AMENDMENT NO. 4 TO THE MASTER MORTGAGE LOAN PURCHASE AGREEMENT DATED AS OF APRIL 1, 1998 BETWEEN RWT HOLDINGS, INC. AND MERRILL LYNCH CREDIT CORPORATION

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AMENDMENT NO. 4

TO THE MASTER MORTGAGE LOAN PURCHASE AGREEMENT

DATED AS OF APRIL 1, 1998

BETWEEN

RWT HOLDINGS, INC.

AND

MERRILL LYNCH CREDIT CORPORATION

This Amendment to the Master Mortgage Loan Purchase Agreement, dated as

of April 1, 1998 (the "Original Purchase Agreement") between RWT Holdings, Inc.

("Purchaser") and Merrill Lynch Credit Corporation ("Seller"), is made this 29th

day of July, 2003.

WHEREAS, Purchaser and Seller entered into the Original Purchase

Agreement for the purposes of establishing between them certain rights and

responsibilities as to the sale of certain residential mortgage loans (the

"Mortgage Loans") from time to time; and

WHEREAS, Purchaser and Seller entered into an amendment to the Original

Purchase Agreement dated as of December 14, 1999 (the "Amendment No. 1"); and

WHEREAS, Purchaser and Seller entered into a second amendment to the

Original Purchase Agreement dated as of September 1, 2002 (the "Amendment No.

2"); and

WHEREAS, Purchaser and Seller entered into a third amendment to the

Original Purchase Agreement dated as of June 26, 2003 (the "Amendment No. 3,"

and together with the Original Purchase Agreement, Amendment No. 1 and Amendment

No. 2, the "Master Purchase Agreement"); and

WHEREAS, Purchaser and Seller wish to further amend the Master Purchase

Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, Purchaser and Seller agree as

follows:

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The Master Purchase Agreement between Purchaser and Seller is hereby

amended as follows:

1. Section 7 is modified by adding the following paragraphs:

However, from and after the Closing Date (as defined in the

Trust Agreement dated July 1, 2003, by and between Merrill Lynch

Mortgage Investors, Inc. and Wells Fargo Bank Minnesota, National

Association (the "Trust Agreement")), solely in connection with the

MLCC 2003-D transaction, Purchaser and Seller hereby agree that each

Mortgage Loan purchased on such Closing Date under the Master Purchase

Agreement by Purchaser (the "MLCC 2003-D Loans"), will be serviced and

administered not by Seller but by Cendant Mortgage Corporation

("Cendant") pursuant to the terms of the Mortgage Loan Flow Purchase,

Sale & Servicing Agreement, dated as of August 1, 2002, between

Purchaser and Cendant, as amended or modified to the date hereof (the

"Flow Purchase and Servicing Agreement") and the Additional Collateral

Servicing Agreement, dated as of August 1, 2002, between Purchaser and

Cendant, as amended or modified to the date hereof (the "Additional

Collateral Servicing Agreement," and together with the Flow Purchase

and Servicing Agreement, the "Cendant Agreements"). Capitalized terms

used but not defined herein shall have the meanings ascribed to them in

the Trust Agreement.

From and after the date hereof (i) the Seller and Cendant

shall recognize Purchaser as the owner of the MLCC 2003-D Mortgage

Loans and (ii) Cendant will administer and service the MLCC 2003-D

Mortgage Loans in accordance with the Cendant Agreements as if the MLCC

2003-D Mortgage Loans had been sold to the Purchaser by Cendant

pursuant to the Cendant Agreements. It is the intention of the

Purchaser, the Seller and Cendant that to the extent of the MLCC 2003-D

Mortgage Loans purchased under the Master Purchase Agreement in

connection with the MLCC 2003-D transaction and serviced pursuant to

the Cendant Agreements, the Cendant Agreements shall be binding upon

and for the benefit of the respective successors and assigns of the

parties hereto; provided, however, that, with respect to the Additional

Collateral Mortgage Loans:

(i) Seller, at its own cost and expense, shall administer

the Additional Collateral and the Control Agreement for the benefit of

Purchaser (i) in a prudent and non-negligent manner and in accordance

with the procedures it employs to administer Securities Accounts for

its own benefit (as the same may be amended from time to time); (ii) in

accordance with the terms of the related Pledge Agreements, the

applicable Mortgage Loan Documents and this Agreement; and (iii) in

accordance with applicable law;

(ii) Seller shall be released from its obligations to

administer the Additional Collateral, upon termination of the related

Pledge Agreement. Purchaser Acknowledges that it shall no longer be

afforded coverage under the terms and provisions of the Surety Bond as

to any particular Additional Collateral

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Mortgage Loan at such time as Seller's obligation to administer such

Additional Collateral Mortgage Loan terminates pursuant to the terms of

the related Pledge Agreement;

(iii) Seller may, without the consent of Purchaser, amend

or modify a Mortgage 100(sm) Pledge Agreement or a Parent Power(R)

Agreement in any nonmaterial respect to reflect administrative or

account changes; and

(iv) When a "Loss," as defined in the related Pledge

Agreement, is determined, the "cash collateral" necessary to satisfy

the Loss up to the Maximum Amount (as defined in the Pledge Agreement)

shall be sent to Cendant to apply in accordance with the Mortgage Loan

Documents and held in accordance with the Cendant Agreements.

