Servicer.                      

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IN WITNESS WHEREOF, the Depositor, the Trustee, the Securities      
Administrator, the Master Servicer, and the Servicer have caused their names to 
be signed hereto by their respective officers thereunto duly authorized as of   
the day and year first above written.                                           

                                 MERRILL LYNCH MORTGAGE INVESTORS, INC.,
                        as Depositor

                                  By: ____________________________________
              Name: Matthew Whalen
          Title: President

                             HSBC BANK USA, NATIONAL ASSOCIATION
                  as Trustee

                                  By: ____________________________________
Name: 
Title:

                 WELLS FARGO BANK, N.A.,
                                   as Securities Administrator

                                  By: ____________________________________
             Name: Sandra Whalen
               Title: Vice President

                 WELLS FARGO BANK, N.A.,
                          as Master Servicer

                                  By: ____________________________________
             Name: Sandra Whalen
               Title: Vice President

                   LITTON LOAN SERVICING LP,
                   as Servicer

                                  By: ____________________________________
Name: 
Title:

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 EXHIBIT A

 FORMS OF CERTIFICATES

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A-1                                                                             

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MORTGAGE LOAN SCHEDULE - MORTGAGE POOL

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 MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS

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 MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS

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 EXHIBIT C

[RESERVED]

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 EXHIBIT D

 FORM OF TRUSTEE CERTIFICATION

[DATE]

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

Litton Loan Servicing LP                                                        
4828 Loop Central Drive                                                         
Houston, Texas 77081                                                            

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045                                                        

HSBC Bank USA, National Association                                             
452 Fifth Avenue                                                                
New York, New York 10018                                                        

Re: Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates,         
Series 2005-4                                                           

Ladies and Gentlemen:                                                           

  In accordance with Section 2.02 of the Pooling and Servicing Agreement
dated as of October 1, 2005 among Merrill Lynch Mortgage Investors, Inc., as    
depositor, Wells Fargo Bank, N.A., as master servicer and securities            
administrator, HSBC Bank USA, National Association, as trustee and Litton Loan  
Servicing LP, as servicer (the "Pooling and Servicing Agreement"), the          
undersigned, as custodian, hereby certifies that [, except as set forth in      
Schedule A hereto,] as to each Mortgage Loan listed in the Mortgage Loan        
Schedule attached hereto (other than any Mortgage Loan paid in full or listed on
the attachment hereto) it has reviewed the Mortgage File and the Mortgage Loan  
Schedule and has determined that:                                               

  (i) All documents in the Mortgage File required to be delivered to the
Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement are in  
its possession;                                                                 

  (ii) In connection with each Mortgage Loan or Assignment thereof as to
which documentary evidence of recording was not received on the Closing Date, it
has received evidence of such recording; and                                    

     (iii) Such documents have been reviewed by it and appear regular on their
face and relate to such Mortgage Loan.                                          

The custodian has made no independent examination of any documents  
contained in each Mortgage File beyond confirming (i) that the Mortgage Loan    
number, the name of the Mortgagor, the street address (excluding zip code), the 
mortgage interest rate at origination, the gross margin (if applicable), the    
lifetime rate cap (if applicable), the periodic rate cap (if applicable), the   
original principal                                                              

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balance, the first payment due date and the original maturity date in each      
Mortgage File conform to the respective Mortgage Loan number and name listed on 
the Mortgage Loan Schedule and (ii) the existence in each Mortgage File of each 
of the documents listed in subparagraphs (i)(A) through (F), inclusive, or      
(ii)(A) through (K), inclusive, as applicable, of Section 2.01 in the Agreement.
The custodian makes no representations or warranties as to the validity,        
legality, recordability, sufficiency, enforceability or genuineness of any of   
the documents contained in each Mortgage Loan or the collectability,            
insurability, effectiveness or suitability of any such Mortgage Loan.           

Capitalized words and phrases used herein shall have the respective 
meanings assigned to them in the above-referenced Pooling and Servicing         
Agreement.                                                                      

 WELLS FARGO BANK, N.A.,
AS CUSTODIAN ON BEHALF OF HSBC AS TRUSTEEBY:
BY:   
NAME: 
TITLE:

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 EXHIBIT E-1

 FORM OF TRANSFEREE'S LETTER AND AFFIDAVIT

[DATE]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045                                                        
Attention:  Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-4 

Ladies and Gentlemen:                                                           

We propose to purchase Ownit Mortgage Loan Trust, Mortgage Loan     
Asset-Backed Certificates, Series 2005-4, Class R, described in the Prospectus  
Supplement, dated October 26, 2005, and the Prospectus, dated August 26, 2005.  
Capitalized terms used but not defined herein shall have the meanings assigned  
to them in the Pooling and Servicing Agreement dated October 1, 2005 relating to
this issuance of the Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed      
Certificates, Series 2005-4 (the "Pooling and servicing Agreement").            

    1. We certify that (a) we are not a disqualified organization and (b) we
are not purchasing such Class R Certificate on behalf of a disqualified         
organization; for this purpose the term "disqualified organization" means the   
United States, any state or political subdivision thereof, any foreign          
government, any international organization, any agency or instrumentality of any
of the foregoing (except any entity treated as other than an instrumentality of 
the foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code 
of 1986, as amended (the "Code")), any organization (other than a cooperative   
described in Section 521 of the Code) that is exempt from taxation under the    
Code (unless such organization is subject to tax on excess inclusions) and any  
organization that is described in Section 1381(a)(2)(C) of the Code. We         
understand that any breach by us of this certification may cause us to be liable
for an excise tax imposed upon transfers to disqualified organizations.         

     2. We certify that (a) we have historically paid our debts as they became
due, (b) we intend, and believe that we will be able, to continue to pay our    
debts as they become due in the future, (c) we understand that, as beneficial   
owner of the Class R Certificate, we may incur tax liabilities in excess of any 
cash flows generated by the Class R Certificate, and (d) we intend to pay any   
taxes associated with holding the Class R Certificate as they become due and (e)
we will not cause income from the Class R Certificate to be attributable to a   
foreign permanent establishment or fixed base (within the meaning of an         
applicable income tax treaty) of ours or another U.S. taxpayer.                 

 3. We acknowledge that we will be the beneficial owner of the Class R
Certificate and:(1)                                                             

_________ The Class R Certificate will be registered in our name.               
_________ The Class R Certificate will be held in the name of our nominee,      
_________________, which is not a disqualified organization.

------------------                                                              
(1) Check appropriate box and if necessary fill in the name of the Transferee's 
nominee.                                                                

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     4. We certify that we are not an employee benefit plan subject to Title I
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a 
plan subject to Section 4975 of the Code or a plan subject to federal, state,   
local, non-U.S. or other law substantively similar to the foregoing provisions  
of ERISA or the Code (each, a "Plan"), and are not directly or indirectly       
acquiring the Class R Certificate on behalf of or with any assets of a Plan.    

      5. We certify that (i) we are a U.S. person or (ii) we will hold the Class
R Certificate in connection with the conduct of a trade or business within the  
United States and have furnished the transferor and the Securities Administrator
with a duly completed and effective Internal Revenue Service Form W-8ECI or     
successor form at the time and in the manner required by the Code; for this     
purpose the term "U.S. person" means a citizen or resident of the United States,
a corporation, or partnership (unless, in the case of a partnership, Treasury   
regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any State thereof or the District of Columbia,   
including an entity treated as a corporation or partnership for federal income  
tax purposes, an estate whose income is subject to United States federal income 
tax regardless of the source of its income, or 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 such U.S. persons have the authority to control all   
substantial decisions of the trust (or, to the extent provided in applicable    
Treasury regulations, certain trusts in existence on August 20, 1996 which are  
eligible to elect to be treated as U.S. Persons. We agree that any breach by us 
of this certification shall render the transfer of any interest in the Class R  
Certificate to us absolutely null and void and shall cause no rights in the     
Class R Certificate to vest in us.                                              

      6. We agree that in the event that at some future time we wish to transfer
any interest in the Class R Certificate, we will transfer such interest in the  
Class R Certificate only (a) to a transferee that (i) is not a disqualified     
organization and is not purchasing such interest in the Class R Certificate on  
behalf of a disqualified organization, (ii) is a U.S. person or will hold the   
Class R Certificate in connection with the conduct of a trade or business within
the United States and will furnish us and the Securities Administrator with a   
duly completed and effective Internal Revenue Service Form W-8ECI or successor  
form at the time and in the manner required by the Code and (iii) has delivered 
to the Securities Administrator a letter in the form of this letter (including  
the affidavit appended hereto) and, we will provide the Securities Administrator
a written statement substantially in the form of Exhibit E-2 to the Pooling and 
Servicing Agreement.                                                            

     7. We hereby designate _______________________ as our fiduciary to act as
the tax matters person for each of the REMICs provided for in the Pooling and   
Servicing Agreement in which the Class R Certificate represents the residual    
interest.                                                                       

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                         Very truly yours,

                   [PURCHASER]

                                            By: ________________________________
                     Name:
                      Title:

Accepted as of __________ __, 200__                                             

MERRILL LYNCH MORTGAGE INVESTORS, INC.                                          

By: _________________________                                                   
Name:                                                                   
Title:                                                                  

