POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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MERRILL LYNCH MORTGAGE INVESTORS, INC. | WACHOVIA BANK, NATIONAL ASSOCIATION | WELLS FARGO BANK, N.A.

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 9/15/2005

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Depositor

WACHOVIA BANK, NATIONAL ASSOCIATION

Trustee

and

WELLS FARGO BANK, N.A.

Master Servicer and Securities Administrator

______________________________________

POOLING AND SERVICING AGREEMENT

DATED AS OF AUGUST 1, 2005

______________________________________

MERRILL LYNCH MORTGAGE INVESTORS TRUST,

MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-A6

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

SECTION 2.01

Conveyance of Mortgage Loans.

SECTION 2.02

Acceptance of Mortgage Loans by Trustee.

SECTION 2.03

Assignment of Interest in the Mortgage Loan Purchase Agreement.

SECTION 2.04

Substitution of Mortgage Loans

SECTION 2.05

Issuance of Certificates.

SECTION 2.06

Representations and Warranties Concerning the Depositor

SECTION 2.07

Representations and Warranties Concerning the Master Servicer

SECTION 2.08

REMIC Elections.

ARTICLE III

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

SECTION 3.01

Master Servicer

SECTION 3.02

REMIC-Related Covenants

SECTION 3.03

Monitoring of Servicer

SECTION 3.04

Fidelity Bond

SECTION 3.05

Power to Act; Procedures

SECTION 3.06

Due-on-Sale Clauses; Assumption Agreements

SECTION 3.07

Release of Mortgage Files

SECTION 3.08

Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.

SECTION 3.09

Standard Hazard Insurance and Flood Insurance Policies.

SECTION 3.10

Presentment of Claims and Collection of Proceeds.

SECTION 3.11

Maintenance of the Primary Mortgage Insurance Policies.

SECTION 3.12

Trustee to Retain Possession of Certain Insurance Policies and Documents.

SECTION 3.13

Realization Upon Defaulted Mortgage Loans

SECTION 3.14

Compensation for the Master Servicer.

SECTION 3.15

REO Property.

SECTION 3.16

Annual Officer’s Certificate as to Compliance.

SECTION 3.17

Annual Independent Accountant’s Servicing Report

SECTION 3.18

Reports Filed with Securities and Exchange Commission.

SECTION 3.19

Rights of the NIMs Insurer.

ARTICLE IV

DISTRIBUTIONS

SECTION 4.01

Protected Accounts

SECTION 4.02

Master Servicer Collection Account.

SECTION 4.03

Permitted Withdrawals and Transfers from the Master Servicer Collection Account.

SECTION 4.04

Distribution Account

SECTION 4.05

Permitted Withdrawals and Transfers from the Distribution Account.

SECTION 4.06

Distributions on the REMIC Interests.

SECTION 4.07

Distributions.

SECTION 4.08

Payments

SECTION 4.09

Statements to Certificateholders

SECTION 4.10

Monthly Advances

SECTION 4.11

Compensating Interest Payments

ARTICLE V

THE CERTIFICATES

SECTION 5.01

The Certificates.

SECTION 5.02

Certificate Register; Registration of Transfer and Exchange of Certificates.

SECTION 5.03

Mutilated, Destroyed, Lost or Stolen Certificates.

SECTION 5.04

Persons Deemed Owners.

SECTION 5.05

Access to List of Certificateholders’ Names and Addresses.

SECTION 5.06

Book-Entry Certificates.

SECTION 5.07

Notices to Depository.

SECTION 5.08

Definitive Certificates.

SECTION 5.09

Maintenance of Office or Agency.

ARTICLE VI

THE MASTER SERVICER AND THE DEPOSITOR

SECTION 6.01

Liabilities of the Master Servicer.

SECTION 6.02

Merger or Consolidation of the Master Servicer.

