AMENDMENT NO. 6 TO THE MASTER MORTGAGE LOAN PURCHASE AGREEMENT

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AMENDMENT NO. 6

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 25th

day of September, 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

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

Original Purchase Agreement dated as of July 29, 2003 (the "Amendment No. 4");

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

Original Purchase Agreement dated as of August 28, 2003 (the "Amendment No. 5,"

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

No. 2, Amendment No. 3 and Amendment No. 4, the "Master Purchase Agreement");

and

WHEREAS, in connection with the issuance and sale of the Merrill Lynch

Mortgage Investors Trust Series MLCC 2003-F Mortgage Pass-Through Certificates

(the "MLCC 2003-F Transaction"), the Purchaser and Seller wish to further amend

the Master Purchase Agreement.

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

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

follows:

The Master Purchase Agreement between Purchaser and Seller is hereby

amended as follows:

1. Solely in connection with the MLCC 2003-F Transaction, the

definition of "Additional Collateral" is amended to read:

"'Additional Collateral': (i) With respect to any Mortgage

100(sm) Loan purchased under the Master Purchase Agreement, or the

Master Mortgage Loan Purchase Agreement dated as of September 1, 2003

between Merrill Lynch Bank & Trust Co. and Purchaser (the "Merrill

Lynch Bank & Trust Master Purchase Agreement") in connection with the

MLCC 2003-F Transaction, the marketable securities subject to a

security interest pursuant to the related Mortgage 100(sm) Pledge

Agreement, or (ii) with respect to any Parent Power(R) Mortgage Loan

purchased under the Master Purchase Agreement, or the Merrill Lynch

Bank & Trust Master Purchase Agreement in connection with the MLCC

2003-F Transaction, the related Parent Power(R) Agreement."

2. Solely in connection with the MLCC 2003-F Transaction, the

definition of "Additional Collateral Mortgage Loan" is amended to read:

"'Additional Collateral Mortgage Loan': Each Mortgage Loan

purchased under the Master Purchase Agreement, or the Merrill Lynch

Bank & Trust Master Purchase Agreement in connection with the MLCC

2003-F Transaction, that is either a Mortgage 100(sm) Loan or Parent

Power(R) Mortgage Loan as to which the Additional Collateral is still

required to be provided. "

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

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

Trust Agreement dated September 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-F 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-F Mortgage 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

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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-F Mortgage

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

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

2003-F 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-F

Mortgage Loans purchased under the Master Purchase Agreement in

connection with the MLCC 2003-F 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 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.

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4. With respect to the MLCC 2003-F 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-F 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. 6 to the Master Purchase Agreement to be

executed by their respective officers thereunto duly authorized this 25th day of

September, 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:

The foregoing Agreement

is hereby confirmed and accepted by:

MERRILL LYNCH BANK & TRUST CO.

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 assumptio