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APPENDIX A

                                 Affidavit pursuant to (i) Section
                                       860E(e)(4) of the Internal Revenue Code
                                     of 1986, as amended, and (ii) certain
                                       provisions of the Pooling and Servicing
         Agreement

Under penalties of perjury, the undersigned declares that the following is true:

       1.    He or she is an officer of _________________________ (the
"Transferee"),                              

            2.    the Transferee's Employer Identification number is __________,

     3.    the Transferee is not a "disqualified organization" (as
          defined below), has no plan or intention of becoming a
              disqualified organization, and is not acquiring any of its
            interest in the Ownit Mortgage Loan Trust, Mortgage Loan
                 Asset-Backed Certificates, Series 2005-4, Class R Certificate
                 on behalf of a disqualified organization or any other entity,

       4.    unless Merrill Lynch Mortgage Investors, Inc.("MLMI") has
                consented to the transfer to the Transferee by executing the
             form of Consent affixed as Appendix B to the Transferee's
                  Letter to which this Certificate is affixed as Appendix A, the
     Transferee is a "U.S. person" (as defined below),

       5.    that no purpose of the transfer is to avoid or impede the
assessment or collection of tax,            

           6.    the Transferee has historically paid its debts as they became
due,                                        

           7.    the Transferee intends, and believes that it will be able, to
               continue to pay its debts as they become due in the future,

         8.    the Transferee understands that, as beneficial owner of the
                  Class R Certificate, it may incur tax liabilities in excess of
        any cash flows generated by the Class R Certificate,

     9.    the Transferee intends to pay any taxes associated with
       holding the Class R Certificate as they become due,

         10.   the Transferee consents to any amendment of the Pooling and
              Servicing Agreement that shall be deemed necessary by MLMI
       (upon advice of counsel) to constitute a reasonable
                  arrangement to ensure that the Class R Certificate will not be
                owned directly or indirectly by a disqualified organization,
and                                         

         11.   IF BRACKETED, THE FOLLOWING CERTIFICATIONS ARE INAPPLICABLE
             [the transfer is not a direct or indirect transfer of the
               Class R Certificate to a foreign permanent establishment or
              fixed base (within the meaning of an applicable income tax
             treaty) of the Transferee, and as to each of the residual
                 interests represented by the Class R Certificate, the present
value of                                    

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                the anticipated tax liabilities associated with holding such
 residual interest does not exceed the sum of:

             A.    the present value of any consideration given to the
             Transferee to acquire such residual interest;

                B.    the present value of the expected future distributions
on such residual interest; and  

          C.    the present value of the anticipated tax savings
                     associated with holding such residual interest as the
related REMIC generates losses. 

          For purposes of this declaration, (i) the Transferee is assumed to
       pay tax at a rate equal to the highest rate of tax specified in
           Section 11(b)(1) of the Code, but the tax rate specified in Section
       55(b)(1)(B) of the Code may be used in lieu of the highest rate
            specified in Section 11(b)(1) of the Code if the Transferee has been
           subject to the alternative minimum tax under Section 55 of the Code
         in the preceding two years and will compute its taxable income in
            the current taxable year using the alternative minimum tax rate, and
           (ii) present values are computed using a discount rate equal to the
         Federal short-term rate prescribed by Section 1274(d) of the Code
            for the month of the transfer and the compounding period used by the
Transferee;]                                            

[(11)       (A)   at the time of the transfer, and at the close of each of the  
            Transferee's two fiscal years preceding the Transferee's
              fiscal year of transfer, the Transferee's gross assets for
                financial reporting purposes exceed $100 million and its net
               assets for financial reporting purposes exceed $10 million;
and                                         

     (B)   the Transferee is an eligible corporation as defined in
                 Treasury regulations Section 1.860E-1(c)(6)(i) and has agreed
          in writing that any subsequent transfer of the Class R
            Certificate will be to another eligible corporation in a
           transaction that satisfies Treasury regulation Sections
                  1.860E-1(c)(4)(i), 1.860E-1(c)(4)(ii), 1.860E-1(c)(4)(iii) and
            1.860E-1(c)(5) and such transfer will not be a direct or
                  indirect transfer to a foreign permanent establishment (within
                 the meaning of an applicable income tax treaty) of a domestic
corporation.                                

For purposes of this declaration, the gross and net assets of the Transferee do 
not include any obligation of any related person as defined in Treasury         
regulation Section 1.860E-1(c)(6)(ii) or any other asset if a principal purpose 
for holding or acquiring the other asset is to permit the Transferee to make    
this declaration or to satisfy the requirements of Treasury regulation Section  
1.860E-1(c)(5)(i).]                                                             

(12) The Transferee will not cause income from the Class R 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 another U.S.   
taxpayer.                                                                       

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For purpose of this affidavit, the term "disqualified organization" means the   
United States, any state or political subdivision thereof, any foreign          
government, any international organization, any agency or instrumentality of any
of the foregoing (except any entity treated as other than an instrumentality of 
the foregoing for purposes of Section 168(h)(2)(D) of the Internal Revenue Code 
of 1986, as amended (the "Code")), any organization (other than a cooperative   
described in Section 521 of the Code) that is exempt from taxation under the    
Code (unless such organization is subject to tax on excess inclusions) and any  
organization that is described in Section 1381(a)(2)(C) of the Code and the term
"U.S. Person" means a citizen or resident of the United States, a corporation or
partnership (unless, in the case of a partnership, Treasury regulations are     
adopted that provide otherwise) created or organized in or under the laws of the
United States, any state thereof or the District of Columbia, including an      
entity treated as a corporation or partnership for federal income tax purposes, 
an estate whose income is subject to Unites States federal income tax regardless
of its source, or a trust if a court within the United States is able to        
exercise primary supervision over the administration of such trust, and one or  
more such U.S. Persons have the authority to control all substantial decisions  
of such trust, (or, to the extent provided in applicable Treasury regulations,  
certain trusts in existence on August 20, 1996 which are eligible to elect to be
treated as U.S. Persons).                                                       

___________________________________________________                             

By:________________________________________________                             
________________________________________________                          

Address of Investor for receipt of distribution:                          

Address of Investor for receipt of tax information:                       

(Corporate Seal)                                                          

Attest:                                                                   

___________________________________                                       

___________________________________ ,Secretary                            

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Personally appeared before me the above-named ______________, known or proved to
me to be the same person who executed the foregoing instrument and to be the    
_______ of the Investor, and acknowledged to me that he executed the same as his
free act and deed and the free act and deed of the Investor.                    

Subscribed and sworn before me this       day of           ,                    
200__.                                                                          

_____________________________________                                           
Notary Public                                                                   

County of____________________________                                           

State of_____________________________                                           

My commission expires the ________ day of ______________                        

               By:

                                                   Name:________________________
                                                   Title: ______________________

Dated:____________________                                                      

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 EXHIBIT E-2

FORM OF TRANSFEROR'S AFFIDAVIT

[DATE]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045                                                        
Attention:  Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-4 

Re: Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates,         
Series 2005-4                                                           

_______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no actual
knowledge that such affidavit is not true, and has no reason to believe that the
Transferee has the intention to impede the assessment or collection of any      
federal, state or local taxes legally required to be paid with respect to the   
Class R Certificate referred to in the attached affidavit. In addition, the     
Transferor has conducted a reasonable investigation at the time of the transfer 
and found that the Transferee had historically paid its debts as they came due  
and found no significant evidence to indicate that the Transferee will not      
continue to pay its debts as they become due.                                   

                               Very truly yours,

                                               _________________________________
                   Name:
                    Title:

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 EXHIBIT F

FORM OF TRANSFEROR CERTIFICATE

[DATE]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045                                                        
Attention:  Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-4 

RE: Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series  
2005-4                                                                  

Ladies and Gentlemen:                                                           

  In connection with our disposition of the Class [____] Certificate, 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 and (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 that would result in, a violation of Section 5 of the Act. All 
capitalized terms used herein but not defined herein shall have the meanings    
assigned to them in the Pooling and Servicing Agreement dated as of October 1,  
2005, among Merrill Lynch Mortgage Investors, Inc., as depositor, Wells Fargo   
Bank, N.A., as master servicer and securities administrator, HSBC Bank USA,     
National Association, as trustee and Litton Loan Servicing LP, as servicer.     

                                             Very truly yours,

                                                      __________________________
                                              Name of Transferor

                                                      By:_______________________
                                 Name:
                                 Title

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 EXHIBIT G

 FORM OF INVESTMENT LETTER
 (ACCREDITED INVESTOR)

[DATE]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045                                                        
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-4  

Re:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
2005-4                                                              

Ladies and Gentlemen:                                                           

      ______________ (the "Purchaser") intends to purchase from ________________
(the "Transferor") $_______ by original principal balance (the "Transferred     
Certificates") of Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed         
Certificates, Series 2005-4, Class [____] (the "Certificates"), issued pursuant 
to a Pooling and Servicing Agreement, dated as of October 1, 2005 (the "Pooling 
and Servicing Agreement"), among Merrill Lynch Mortgage Investors, Inc., as     
depositor (the "Depositor"), Wells Fargo Bank, N.A. as master servicer (the     
"Master Servicer") and securities administrator (the "Securities                
Administrator"), HSBC Bank USA, National Association, as trustee (the "Trustee")
and Litton Loan Servicing LP, as servicer (the "Servicer"). [THE PURCHASER      
INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN THE NAME OF_________________ 
____________________, AS NOMINEE FOR _________________.] All terms used and not 
otherwise defined herein shall have the meanings set forth in the Pooling and   
Servicing Agreement.                                                            

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Purchaser certifies, represents and warrants to, and
covenants with, the Depositor and the Securities Administrator that:            

1. The Purchaser understands that (a) the Certificates have not been
registered or qualified under the Securities Act of 1933, as amended (the       
"Securities Act"), or the securities laws of any state, (b) neither the         
Depositor nor the Trustee is required, and neither of them intends, to so       
register or qualify the Certificates, (c) the Certificates cannot be resold     
unless (i) they are registered and qualified under the Securities Act and the   
applicable state securities laws or (ii) an exemption from registration and     
qualification is available and (d) the Pooling and Servicing Agreement contains 
restrictions regarding the transfer of the Certificates.                        