SECTION 6.03

Indemnification from the Master Servicer and the Depositor

SECTION 6.04

Limitations on Liability of the Master Servicer and Others

SECTION 6.05

Master Servicer Not to Resign

SECTION 6.06

Successor Master Servicer

SECTION 6.07

Sale and Assignment of Master Servicing

ARTICLE VII

DEFAULT

SECTION 7.01

Events of Default

SECTION 7.02

Trustee to Act; Appointment of Successor succession.

SECTION 7.03

Notification to Certificateholders Agencies.

SECTION 7.04

Waiver of Defaults Agencies.

SECTION 7.05

List of Certificateholders Trustee.

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

SECTION 8.01

Duties of Trustee

SECTION 8.02

Certain Matters Affecting the Trustee and the Securities Administrator

SECTION 8.03

Trustee and Securities Administrator Not Liable for Certificates or Mortgage Loans

SECTION 8.04

Trustee and Securities Administrator May Own Certificates

SECTION 8.05

Trustee’s and Securities Administrator’s Fees and Expenses

SECTION 8.06

Eligibility Requirements for Trustee and Securities Administrator

SECTION 8.07

Insurance

SECTION 8.08

Resignation and Removal of the Trustee and Securities Administrator Servicer.

SECTION 8.09

Successor Trustee and Successor Securities Administrator

SECTION 8.10

Merger or Consolidation of Trustee or Securities Administrator

SECTION 8.11

Appointment of Co-Trustee or Separate Trustee

SECTION 8.12

Federal Information Returns and Reports to Certificateholders; REMIC Administration.

ARTICLE IX

TERMINATION

SECTION 9.01

Termination upon Liquidation or Repurchase of all Mortgage Loans.

SECTION 9.02

Final Distribution on the Certificates.

SECTION 9.03

Additional Termination Requirements.

ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.01

Intent of Parties

SECTION 10.02

Amendment

SECTION 10.03

Recordation of Agreement

SECTION 10.04

Limitation on Rights of Certificateholders

SECTION 10.05

Acts of Certificateholders

SECTION 10.06

Governing Law

SECTION 10.07

Notices

SECTION 10.08

Severability of Provisions

SECTION 10.09

Successors and Assigns

SECTION 10.10

Article and Section Headings

SECTION 10.11

Counterparts

SECTION 10.12

Notice to Rating Agencies

SECTION 10.13

Third Party Beneficiary

SECTION 10.14

Additional Rights of the NIMs Insurer.

Exhibit A-1

Form of Class A Certificates

Exhibit A-2

Form of Class M and Class B Certificates

Exhibit A-3

Form of Class R Certificates

Exhibit A-4

Form of Class C and Class P Certificates

Exhibit B

Mortgage Loan Schedule

Exhibit C

[Reserved]

Exhibit D

Request for Release of Documents

Exhibit E-1

Form of Transfer Affidavit pursuant to Section 860E(e)(4)

Exhibit E-2

Form of Transferor Certificate

Exhibit F-1

Form of Transferor Representation Letter

Exhibit F-2

Form of Investor Representation Letter

Exhibit F-3

Form of Rule 144A Letter

Exhibit G

Form of Custodial Agreement

Exhibit H

Servicing Agreements

Exhibit I

Mortgage Loan Purchase Agreement

Exhibit J

Assignment Agreements

Exhibit K

Form Certification to be Provided by the Master Servicer

with Form 10-K

Exhibit L

Form of Cap Contract

This POOLING AND SERVICING AGREEMENT (the “Agreement”), dated as of August 1, 2005, among MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation, as depositor (the “Depositor”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and WELLS FARGO BANK, N.A., a national banking association, as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”).