2. With respect to the MLCC 2003-D Mortgage Loans only, Section

5(b) is hereby deleted in its entirety and replaced by the following:

Seller hereby makes the representations and warranties to

Purchaser, as to each MLCC 2003-D Mortgage Loan, set forth in Exhibit I

hereto, as of the Closing Date or such other date as may be referred to

therein.

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IN WITNESS WHEREOF, Merrill Lynch Credit Corporation and RWT Holdings,

Inc. have caused this Amendment No. 4 to the Master Purchase Agreement to be

executed by their respective officers thereunto duly authorized this 29th day of

July, 2003.

RWT HOLDINGS, INC.

By:_________________________________________

Name:_______________________________________

Title:______________________________________

MERRILL LYNCH CREDIT CORPORATION

By:_________________________________________

Name:_______________________________________

Title:______________________________________

The foregoing Agreement

is hereby confirmed and accepted by:

CENDANT MORTGAGE CORPORATION

By:___________________________________________

Name:

Title:

Address:

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EXHIBIT I

MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES

OF THE SELLER

The Seller hereby represents and warrants to the Purchaser, as to each

Mortgage Loan, as of the Closing Date as follows:

(a) The information set forth in the Mortgage Loan Schedule is true and

correct in all material respects as of the Cut-off Date;

(b) As of the related Closing Date, the Mortgage Loan is not delinquent

in payment more than 30 days and the Mortgage Loan has not been dishonored;

there are no material defaults under the terms of the Mortgage Loan; the Seller

has not advanced funds, or induced, solicited or knowingly received any advance

of funds from a party other than the owner of the Mortgaged Property subject to

the Mortgage, directly or indirectly, for the payment of any amount required by

the Mortgage Loan;

(c) To the best of the Seller's knowledge, with respect to those

Mortgage Loans as to which the Mortgagors are required to deposit funds into an

escrow account for payment of taxes, assessments, insurance premiums and similar

items as they become due, there are no delinquent taxes, ground rents, water

charges, sewer rents, assessments or other outstanding charges which constitute

a lien on the related Mortgaged Property, and all escrow deposits have been

collected, are under the control of the Servicer, and have been applied to the

payment of such items in a timely fashion, in accordance with such Mortgage. No

escrow deposits or escrow payments or other charges or payments due the Servicer

have been capitalized under the related Mortgage or Mortgage Note. With respect

to those Mortgage Loans for which escrow deposits are not required, to the best

of the Seller's knowledge, there are no delinquent taxes or other outstanding

charges affecting the related Mortgaged Property which constitute a lien on the

related Mortgaged Property;

(d) The terms of the Mortgage Note and the Mortgage have not been

impaired, waived, altered or modified in any respect, except by written

instruments contained in the Mortgage File, approved, if necessary, by the

insurer under any Primary Mortgage Insurance Policy and recorded in all places

necessary to maintain the first priority of the lien, the substance of which

waiver, alteration or modification is reflected on the Mortgage Loan Schedule.

No Mortgagor has been released, in whole or in part, except in connection with

an assumption agreement which assumption agreement is part of the Mortgage File

and the terms of which are reflected in the Mortgage Loan Schedule;

(e) Neither the Mortgage Note nor the Mortgage is subject to any right

of rescission, set-off, counterclaim or defense, including the defense of usury,

nor will the operation of any of the terms of the Mortgage Note and the

Mortgage, or the exercise of any right thereunder, render the Mortgage

unenforceable, in whole or in part, or subject to any right of rescission,

set-off, counterclaim or defense, including the defense of usury

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and to the best of the Seller's knowledge, no such right of rescission, set-off,

counterclaim or defense has been asserted by any Person with respect thereto;

(f) All buildings upon the Mortgaged Property are required to be

insured by a generally acceptable insurer against loss by fire, hazards of

extended coverage and such other hazards as are customarily included in extended

coverage in the area where the Mortgaged Property is located, pursuant to

standard hazard insurance policies in an amount which is equal to the lesser of

(A) the replacement cost of the improvements securing such Mortgage Loan or (B)

the principal balance owing on such Mortgage Loan. To the best knowledge of the

Seller, all such standard hazard policies are in effect. On the date of

origination, such standard hazard policies contained a standard mortgagee clause

naming the Seller or the originator of the Mortgage Loan and their respective

successors in interest as mortgagee and, to the best knowledge of the Seller,

such clause is still in effect and, to the best of the Seller's knowledge, all

premiums due thereon have been paid. If the Mortgaged Property is located in an

area identified by the Federal Emergency Management Agency as having special

flood hazards under the National Flood Insurance Act of 1994, as amended, such

Mortgaged Property is cover