2. The Certificates will bear a legend to the following effect:     

      THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
  AS AMENDED (THE "ACT"), THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED
     (THE "1940 ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS, AND MAY NOT,
    DIRECTLY OR INDIRECTLY, BE SOLD OR OTHERWISE TRANSFERRED, OR OFFERED FOR
    SALE, UNLESS SUCH TRANSFER IS NOT SUBJECT TO REGISTRATION UNDER THE ACT,
   THE 1940 ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND SUCH TRANSFER
ALSO COMPLIES WITH THE OTHER                                        

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 PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT. NO
TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE SECURITIES    
    ADMINISTRATOR SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO
      THE SECURITIES ADMINISTRATOR (A) AN INVESTMENT LETTER FROM THE PROSPECTIVE
INVESTOR; AND (B) REPRESENTATIONS FROM THE TRANSFEROR REGARDING THE 
OFFERING AND SALE OF THE CERTIFICATES.                              

    3. The ERISA Restricted Certificates will bear a legend to the following
effect:                                                                         

NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE SECURITIES 
   ADMINISTRATOR HAS RECEIVED (A) A REPRESENTATION THAT SUCH TRANSFEREE IS
      NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A PLAN SUBJECT TO
      SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")
OR A PLAN SUBJECT TO STATE, LOCAL, FEDERAL, NON-U.S. OR OTHER LAW   
  SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE
("SIMILAR LAW"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS   
     CERTIFICATE BY, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH PLAN, (B) IF
     THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING,
 A REPRESENTATION THAT SUCH 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 SECURITIES ADMINISTRATOR, AND UPON WHICH THE
      SECURITIES ADMINISTRATOR SHALL BE ENTITLED TO RELY, TO THE EFFECT THAT THE
     ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE
     WILL NOT CONSTITUTE OR 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 TRUSTEE, THE NIMS INSURER, THE MASTER SERVICER,
THE SECURITIES ADMINISTRATOR, THE SERVICER OR THE DEPOSITOR TO ANY  
      OBLIGATION IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE POOLING
     AND SERVICING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE
 OF THE TRUSTEE, THE NIMS INSURER, THE MASTER SERVICER, THE SECURITIES
     ADMINISTRATOR, THE SERVICER OR THE DEPOSITOR. IF THE CERTIFICATE IS NOT A
DEFINITIVE CERTIFICATE, THE TRANSFEREE IS DEEMED TO HAVE MADE THE   
REPRESENTATION IN (A) OR (B) ABOVE.                                 

   4. The Class R Certificates will bear a legend to the following effect:

      NO TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
  TRANSFEREE PROVIDES THE SECURITIES ADMINISTRATOR WITH A REPRESENTATION
      THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF
      THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
  A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR A PLAN SUBJECT TO STATE,
LOCAL, FEDERAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE  
FOREGOING PROVISIONS OF ERISA OR THE                                

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  CODE ("SIMILAR LAW"), AND IS NOT DIRECTLY OR INDIRECTLY ACQUIRING THIS
CERTIFICATE BY, ON BEHALF OF, OR WITH ANY ASSETS OF ANY SUCH PLAN.  

  5. The Purchaser is acquiring the Transferred Certificates for its own
account [FOR INVESTMENT ONLY]* and not with a view to or for sale or other      
transfer in connection with any distribution of the Transferred Certificates in 
any manner that would violate the Securities Act or any applicable state        
securities laws, subject, nevertheless, to the understanding that disposition of
the Purchaser's property shall at all times be and remain within its control.   

6. The Purchaser (a) is a substantial, sophisticated institutional  
investor having such knowledge and experience in financial and business matters,
and in particular in such matters related to securities similar to the          
Certificates, such that it is capable of evaluating the merits and risks of     
investment in the Certificates, (b) is able to bear the economic risks of such  
an investment and (c) is an "accredited investor" within the meaning of Rule    
501(a) promulgated pursuant to the Securities Act.                              

     7. The Purchaser will not nor has it authorized nor will it authorize any
person to (a) offer, pledge, sell, dispose of or otherwise transfer any         
Certificate, any interest in any Certificate or any other similar security to   
any person in any manner, (b) solicit any offer to buy or to accept a pledge,   
disposition or other transfer of any Certificate, any interest in any           
Certificate or any other similar security from any person in any manner, (c)    
otherwise approach or negotiate with respect to any Certificate, any interest in
any Certificate or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or in any other   
manner, or (e) take any other action, that would constitute a distribution of   
any Certificate under the Securities Act or the Investment Company Act of 1940, 
as amended (the "1940 Act"), that would render the disposition of any           
Certificate a violation of Section 5 of the Securities Act or any state         
securities law, or that would require registration or qualification pursuant    
thereto. Neither the Purchaser nor anyone acting on its behalf has offered the  
Certificates for sale or made any general solicitation by means of general      
advertising or in any other manner with respect to the Certificates. The        
Purchaser will not sell or otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing Agreement.          

      8. The Purchaser of an ERISA Restricted Certificate (A) is not an employee
benefit plan subject to Title I of ERISA, a plan subject to Section 4975 of the 
Code, 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") and is not directly or indirectly acquiring such Certificates by, on      
behalf of, or with any assets of any such plan, or (B) 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 (C) solely in the event   
the Certificate is a Definitive Certificate, herewith delivers an Opinion of    
Counsel satisfactory to the Securities Administrator, and upon which the        
Securities Administrator shall be entitled to rely, to the effect that the      
acquisition and holding of the Certificate will not constitute or 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 Trustee, the NIMs 
Insurer, the Master Servicer, the Securities Administrator, the Servicer or the 
Depositor to any obligation in addition to those expressly undertaken in the    
Pooling and Servicing Agreement, which Opinion of Counsel shall not be an       
expense of the Trustee, the NIMs Insurer, the Master Servicer, the Securities   
Administrator, the Servicer or the Depositor.                                   

----------                                                                      
* Not required of a broker/dealer purchaser.                                    

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     9. The Purchaser of a Class R Certificate is not an employee benefit plan
subject to Title I of ERISA, a plan subject to Section 4975 of the Code, 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"), or a  
Person directly or indirectly acquiring such Certificate by, on behalf of, or   
with any assets of any such plan.                                               

10. Prior to the sale or transfer by the Purchaser of any of the    
Certificates, the Purchaser will obtain from any subsequent purchaser           
substantially the same certifications, representations, warranties and covenants
contained in the foregoing paragraphs and in this letter or a letter            
substantially in the form of Exhibit H to the Pooling and Servicing Agreement.  

   11. The Purchaser agrees to indemnify the Trustee, the Master Servicer,
the Securities Administrator, the Servicer and the Depositor against any        
liability that may result from any misrepresentation made herein.               

               Very truly yours,

         [PURCHASER]

                                  By:_________________________________
         Name:
          Title:

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 EXHIBIT H

 FORM OF RULE 144A INVESTMENT LETTER
 (QUALIFIED INSTITUTIONAL BUYER)

[DATE]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045                                                        
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-4  

Re:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
2005-4                                                              

Ladies and Gentlemen:                                                           

      ______________ (the "Purchaser") intends to purchase from ________________
(the "Transferor") $_______ by original principal balance (the "Transferred     
Certificates") of Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed         
Certificates, Series 2005-4, Class [____] (the "Certificates"), issued pursuant 
to a Pooling and Servicing Agreement, dated as of October 1, 2005 (the "Pooling 
and Servicing Agreement"), among Merrill Lynch Mortgage Investors, Inc., as     
depositor (the "Depositor"), Wells Fargo Bank, N.A. as master servicer (the     
"Master Servicer") and securities administrator (the "Securities                
Administrator"), HSBC Bank USA, National Association, as trustee (the           
"Trustee"), Litton Loan Servicing LP, as servicer (the "Servicer"). [THE        
PURCHASER INTENDS TO REGISTER THE TRANSFERRED CERTIFICATE IN THE NAME OF        
____________________, AS NOMINEE FOR _________________.] All terms used and not 
otherwise defined herein shall have the meanings set forth in the Pooling and   
Servicing Agreement.                                                            

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Purchaser certifies, represents and warrants to, and
covenants with, the Depositor and the Trustee that:                             