PRELIMINARY STATEMENT

The Depositor intends to sell mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined herein). As provided herein, the Trustee will make, in accordance with Section 8.12, an election to treat the entire segregated pool of assets described in the definition of REMIC 1 (as defined herein) (excluding the Cap Contract and the Cap Contract Account), and subject to this Agreement, as a real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes and such segregated pool of assets will be designated as “REMIC 1.” The REMIC 1 Regular Interests will be the “regular interests” in REMIC 1 and the Class R-1 Interest will be the sole class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein) under the federal income tax law. A segregated pool of assets consisting of the REMIC 1 Regular Interests will be designated as “REMIC 2” and the REMIC Administrator will make a separate REMIC election with respect thereto. The Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class M-1, Class M-2, Class B-1, Class B-2, Class B-3, Class C and Class P Certificates will be “regular interests” in REMIC 2, and the Class R-2 Interest will be the sole class of “residual interests” therein for purposes of the REMIC Provisions (as defined herein) under federal income tax law.

The following table irrevocably sets forth the designation, the REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for the REMIC 1 Regular Interest. The REMIC 1 Regular Interests will not be certificated.

REMIC I

Designation	REMIC 1 Pass-Through Rate	Uncertificated Principal Balance		Latest Possible Maturity Date ⁽¹⁾
AA	Variable ⁽²⁾	$	472,047,045.78	August 25, 2035
I-A-1	Variable ⁽²⁾	$	1,567,945.00	August 25, 2035
I-A-2	Variable ⁽²⁾	$	174,215.00	August 25, 2035
II-A-1	Variable ⁽²⁾	$	1,260,970.00	August 25, 2035
II-A-2	Variable ⁽²⁾	$	745,620.00	August 25, 2035
II-A-3	Variable ⁽²⁾	$	396,440.00	August 25, 2035
II-A-4	Variable ⁽²⁾	$	267,005.00	August 25, 2035
M-1	Variable ⁽²⁾	$	132,460.00	August 25, 2035
M-2	Variable ⁽²⁾	$	105,965.00	August 25, 2035
B-1	Variable ⁽²⁾	$	69,840.00	August 25, 2035
B-2	Variable ⁽²⁾	$	24,080.00	August 25, 2035
B-3	Variable ⁽²⁾	$	40,940.00	August 25, 2035
R-2	Variable ⁽²⁾	$	0.50	August 25, 2035
ZZ	Variable ⁽²⁾	$	4,848,132.68	August 25, 2035
P	Variable ⁽²⁾	$	100.00	August 25, 2035
I-SUB	Variable ⁽²⁾	$	1,597.60	August 25, 2035

I-GRP	Variable ⁽²⁾	$	19,019.21	August 25, 2035
II-SUB	Variable ⁽²⁾	$	2,448.52	August 25, 2035
II-GRP	Variable ⁽²⁾	$	29,148.87	August 25, 2035
XX	Variable ⁽²⁾	$	481,628,444.77	August 25, 2035

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the latest possible maturity date for the Mortgage Loans has been designated as the “latest possible maturity date” for each REMIC 1 Regular Interest.

(2)	Calculated in accordance with the definition of “REMIC 1 Pass-Through Rate” herein.

REMIC 2

The Certificates shall be substantially in the forms attached hereto as exhibits. For purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each Class of Certificates is July 25, 2035. 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:

Class	REMIC 2 Pass-Through Rate	Minimum Denomination		Integral Multiples in Excess of Minimum		Initial Certificate Principal Balance
I-A-1	Adjustable Rate(1)	$	50,000.00	$	1.00	$	313,589,000.00.00
I-A-2	Adjustable Rate(1)	$	50,000.00	$	1.00	$	34,843,000.00
II-A-1	Adjustable Rate(1)	$	50,000.00	$	1.00	$	252,194,000.00
II-A-2	Adjustable Rate(1)	$	50,000.00	$	1.00	$	149,124,000.00
II-A-3	Adjustable Rate(1)	$	50,000.00	$	1.00	$	79,288,000.00	.
II-A-4	Adjustable Rate(1)	$	50,000.00	$	1.00	$	53,401,000.00
M-1	Adjustable Rate(1)	$	50,000.00	$	1.00	$	26,492,000.00
M-2	Adjustable Rate(1)	$	50,000.00	$	1.00	$	21,193,000.00
B-1	Adjustable Rate(1)	$	50,000.00	$	1.00	$	13,968,000.00
B-2	Adjustable Rate(1)	$	50,000.00	$	1.00	$	4,816,000.00
B-3	Adjustable Rate(1)	$	50,000.00	$	1.00	$	8,188,000.00
C	Variable(2)	(3)		(3)		$	6,265,217.91
P	0.00%(4)	$	100.00	N/A		$	100.00
R	Adjustable Rate(1)	$	100.00	N/A		$	100.00