    In connection with our acquisition of the above Transferred 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    
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 Transferred Certificates and all       
matters relating thereto or any additional information deemed necessary to our  
decision to purchase the Transferred Certificates, (d) solely with respect to   
ERISA Restricted Certificates, (A) we are not an employee benefit plan subject  
to Title I of the Employee Retirement Income Security Act of 1974, as amended   
("ERISA"), a plan subject to Section 4975 of the Internal Revenue Code of 1986, 
as amended (the "Code"), 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"), or Persons directly or indirectly acting on behalf of or  
using any assets of any such plan, or (B) if the Certificate has been the       
subject of an ERISA-Qualifying Underwriting, we are 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)                                  

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solely in the event the Certificate is a Definitive Certificate, we will        
herewith deliver an Opinion of Counsel satisfactory to the Securities           
Administrator, and upon which the Securities Administrator shall be entitled to 
rely, to the effect that the acquisition and holding of the Certificate will not
constitute or 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 Trustee, the NIMs Insurer, the Master Servicer, the Securities      
Administrator, the Servicer or the Depositor to any obligation in addition to   
those expressly undertaken in the Pooling and Servicing Agreement, which Opinion
of Counsel shall not be an expense of the Trustee, the NIMs Insurer, the Master 
Servicer, the Securities Administrator, the Servicer or the Depositor, (e) 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, (f) we are a "qualified        
institutional buyer" as that term is defined in Rule 144A under the Securities  
Act and have completed one of the forms of certification to that effect attached
hereto as Annex 1 or Annex 2. We are aware that the sale of the Transferred     
Certificates to us is being made in reliance on Rule 144A. We are acquiring the 
Transferred 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 by us, based upon          
certifications of such purchaser or information we have in our possession, 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.       

  We agree to indemnify the Trustee, the Master Servicer, the Securities
Administrator, the Servicer and the Depositor against any liability that may    
result from any misrepresentation made herein.                                  

     Very truly yours,

[PURCHASER] 

                       By: _______________________________
 Name:
  Title:

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                                                                         ANNEX 1

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 the 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 $____________* 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 Federal, 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 such institution 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, as amended.

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

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      ______  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 the State,
territory or the District of Columbia.      

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

        ______  ERISA Plan. The Buyer is an employee benefit plan subject to
             Title I of the Employee Retirement Income Security Act of
1974, as amended.                           

  ______  Investment Advisor. The Buyer is an investment advisor
            registered under the Investment Advisors Act of 1940, as
amended.                                    

        ______  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, as amended.

         ______  Business Development Company. Buyer is a business development
              company as defined in Section 202(a)(22) of the Investment
Advisors Act of 1940, as amended.           

   3. The term "securities" as used for purposes of the calculation of the
dollar amount in paragraph 2 excludes: (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.                                                                        

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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 as provided above, the Buyer agrees that it will       
furnish to such parties updated annual financial statements promptly after they 
become available.                                                               

                     By:__________________________________
Name:     
Title:    

                     Date:________________________________

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                                                                         ANNEX 2

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 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.                                                          

                            By:_________________________________________
Name:     
Title:    

IF AN ADVISER:  

                            ____________________________________________
   Print Name of Buyer

                            Date:_______________________________________

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 EXHIBIT I

 FORM OF REQUEST FOR RELEASE

[DATE]

To:   Wells Fargo Bank, N.A.                                                    
1015 10th Avenue Southeast                                          
Minneapolis, Minnesota 55414                                        

Re:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates,       
Series 2005-4                                                       

    In connection with the administration of the Mortgage Loans held by you,
as Trustee, pursuant to the Pooling and Servicing Agreement dated as of October 
1, 2005 among Merrill Lynch Mortgage Investors, Inc., as depositor, Wells Fargo 
Bank, N.A., as master servicer and securities administrator, HSBC Bank USA,     
National Association, as trustee and Litton Loan Servicing LP, as servicer (the 
"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:_______________________________________

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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.                                                  

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:                                                                          

WELLS FARGO BANK, N.A.,                                                         
as Custodian                                                                    

By: _______________________________      _____________________________________  
Signature                            Date                             

Documents returned to Custodian:                                                

By: _______________________________      _____________________________________  
Signature                            Date                             

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 EXHIBIT J

[RESERVED]

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 EXHIBIT K

 FORM OF OFFICER'S CERTIFICATE OF SECURITIES ADMINISTRATOR

[DATE]

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

Re:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
2005-4                                                              

   I, [identify the certifying individual], a [title] of Wells Fargo Bank,
N.A., as securities administrator under the Pooling and Servicing Agreement     
dated as of October 1, 2005 among Merrill Lynch Mortgage Investors, Inc., as    
depositor, Wells Fargo Bank, N.A., as master servicer and securities            
administrator, HSBC Bank USA, National Association, as trustee and Litton Loan  
Servicing LP, as servicer (the "Agreement"), hereby certify to the Depositor,   
and its officers, directors and affiliates, and with the knowledge and intent   
that they will rely upon this certification, that:                              

1.    I have reviewed the Monthly Statements delivered pursuant to the Agreement
     since the last Officer's Certificate executed pursuant to Section 3.21 of
the Agreement [or in the case of the first certification, since the 
Cut-off Date] (the "Securities Administrator Information").         

2.    Based on my knowledge, the information in the Monthly Statement, taken as 
     a whole, does not contain any untrue statement of a material fact or omit
    to state a material fact necessary to make the statements made, in light
      of the circumstances under which such statements were made, not misleading
as of the date hereof;                                              

3.    Based on my knowledge, the Monthly Statements required to be prepared by  
  the Securities Administrator under the Agreement has been prepared and
provided in accordance with the Agreement; and                      

4.    I am responsible for reviewing the activities performed by the Securities 
      Administrator under the Agreement and the Securities Administrator has, as
      of the date hereof fulfilled its obligations under the Agreement and there
      are no significant deficiencies relating to the Securities Administrator's
compliance with the Agreement.                                      

Date:                                                                           

Wells Fargo Bank, N.A.,   
 as Securities Administrator
                By: ______________________________________
                Name: ____________________________________
                Title: ___________________________________

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 EXHIBIT L

 FORM OF OFFICER'S CERTIFICATE OF SERVICER

[DATE]

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

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045                                                        
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-4  

Re:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series
2005-4                                                              

    I, [identify the certifying individual], an authorized representative of
Litton Loan Servicing LP, as servicer under the Pooling and Servicing Agreement 
dated as of October 1, 2005 among Merrill Lynch Mortgage Investors, Inc., as    
depositor, Wells Fargo Bank, N.A., as master servicer and securities            
administrator, HSBC Bank USA, National Association, as trustee and Litton Loan  
Servicing LP, as servicer (the "Agreement"), hereby certify to the Securities   
Administrator and the Depositor, and each of their respective officers,         
directors and affiliates, and with the knowledge and intent that they will rely 
upon this certification, that:                                                  

1. Based on my knowledge, the information in the annual statement of
compliance identified in Section 3.17 of the Agreement, the annual independent  
public accountants' report identified in Section 3.18 of the Agreement and all  
servicing reports, officer's certificates and other information relating to the 
servicing of the Mortgage Loans submitted to the Master Servicer, the Securities
Administrator and the Trustee taken as a whole, does not contain any untrue     
statement of a material fact or omit to state a material fact necessary to make 
the statements made, in light of the circumstances under which such statements  
were made, not misleading as of the date of this certification;                 

2. The servicing information required to be provided to the Master  
Servicer and the Securities Administrator by the Servicer under the Agreement   
has been provided to the Master Servicer and the Securities Administrator;      

      3. I am responsible for reviewing the activities performed by the Servicer
under the Agreement and based upon the review required hereunder, and except as 
disclosed in the annual statement of compliance identified in Section 3.17 of   
the Agreement, the annual independent public accountants' report identified in  
Section 3.18 of the Agreement and all servicing reports, officer's certificates 
and other information relating to the servicing of the Mortgage Loans submitted 
to the Master Servicer and the Securities Administrator, the Servicer has, as of
the date of this certification, fulfilled its obligations under this Agreement; 
and                                                                             

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   4. I have disclosed to the Master Servicer all significant deficiencies
relating to the Servicer's compliance with the minimum servicing standards in   
accordance with a review conducted in compliance with the Uniform Single        
Attestation Program for Mortgage Bankers or similar standard as set forth under 
the Agreement.                                                                  

Date:                                                                           

                         Litton Loan Servicing LP, as Servicer
                               By : ______________________________________
                               Name: _____________________________________
                               Title:_____________________________________

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 EXHIBIT M-1

FORM OF DELINQUENCY REPORT

STANDARD FILE LAYOUT - DELINQUENCY REPORTING                        

                                                        [Enlarge/Download Table]

                                                                                                                         FORMAT  
COLUMN/HEADER NAME                                              DESCRIPTION                                   DECIMAL   COMMENT  
------------------                                              -----------                                   -------   -------  
                                                                                                                                 
SERVICER_LOAN_NBR           A unique number assigned to a loan by the Servicer. This may be different than                       
                            the LOAN_NBR                                                                                         

LOAN_NBR                    A unique identifier assigned to each loan by the originator.                                         

CLIENT_NBR                  Servicer Client Number                                                                               

SERV_INVESTOR_NBR           Contains a unique number as assigned by an external servicer to identify a group                     
                            of loans in their system.                                                                            

BORROWER_FIRST_NAME         First Name of the Borrower.                                                                          

BORROWER_LAST_NAME          Last name of the borrower.                                                                           

PROP_ADDRESS                Street Name and Number of Property                                                                   

PROP_STATE                  The state where the property located.                                                                

PROP_ZIP                    Zip code where the property is located.                                                              

BORR_NEXT_PAY_DUE_DATE      The date that the borrower's next payment is due to the servicer at the end of             MM/DD/YYYY
                            processing cycle, as reported by Servicer.                                                           

LOAN_TYPE                   Loan Type (i.e. FHA, VA, Conv)                                                                       

BANKRUPTCY_FILED_DATE       The date a particular bankruptcy claim was filed.                                          MM/DD/YYYY

BANKRUPTCY_CHAPTER_CODE     The chapter under which the bankruptcy was filed.                                                    

BANKRUPTCY_CASE_NBR         The case number assigned by the court to the bankruptcy filing.                                      

POST_PETITION_DUE_DATE      The payment due date once the bankruptcy has been approved by the courts                   MM/DD/YYYY

BANKRUPTCY_DCHRG_DISM_DATE  The Date The Loan Is Removed From Bankruptcy.  Either by Dismissal, Discharged             MM/DD/YYYY
                            and/or a Motion For Relief Was Granted.                                                              

LOSS_MIT_APPR_DATE          The Date The Loss Mitigation Was Approved By The Servicer                                  MM/DD/YYYY

LOSS_MIT_TYPE               The Type Of Loss Mitigation Approved For A Loan Such As;                                             

LOSS_MIT_EST_COMP_DATE      The Date The Loss Mitigation /Plan Is Scheduled To End/Close                               MM/DD/YYYY

LOSS_MIT_ACT_COMP_DATE      The Date The Loss Mitigation Is Actually Completed                                         MM/DD/YYYY

FRCLSR_APPROVED_DATE        The date DA Admin sends a letter to the servicer with instructions to begin                MM/DD/YYYY
                            foreclosure proceedings.                                                                             

ATTORNEY_REFERRAL_DATE      Date File Was Referred To Attorney to Pursue Foreclosure                                   MM/DD/YYYY

FIRST_LEGAL_DATE            Notice of 1st legal filed by an Attorney in a Foreclosure Action                           MM/DD/YYYY

FRCLSR_SALE_EXPECTED_DATE   The date by which a foreclosure sale is expected to occur.                                 MM/DD/YYYY

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FRCLSR_SALE_DATE         The actual date of the foreclosure sale.                                          MM/DD/YYYY      

FRCLSR_SALE_AMT          The amount a property sold for at the foreclosure sale.                        2  No commas (,) or
                                                                                                           dollar signs ($)

EVICTION_START_DATE      The date the servicer initiates eviction of the borrower.                         MM/DD/YYYY      

EVICTION_COMPLETED_DATE  The date the court revokes legal possession of the property from the borrower.    MM/DD/YYYY      

LIST_PRICE               The price at which an REO property is marketed.                                2  No commas (,) or
                                                                                                           dollar signs ($)

LIST_DATE                The date an REO property is listed at a particular price.                         MM/DD/YYYY      

OFFER_AMT                The dollar value of an offer for an REO property.                              2  No commas (,) or
                                                                                                           dollar signs ($)

OFFER_DATE_TIME          The date an offer is received by DA Admin or by the Servicer.                     MM/DD/YYYY      

REO_CLOSING_DATE         The date the REO sale of the property is scheduled to close.                      MM/DD/YYYY      

REO_ACTUAL_CLOSING_DATE  Actual Date Of REO Sale                                                           MM/DD/YYYY      

OCCUPANT_CODE            Classification of how the property is occupied.                                                   

PROP_CONDITION_CODE      A code that indicates the condition of the property.                                              

PROP_INSPECTION_DATE     The date a property inspection is performed.                                      MM/DD/YYYY      

APPRAISAL_DATE           The date the appraisal was done.                                                  MM/DD/YYYY      

CURR_PROP_VAL            The current "as is" value of the property based on brokers price opinion or    2                  
                         appraisal.                                                                                        

REPAIRED_PROP_VAL        The amount the property would be worth if repairs are completed pursuant to a  2                  
                         broker's price opinion or appraisal.                                                              

IF APPLICABLE:                                                                                                             

DELINQ_STATUS_CODE       FNMA Code Describing Status of Loan                                                               

DELINQ_REASON_CODE       The circumstances which caused a borrower to stop paying on a loan. Code                          
                         indicates the reason why the loan is in default for this cycle.                                   

MI_CLAIM_FILED_DATE      Date Mortgage Insurance Claim Was Filed With Mortgage Insurance Company.          MM/DD/YYYY      

MI_CLAIM_AMT             Amount of Mortgage Insurance Claim Filed                                          No commas (,) or
                                                                                                           dollar signs ($)

MI_CLAIM_PAID_DATE       Date Mortgage Insurance Company Disbursed Claim Payment                           MM/DD/YYYY      

MI_CLAIM_AMT_PAID        Amount Mortgage Insurance Company Paid On Claim                                2  No commas (,) or
                                                                                                           dollar signs ($)

POOL_CLAIM_FILED_DATE    Date Claim Was Filed With Pool Insurance Company                                  MM/DD/YYYY      

POOL_CLAIM_AMT           Amount of Claim Filed With Pool Insurance Company                              2  No commas (,) or
                                                                                                           dollar signs ($)

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POOL_CLAIM_PAID_DATE         Date Claim Was Settled and The Check Was Issued By The Pool Insurer     MM/DD/YYYY      

POOL_CLAIM_AMT_PAID          Amount Paid On Claim By Pool Insurance Company                       2  No commas (,) or
                                                                                                     dollar signs ($)

FHA_PART_A_CLAIM_FILED_DATE  Date FHA Part A Claim Was Filed With HUD                                MM/DD/YYYY      

FHA_PART_A_CLAIM_AMT         Amount of FHA Part A Claim Filed                                     2  No commas (,) or
                                                                                                     dollar signs ($)

FHA_PART_A_CLAIM_PAID_DATE   Date HUD Disbursed Part A Claim Payment                                 MM/DD/YYYY      

FHA_PART_A_CLAIM_PAID_AMT    Amount HUD Paid on Part A Claim                                      2  No commas (,) or
                                                                                                     dollar signs ($)

FHA_PART_B_CLAIM_FILED_DATE  Date FHA Part B Claim Was Filed With HUD                                MM/DD/YYYY      

FHA_PART_B_CLAIM_AMT         Amount of FHA Part B Claim Filed                                     2  No commas (,) or
                                                                                                     dollar signs ($)

FHA_PART_B_CLAIM_PAID_DATE   Date HUD Disbursed Part B Claim Payment                                 MM/DD/YYYY      

FHA_PART_B_CLAIM_PAID_AMT    Amount HUD Paid on Part B Claim                                      2  No commas (,) or
                                                                                                     dollar signs ($)

VA_CLAIM_FILED_DATE          Date VA Claim Was Filed With the Veterans Admin                         MM/DD/YYYY      

VA_CLAIM_PAID_DATE           Date Veterans Admin.  Disbursed VA Claim Payment                        MM/DD/YYYY      

VA_CLAIM_PAID_AMT            Amount Veterans Admin.  Paid on VA Claim                             2  No commas (,) or
                                                                                                     dollar signs ($)

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STANDARD FILE CODES - DELINQUENCY REPORTING                                     

The LOSS MIT TYPE field should show the approved Loss Mitigation Code as        
follows:                                                                        

ASUM - Approved Assumption                                                      
BAP - Borrower Assistance Program                                               
CO - Charge Off                                                                 
DIL - Deed-in-Lieu                                                              
FFA - Formal Forbearance Agreement                                              
MOD - Loan Modification                                                         
PRE - Pre-Sale                                                                  
SS - Short Sale                                                                 
MISC - Anything else approved by the PMI or Pool Insurer                        

NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those   
above, provided that they are consistent with industry standards. If Loss       
Mitigation Types other than those above are used, the Servicer must supply Wells
Fargo Bank with a description of each of the Loss Mitigation Types prior to     
sending the file.                                                               

The OCCUPANT CODE field should show the current status of the property code as  
follows:                                                                        

Mortgagor                                                                       
Tenant                                                                          
Unknown                                                                         
Vacant                                                                          

The PROPERTY CONDITION field should show the last reported condition of the     
property as follows:                                                            

Damaged                                                                         
Excellent                                                                       
Fair                                                                            
Gone                                                                            
Good                                                                            
Poor                                                                            
Special Hazard                                                                  
Unknown                                                                         

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 EXHIBIT M-2

 FORM OF MONTHLY REMITTANCE ADVICE

STANDARD FILE LAYOUT - SCHEDULED/SCHEDULED                          

                                                        [Enlarge/Download Table]

COLUMN NAME                              DESCRIPTION                         DECIMAL       FORMAT COMMENT             
-----------                              -----------                         -------       --------------             
                                                                                                                      
LOAN_NBR           Loan Number assigned by investor                                   Text up to 10 digits            

SERVICER LOAN_NBR  Servicer Loan Number                                               Text up to 10 digits            

SCHED_PMT_AMT      P&I constant                                                 2     No commas(,) or dollar signs ($)

NOTE_INT_RATE      Gross Interest Rate                                          4     Max length of 6                 