___________________

(1)	The Pass-Through Rate for each of the Class A Certificates, Class B Certificates and Class M Certificates shall equal the corresponding Pass-Through Rate for such Class of Certificates as provided herein.

(2)

The Class C Certificates will accrue interest at its variable Pass-Through Rate on the Uncertificated Notional Amount of the Class C Certificates outstanding from time to time which shall equal the aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests. The Class C Certificates will not accrue interest on its Uncertificated Principal Balance.

(3)	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 $6,265,218.

(4)	The Class P Certificates are entitled to all Prepayment Charges and are not entitled to any interest.

In consideration of the mutual agreements herein contained, the Depositor, the Master 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 mortgage 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 Trustee or the Master Servicer (except in its capacity as successor to a Servicer), or (y) as provided in the applicable Servicing Agreement, to the extent applicable to the related Servicer, but in no event below the standard set forth in clause (x).

Account : The Master Servicer Collection Account, Distribution Account and any Protected Account as the context may require.

Accrual Period : With respect to each Class of Certificates (other than the Class C Certificates and Class P Certificates) and REMIC 1 Regular Interests and any Distribution Date, the period from and including the preceding Distribution Date (or, in the case of the first Distribution Date, the Closing Date) to and including the day prior to such Distribution Date. With respect to the Class C Certificates and any Distribution Date, the calendar month immediately preceding such Distribution Date. All calculations of interest on each Class of Certificates and the REMIC 1 Regular Interests will be made on the basis of a 360 day year comprised of 12 30-day months.

Adjustable Rate Mortgage Loan : A Mortgage Loan identified in the Mortgage Loan Schedule as having a Mortgage Rate which 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.

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 I-A-1 Certificate Principal Balance, the Class I-A-2 Certificate Principal Balance, the Class II-A-1 Certificate Principal Balance, the Class II-A-2 Certificate Principal Balance, the Class II-A-3 Certificate Principal Balance, the Class II-A-4 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 B-1 Certificate Principal Balance, the Class B-2 Certificate Principal Balance and the Class B-3 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.

Applicable State Law : For purposes of Section 8.12(d), the Applicable State Law shall be (a) the law of the State of New York and (b) such other state law whose applicability shall have been brought to the attention of the Securities Administrator and the Trustee by either (i) an Opinion of Counsel reasonably acceptable to the Securities Administrator

and the Trustee delivered to it by the Master Servicer or the Depositor, or (ii) written notice from the appropriate taxing authority as to the applicability of such state law.

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, the “Appraised Value” of a Mortgaged Property 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 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 based upon the appraisal obtained at the time of refinancing.

Assignment : An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage Loan to the Trustee for the benefit of Certificateholders, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering Mortgages secured by Mortgaged Properties located in the same county, if permitted by law and accompanied by an Opinion of Counsel to that effect.

Assignment Agreements : The GreenPoint Assignment Agreement, the GMAC Assignment Agreement and the Wells Assignment Agreement, which are attached hereto as Exhibit J.

Auction : The one-time auction conducted by the Securities Administrator, as described in Section 9.01(b) hereof.

Auction Date : The date on which the Auction occurs.

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 based on the Net Mortgage Rates in effect on the related Due Date divided by (y) the aggregate Certificate Principal Balance of the Offered Certificates, Class B-3 Certificates and Class P Certificates 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.

Bankruptcy Code : The United States Bankruptcy Code, as amended as codified in 11 U.S.C. §§ 101-1330.