NET_RATE           Gross Interest Rate less the Service Fee Rate                4     Max length of 6                 

SERV_FEE_RATE      Service Fee Rate                                             4     Max length of 6                 

ARM_INDEX_RATE     ARM loan's index Rate used                                   4     Max length of 6                 

ACTL_BEG_BAL       Beginning Actual Balance                                     2     No commas(,) or dollar signs ($)

ACTL_END_BAL       Ending Actual Balance                                        2     No commas(,) or dollar signs ($)

NEXT_DUE_DATE      Borrower's next due date                                           MM/DD/YYYY                      

CURT_AMT_1         Curtailment Amount                                           2     No commas(,) or dollar signs ($)

CURT_DATE_1        Due date Curtailment was applied to                                MM/DD/YYYY                      

CURT_ADJ_ AMT_1    Curtailment Interest if applicable                           2     No commas(,) or dollar signs ($)

CURT_AMT_2         Curtailment Amount 2                                         2     No commas(,) or dollar signs ($)

CURT_DATE_2        Due date Curtailment was applied to                                MM/DD/YYYY                      

CURT_ADJ_ AMT2     Curtailment Interest if applicable                           2     No commas(,) or dollar signs ($)

CURT_AMT_3         Curtailment Amount 3                                         2     No commas(,) or dollar signs ($)

CURT_DATE_3        Due date Curtailment was applied to                                MM/DD/YYYY                      

CURT_ADJ_AMT3      Curtailment Interest, if applicable                          2     No commas(,) or dollar signs ($)

SCHED_BEG_BAL      Beginning Scheduled Balance                                  2     No commas(,) or dollar signs ($)

SCHED_END_BAL      Ending Scheduled Balance                                     2     No commas(,) or dollar signs ($)

SCHED_PRIN_AMT     Scheduled Principal portion of P&I                           2     No commas(,) or dollar signs ($)

SCHED_NET_INT      Scheduled Net Interest (less Service Fee) portion of P&I     2     No commas(,) or dollar signs ($)

LIQ_AMT            Liquidation Principal Amt to bring balance to zero           2     No commas(,) or dollar signs ($)

PIF_DATE           Liquidation Date                                                   MM/DD/YYYY                      

ACTION_CODE        Either 60 for liquidation or 65 for Repurchase                     Max length of 2                 

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COLUMN NAME                            DESCRIPTION                           DECIMAL       FORMAT COMMENT             
-----------                            -----------                           -------       --------------             
                                                                                                                      
PRIN_ADJ_AMT            Principal Adjustments made to loan, if applicable       2     No commas(,) or dollar signs ($)

INT_ADJ_AMT             Interest Adjustment made to loan, if applicable         2     No commas(,) or dollar signs ($)

PREPAYMENT PENALTY AMT  Prepayment penalty amount, if applicable                2     No commas(,) or dollar signs ($)

SOILDER_SAILOR ADJ AMT  Soldier and Sailor Adjustment amount, if applicable     2     No commas(,) or dollar signs ($)

NON ADV LOAN AMT        Non Recoverable Loan Amount, if applicable              2     No commas(,) or dollar signs ($)

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 EXHIBIT M-3

FORM OF REALIZED LOSS REPORT

 WELLS FARGO BANK, N.A. - CALCULATION OF REALIZED LOSS/GAIN FORM 332

Prepared by: ___________________                    Date:  _______________
Phone: _________________________  Email Address:_____________________     

Servicer Loan No.            Servicer Name               Servicer Address       

WELLS FARGO BANK, N.A. LOAN NO._____________________________                

Borrower's Name: _________________________________________________________  
Property Address: ________________________________________________________  

  LIQUIDATION TYPE: REO SALE        3rd PARTY SALE        SHORT SALE  CHARGE OFF

WAS THIS LOAN GRANTED A BANKRUPTCY DEFICIENCY OR CRAMDOWN     YES         NO
  If "Yes," provide deficiency or cramdown amount ______________________________

                                                                [Download Table]
                                                                              
LIQUIDATION AND ACQUISITION EXPENSES:                                         

(1) Actual Unpaid Principal Balance of Mortgage Loan    $______________   (1) 
(2) Interest accrued at Net Rate                         ______________   (2) 
(3) Accrued Servicing Fees                               ______________   (3) 
(4) Attorney's Fees                                      ______________   (4) 
(5) Taxes (see page 2)                                   ______________   (5) 
(6) Property Maintenance                                 ______________   (6) 
(7) MI/Hazard Insurance Premiums (see page 2)            ______________   (7) 
(8) Utility Expenses                                     ______________   (8) 
(9) Appraisal/BPO                                        ______________   (9) 
(10) Property Inspections                                ______________   (10)
(11) FC Costs/Other Legal Expenses                       ______________   (11)
(12) Other (itemize)                                     ______________   (12)
     Cash for Keys________________________               ______________   (12)
     HOA/Condo Fees_______________________               ______________   (12)
     _____________________________________               ______________   (12)

           TOTAL EXPENSES                               $______________   (13)

CREDITS:                                                                      

(14) Escrow Balance                                     $______________   (14)
(15) HIP Refund                                          ______________   (15)
(16) Rental Receipts                                     ______________   (16)

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                                                                [Download Table]
                                                                               
(17) Hazard Loss Proceeds                                ______________   (17) 
(18) Primary Mortgage Insurance / Gov't Insurance        ______________   (18a)
 HUD Part A                                                                    
                                                         ______________   (18b)
 HUD Part B                                                                    
(19) Pool Insurance Proceeds                             ______________   (19) 
(20) Proceeds from Sale of Acquired Property             ______________   (20) 
(21) Other (itemize)                                     ______________   (21) 
     _________________________________________           ______________   (21) 

     TOTAL CREDITS                                      $______________   (22) 

TOTAL REALIZED LOSS (OR AMOUNT OF GAIN)                 $______________   (23) 

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ESCROW DISBURSEMENT DETAIL                                                      

                                                                [Download Table]

  TYPE                  PERIOD OF               BASE                      
(TAX /INS.)  DATE PAID  COVERAGE   TOTAL PAID  AMOUNT  PENALTIES  INTEREST
-----------  ---------  ---------  ----------  ------  ---------  --------
                                                                          
-----------  ---------  ---------  ----------  ------  ---------  --------
-----------  ---------  ---------  ----------  ------  ---------  --------
-----------  ---------  ---------  ----------  ------  ---------  --------
-----------  ---------  ---------  ----------  ------  ---------  --------
-----------  ---------  ---------  ----------  ------  ---------  --------
-----------  ---------  ---------  ----------  ------  ---------  --------
-----------  ---------  ---------  ----------  ------  ---------  --------
-----------  ---------  ---------  ----------  ------  ---------  --------

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WELLS FARGO BANK, N.A.
CALCULATION OF REALIZED LOSS/GAIN FORM 332 - INSTRUCTION SHEET

NOTE: DO NOT NET OR COMBINE ITEMS. SHOW ALL EXPENSES INDIVIDUALLY AND ALL       
CREDITS AS SEPARATE LINE ITEMS. CLAIM PACKAGES ARE DUE ON THE REMITTANCE REPORT 
DATE. LATE SUBMISSIONS MAY RESULT IN CLAIMS NOT BEING PASSED UNTIL THE FOLLOWING
MONTH.                                                                          

The numbers on the 332 form correspond with the numbers listed below.           

LIQUIDATION AND ACQUISITION EXPENSES:                                           

1.    The Actual Unpaid Principal Balance of the Mortgage Loan. For             
documentation, an Amortization Schedule from date of default through
    liquidation breaking out the net interest and servicing fees advanced is
required.                                                           

2.    The Total Interest Due less the aggregate amount of servicing fee that    
      would have been earned if all delinquent payments had been made as agreed.
    For documentation, an Amortization Schedule from date of default through
    liquidation breaking out the net interest and servicing fees advanced is
required.                                                           

3.    Accrued Servicing Fees based upon the Scheduled Principal Balance of the  
 Mortgage Loan as calculated on a monthly basis. For documentation, an
   Amortization Schedule from date of default through liquidation breaking
out the net interest and servicing fees advanced is required.       

4-12. Complete as applicable. Required documentation:                           

      * For interest advances - an amortization schedule (evidencing calculation
of interest advances)                                               

   * For taxes and insurance advances - see page 2 of 332 form - breakdown
required showing period                                             

of coverage, base tax, interest, penalty. Advances prior to default 
require evidence of servicer efforts to recover advances.           

* For escrow advances - complete payment history                    

(to calculate advances from last positive escrow balance forward)   

* Other expenses - copies of corporate advance history showing all  
payments                                                            

* REO repairs > $1500 require explanation                           

* REO repairs >$3000 require evidence of at least 2 bids.           

* Short Sale or Charge Off require P&L supporting the decision      

* Unusual or extraordinary items may require further documentation. 

13.   The total of lines 1 through 12.                                          

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CREDITS:                                                                        

14-21. Complete as applicable. Required documentation:                          

* Copy of the HUD 1 from the REO sale. If a 3rd Party Sale, copy of 
attorney letter of Foreclosure proceeds.                            

* Copy of EOB for any MI or gov't guarantee                         

* All other credits need to be clearly defined on the 332 form      

22.   The total of lines 14 through 21.                                         

Please Note: For HUD/VA loans, use line (18a) for Part A/Initial proceeds and   
line (18b) for Part B/Supplemental proceeds.          

TOTAL REALIZED LOSS (OR AMOUNT OF ANY GAIN)                                     

23.   The total derived from subtracting line 22 from 13. If the amount         
represents a realized gain, show the amount in parenthesis ( ).     

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 EXHIBIT N-1

FORM OF CLASS A-1 CAP CONTRACT

 [Intentionally Omitted]

N-1 

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 EXHIBIT N-2

FORM OF CLASS A-2 CAP CONTRACT

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N-2 

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FORM OF CLASS A-3/CLASS M CAP CONTRACT

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N-3 

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EXHIBIT N-4 

FORM OF CLASS B CAP CONTRACT

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N-4 

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 EXHIBIT O-1

 ONE-MONTH LIBOR CAP TABLE - CLASS A-1

                                                                [Download Table]

                                              1ML STRIKE               
        BEGINNING    ENDING      NOTIONAL    LOWER COLLAR  UPPER COLLAR
PERIOD   ACCRUAL     ACCRUAL     BALANCE($)     (%)(1)         (%)     
------  ----------  ----------  -----------  ------------  ------------
                                                                       
  1     10/28/2005  11/25/2005  285,517,000     6.715          9.750   
  2     11/25/2005  12/25/2005  282,209,566     6.250          9.750   
  3     12/25/2005  1/25/2006   278,047,817     6.041          9.750   
  4     1/25/2006   2/25/2006   273,034,505     6.041          9.750   
  5     2/25/2006   3/25/2006   267,182,115     6.715          9.750   
  6     3/25/2006   4/25/2006   260,502,042     6.041          9.750   
  7     4/25/2006   5/25/2006   253,018,333     6.251          9.750   
  8     5/25/2006   6/25/2006   244,754,671     6.041          9.750   
  9     6/25/2006   7/25/2006   235,789,826     6.251          9.750   
  10    7/25/2006   8/25/2006   226,162,170     6.042          9.750   
  11    8/25/2006   9/25/2006   216,812,838     6.042          9.750   
  12    9/25/2006   10/25/2006  207,735,383     6.252          9.750   
  13    10/25/2006  11/25/2006  198,921,870     6.042          9.750   
  14    11/25/2006  12/25/2006  190,364,598     6.253          9.750   
  15    12/25/2006  1/25/2007   182,056,089     6.043          9.750   
  16    1/25/2007   2/25/2007   173,989,087     6.043          9.750   
  17    2/25/2007   3/25/2007   166,156,545     6.718          9.750   
  18    3/25/2007   4/25/2007   158,551,625     6.044          9.750   
  19    4/25/2007   5/25/2007   151,167,686     6.254          9.750   
  20    5/25/2007   6/25/2007   143,960,197     6.045          9.750   
  21    6/25/2007   7/25/2007   130,997,321     6.256          9.750   
  22    7/25/2007   8/25/2007   118,742,319     8.134          9.750   
  23    8/25/2007   9/25/2007   107,187,684     8.130          9.750   
  24    9/25/2007   10/25/2007  96,272,019      8.404          9.750   
  25    10/25/2007  11/25/2007  85,981,763      8.120          9.750   
  26    11/25/2007  12/25/2007  79,729,492      8.397          9.750   
  27    12/25/2007  1/25/2008   73,700,590      8.116          9.750   
  28    1/25/2008   2/25/2008   67,880,582      8.800          9.750   
  29    2/25/2008   3/25/2008   62,266,092      9.421          9.750   
  30    3/25/2008   4/25/2008   56,845,887      8.794          9.750   
  31    4/25/2008   5/25/2008   51,613,179      9.092          9.750   
  32    5/25/2008   6/25/2008   46,561,421      8.787          9.750   
  33    6/25/2008   7/25/2008   41,684,294      9.099          9.750   

------------------                                                              
(1)   With respect to any Distribution Date, if One-Month LIBOR (as determined  
  by the Cap Contract Counterparty and subject to a cap equal to 9.750%)
      exceeds the Lower Collar, the Trust Fund will receive payments pursuant to
the Class A-1 Cap Contract.                                         

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 EXHIBIT O-2

 ONE-MONTH LIBOR CAP TABLE - CLASS A-2

                                                                [Download Table]

        BEGINNING    ENDING      NOTIONAL    LOWER COLLAR  UPPER COLLAR
PERIOD   ACCRUAL     ACCRUAL     BALANCE($)     (%)(1)         (%)     
------  ----------  ----------  -----------  ------------  ------------
                                                                       
   1    10/28/2005  11/25/2005  360,616,000     6.232          9.770   
   2    11/25/2005  12/25/2005  356,476,852     5.801          9.770   
   3    12/25/2005  1/25/2006   351,247,207     5.606          9.770   
   4    1/25/2006   2/25/2006   344,929,981     5.606          9.770   
   5    2/25/2006   3/25/2006   337,540,635     6.232          9.770   
   6    3/25/2006   4/25/2006   329,093,275     5.606          9.770   
   7    4/25/2006   5/25/2006   319,618,237     5.801          9.770   
   8    5/25/2006   6/25/2006   309,157,230     5.606          9.770   
   9    6/25/2006   7/25/2006   297,760,451     5.801          9.770   
   10   7/25/2006   8/25/2006   285,498,404     5.606          9.770   
   11   8/25/2006   9/25/2006   273,594,758     5.606          9.770   
   12   9/25/2006   10/25/2006  262,039,027     5.801          9.770   
   13   10/25/2006  11/25/2006  250,821,030     5.607          9.770   
   14   11/25/2006  12/25/2006  239,930,886     5.801          9.770   
   15   12/25/2006  1/25/2007   229,359,001     5.607          9.770   
   16   1/25/2007   2/25/2007   219,096,064     5.607          9.770   
   17   2/25/2007   3/25/2007   209,133,035     6.232          9.770   
   18   3/25/2007   4/25/2007   199,461,141     5.607          9.770   
   19   4/25/2007   5/25/2007   190,071,863     5.801          9.770   
   20   5/25/2007   6/25/2007   180,777,919     5.607          9.770   
   21   6/25/2007   7/25/2007   163,985,718     5.802          9.770   
   22   7/25/2007   8/25/2007   148,132,580     8.077          9.770   
   23   8/25/2007   9/25/2007   133,176,017     8.075          9.770   
   24   9/25/2007   10/25/2007  119,054,971     8.349          9.770   
   25   10/25/2007  11/25/2007  105,826,469     8.069          9.770   
   26   11/25/2007  12/25/2007  97,861,890      8.345          9.770   
   27   12/25/2007  1/25/2008   90,176,618      8.067          9.770   
   28   1/25/2008   2/25/2008   82,760,831      8.885          9.770   
   29   2/25/2008   3/25/2008   75,606,966      9.513          9.770   
   30   3/25/2008   4/25/2008   68,703,837      8.883          9.770   
   31   4/25/2008   5/25/2008   62,042,629      9.185          9.770   
   32   5/25/2008   6/25/2008   55,614,837      8.880          9.770   
   33   6/25/2008   7/25/2008   49,412,256      9.220          9.770   

-------------------                                                             
(1)   With respect to any Distribution Date, if One-Month LIBOR (as determined  
  by the Cap Contract Counterparty and subject to a cap equal to 9.770%)
      exceeds the Lower Collar, the Trust Fund will receive payments pursuant to
the Class A-2 Cap Contract.                                         

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 EXHIBIT O-3

ONE-MONTH LIBOR CAP TABLE - CLASS A-3/CLASS M CAP CONTRACT

                                                                [Download Table]

        BEGINNING    ENDING      NOTIONAL    LOWER COLLAR  UPPER COLLAR
PERIOD   ACCRUAL     ACCRUAL     BALANCE($)     (%)(1)         (%)     
------  ----------  ----------  -----------  ------------  ------------
                                                                       
  1     10/28/2005  11/25/2005  187,388,000     6.054         9.370    
  2     11/25/2005  12/25/2005  187,388,000     5.608         9.370    
  3     12/25/2005  1/25/2006   187,388,000     5.407         9.370    
  4     1/25/2006   2/25/2006   187,388,000     5.407         9.370    
  5     2/25/2006   3/25/2006   187,388,000     6.054         9.370    
  6     3/25/2006   4/25/2006   187,388,000     5.407         9.370    
  7     4/25/2006   5/25/2006   187,388,000     5.608         9.370    
  8     5/25/2006   6/25/2006   187,388,000     5.407         9.370    
  9     6/25/2006   7/25/2006   187,388,000     5.609         9.370    
  10    7/25/2006   8/25/2006   187,388,000     5.408         9.370    
  11    8/25/2006   9/25/2006   187,388,000     5.408         9.370    
  12    9/25/2006   10/25/2006  187,388,000     5.609         9.370    
  13    10/25/2006  11/25/2006  187,388,000     5.408         9.370    
  14    11/25/2006  12/25/2006  187,388,000     5.609         9.370    
  15    12/25/2006  1/25/2007   187,388,000     5.408         9.370    
  16    1/25/2007   2/25/2007   187,388,000     5.409         9.370    
  17    2/25/2007   3/25/2007   187,388,000     6.056         9.370    
  18    3/25/2007   4/25/2007   187,388,000     5.409         9.370    
  19    4/25/2007   5/25/2007   187,388,000     5.610         9.370    
  20    5/25/2007   6/25/2007   187,388,000     5.409         9.370    
  21    6/25/2007   7/25/2007   187,388,000     5.611         9.370    
  22    7/25/2007   8/25/2007   187,388,000     7.711         9.370    
  23    8/25/2007   9/25/2007   187,388,000     7.708         9.370    
  24    9/25/2007   10/25/2007  187,388,000     7.982         9.370    
  25    10/25/2007  11/25/2007  187,388,000     7.700         9.370    
  26    11/25/2007  12/25/2007  187,388,000     7.977         9.370    
  27    12/25/2007  1/25/2008   187,388,000     7.698         9.370    
  28    1/25/2008   2/25/2008   187,388,000     8.457         9.370    
  29    2/25/2008   3/25/2008   187,388,000     9.081         9.370    
  30    3/25/2008   4/25/2008   187,388,000     8.452         9.370    
  31    4/25/2008   5/25/2008   187,388,000     8.753         9.370    
  32    5/25/2008   6/25/2008   187,388,000     8.448         9.370    
  33    6/25/2008   7/25/2008   187,388,000     8.775         9.370    

--------------------                                                            
(1)   With respect to any Distribution Date, if One-Month LIBOR (as determined  
  by the Cap Contract Counterparty and subject to a cap equal to 9.370%)
      exceeds the Lower Collar, the Trust Fund will receive payments pursuant to
the Class A-3/Class M Cap Contract.                                 

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 EXHIBIT O-4

ONE-MONTH LIBOR CAP TABLE - CLASS B CAP CONTRACT

                                                                [Download Table]

        BEGINNING    ENDING      NOTIONAL    LOWER COLLAR  UPPER COLLAR
PERIOD   ACCRUAL     ACCRUAL     BALANCE($)     (%)(1)         (%)     
------  ----------  ----------  -----------  ------------  ------------
                                                                       
  1     10/28/2005  11/25/2005  13,850,000       4.724        8.040    
  2     11/25/2005  12/25/2005  13,850,000       4.278        8.040    
  3     12/25/2005  1/25/2006   13,850,000       4.077        8.040    
  4     1/25/2006   2/25/2006   13,850,000       4.077        8.040    
  5     2/25/2006   3/25/2006   13,850,000       4.724        8.040    
  6     3/25/2006   4/25/2006   13,850,000       4.077        8.040    
  7     4/25/2006   5/25/2006   13,850,000       4.278        8.040    
  8     5/25/2006   6/25/2006   13,850,000       4.077        8.040    
  9     6/25/2006   7/25/2006   13,850,000       4.279        8.040    
  10    7/25/2006   8/25/2006   13,850,000       4.078        8.040    
  11    8/25/2006   9/25/2006   13,850,000       4.078        8.040    
  12    9/25/2006   10/25/2006  13,850,000       4.279        8.040    
  13    10/25/2006  11/25/2006  13,850,000       4.078        8.040    
  14    11/25/2006  12/25/2006  13,850,000       4.279        8.040    
  15    12/25/2006  1/25/2007   13,850,000       4.078        8.040    
  16    1/25/2007   2/25/2007   13,850,000       4.079        8.040    
  17    2/25/2007   3/25/2007   13,850,000       4.726        8.040    
  18    3/25/2007   4/25/2007   13,850,000       4.079        8.040    
  19    4/25/2007   5/25/2007   13,850,000       4.280        8.040    
  20    5/25/2007   6/25/2007   13,850,000       4.079        8.040    
  21    6/25/2007   7/25/2007   13,850,000       4.281        8.040    
  22    7/25/2007   8/25/2007   13,850,000       6.381        8.040    
  23    8/25/2007   9/25/2007   13,850,000       6.378        8.040    
  24    9/25/2007   10/25/2007  13,850,000       6.652        8.040    
  25    10/25/2007  11/25/2007  13,850,000       6.370        8.040    
  26    11/25/2007  12/25/2007  13,850,000       6.647        8.040    
  27    12/25/2007  1/25/2008   13,850,000       6.368        8.040    
  28    1/25/2008   2/25/2008   13,850,000       7.127        8.040    
  29    2/25/2008   3/25/2008   13,850,000       7.751        8.040    
  30    3/25/2008   4/25/2008   13,850,000       7.122        8.040    
  31    4/25/2008   5/25/2008   13,850,000       7.423        8.040    
  32    5/25/2008   6/25/2008   13,850,000       7.118        8.040    
  33    6/25/2008   7/25/2008   13,850,000       7.445        8.040    

------------------                                                              
(1)   With respect to any Distribution Date, if One-Month LIBOR (as determined  
  by the Cap Contract Counterparty and subject to a cap equal to 8.040%)
      exceeds the Lower Collar, the Trust Fund will receive payments pursuant to
the Class B Cap Contract.                                           

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 EXHIBIT P

 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"), the Master Servicer, the Securities Administrator
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.

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.                                                                    

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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.                                                                 

WITNESS my hand and official seal.                                              
(SEAL)                                                              

                                       _________________________________________
                                                                   Notary Public
                                  My Commission Expires ________________________

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EXHIBIT Q 
FORM OF TRANSFEROR REPRESENTATION LETTER
FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE 
FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE 
CERTIFICATE 

[DATE]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045                                                        
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-4  

RE:   Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates,       
Series 2005-4                                                       

Ladies and Gentlemen:                                                           

        In connection with our disposition of the Class ___ Certificates
which are held in the form of Definitive Certificates or in the form of a       
beneficial interest in a Rule 144A Book-Entry Certificate, and to effect the    
transfer pursuant to Regulation S under the Securities Act of 1933, as amended  
("Regulation S") of the above Certificates in exchange for an equivalent        
beneficial interest in a Regulation S Book-Entry Certificate, we hereby certify 
that such transfer has been effected in accordance with (i) the transfer        
restrictions set forth in the Pooling and Servicing Agreement, dated as of      
October 1, 2005, among Merrill Lynch Mortgage Investors, Inc., as depositor,    
HSBC Bank USA, National Association, as trustee, Wells Fargo Bank, N.A., as     
master servicer and securities administrator and Wilshire Credit Corporation, as
servicer and in the Certificates and (ii) in accordance with Regulation S, and  
that:                                                                           

        a. the offer of the Certificates was not made to a person in the
United States;                                                                  

       b. at the time the buy order was originated, the transferee was
outside the United States or we and any person acting on our behalf reasonably  
believed that the transferee was outside the United States;                     

         c. no directed selling efforts have been made in contravention of
the requirements of Rule 903 or 904 of Regulation S, as applicable;             

       d. the transaction is not part of a plan or scheme to evade the
registration requirements of the United States Securities Act of 1933, as       
amended; and                                                                    

            e. the transferee is not a U.S. Person (as defined by Regulation S).

     You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in   
any administrative or legal Proceedings or official inquiry with respect to the 
matters covered hereby. Terms used in this certificate have the meanings set    
forth in Regulation S.                                                          

 Very truly yours,

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                                     _____________________________________
                        Print Name of Transferor

                                     By:__________________________________
                  Authorized Officer

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EXHIBIT R 
FORM OF TRANSFEROR REPRESENTATION LETTER
FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF 
A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE 

[DATE]

Wells Fargo Bank, N.A.                                                          
9062 Old Annapolis Road                                                         
Columbia, Maryland 21045                                                        
Attention: Corporate Trust Services - Ownit Mortgage Loan Trust, Series 2005-4  

RE:     Ownit Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates,     
Series 2005-4                                                   

Ladies and Gentlemen:                                                           

        In connection with our disposition of the Class __ Certificates,
which are held in the form of Definitive Certificates or in the form of a       
beneficial interest in a Regulation S Book-Entry Certificate, and to effect the 
transfer pursuant to Rule 144A under the Securities Act of 1933, as amended     
("Rule 144A") of the above Certificates in exchange for an equivalent beneficial
interest in a Rule 144A Book-Entry Certificate or a Definitive Note, we hereby  
certify that such Certificates are being transferred in accordance with (i) the 
transfer restrictions set forth in the Pooling and Servicing Agreement, dated as
of October 1, 2005, among Merrill Lynch Mortgage Investors, Inc., as depositor, 
HSBC Bank USA, National Association, as trustee, Wells Fargo Bank, N.A., as     
securities administrator and as master servicer and Wilshire Credit Corporation,
as servicer and in the Certificates and (ii) Rule 144A under the Securities Act 
of 1933, as amended, to a transferee that we reasonably believe is purchasing   
the Certificates for its own account or an account with respect to which the    
transferee exercises sole investment discretion, the transferee and any such    
account is a "qualified institutional buyer" within the meaning of Rule 144A, in
a transaction meeting the requirements of Rule 144A and in accordance with any  
applicable securities laws of any state of the United States or any other       
jurisdiction.                                                                   

     You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in   
any administrative or legal Proceedings or official inquiry with respect to the 
matters covered hereby.                                                         

                 Very truly yours,

                                       _______________________________________
                        Print Name of Transferor

                                       By:____________________________________
                  Authorized Officer

R-1 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		11/14/05
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		4/1/05		54		57
		1/1/05		59
		11/7/04		59
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		11/27/03		59
		8/20/96		163		167
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