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, Class M, Class B-1 and Class B-2 Certificates constitutes a Class of Book-Entry Certificates.

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

Cap Contract : The confirmation dated August 11, 2005, between the Cap Contract Counterparty and Merrill Lynch Mortgage Lending, Inc., as amended by the novation agreement dated August 30, 2005, among the Cap Contract Counterparty, Merrill Lynch Mortgage Investors, Inc. and the Trustee (in the form of Exhibit L hereto).

Cap Contract Account : The separate Eligible Account created and maintained by the Trustee pursuant to Section 4.07(j)(i) in the name of the Trustee for the benefit of the Trust Fund and designated “Wachovia Bank, National Association, as Trustee, as trustee, in trust for registered holders of Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2005-A6.” 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 Royal Bank of Scotland plc.

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

Cap Contract Termination Date : The day after the Distribution Date in February 25, 2010.

Cap Rate : With respect to each Distribution Date, the Cap Rate designated in the Cap Contract.

Ceiling Rate : With respect to each Distribution Date with respect to which payments are received on the Cap Contract, a rate equal to 9.260% per annum.

Certificate : Any one of the certificates of any Class executed by the Trustee and authenticated by the Trustee in substantially the forms attached hereto as Exhibits A-1, A-2, A-3 and A-4.

Certificate Group : Either of the Class I-A Certificates or the Class II-A Certificates.

Certificate Notional Amount : With respect to the Class C Certificates and any Distribution Date, an amount equal to the Stated Principal Balance of the Mortgage Loans as of the beginning of the related Due Period. The initial Certificate Notional Amount of the Class C Certificates shall be $963,361,417.91 Date.

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 as reduced, but not below zero, by (i) all amounts distributed on previous Distribution Dates on such class on account of principal; and (ii) such class’s share of any Applied Realized Loss Amounts for previous Distribution Dates. Notwithstanding the foregoing, on any Distribution Date relating to a Due Period in which a Subsequent Recovery has been received by the related Servicer, the Certificate Principal Balance of any class of Subordinate Certificates then outstanding for which any Applied Realized Loss Amount has been allocated will be increased, in order of seniority, by an amount equal to the lesser of (I) the Unpaid Realized Loss Amount for such class of certificates and (II) the 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 NIMs Insurer 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 I-A Certificates : Any of the Class I-A-1, Class I-A-2 and Class R Certificates.

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

Class I-A Trigger Event : The situation that exists with respect to any Distribution Date (a) during the period from the Closing Date through the Distribution Date in September 2008, if the aggregate amount of Realized Losses incurred from the Cut-off Date through the last day of the related Due Period (after giving effect to scheduled payments received or advanced on or before the related Determination Date and Principal Prepayments received during the related Prepayment Period) divided by the sum of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds 0.75%, or (b) on any Distribution Date on or after October 2008, a Trigger Event is in effect.

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

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

Class I-A-1 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class I-A-1 Pass-Through Rate on the Class I-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 I-A-1 Interest Carry Forward Amount that is recovered as a voidable preference by a trustee in bankruptcy, less any Compensating Interest Payment allocated on such Distribution Date to the Class I-A-1 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 I-A-1 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class I-A-1 Current Interest with respect to prior Distribution Dates over (B) the amount actually distributed to the Class I-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 I-A-1 Pass-Through Rate for the related Accrual Period.

Class I-A-1 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 I-A-1 Pass-Through Rate : For the first Distribution Date, 3.93938% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class I-A-1 Margin, (2) the Available Funds Cap and (3) the Maximum Rate Cap for such Distribution Date.

Class I-A-2 Certificate : Any Certificate designated as a “Class I-A-2 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to distributions as set forth herein.

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

Class I-A-2 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class I-A-2 Pass-Through Rate on the Class I-A-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 a Class I-A-2 Interest Carry Forward Amount that is recovered as a voidable preference by a trustee in bankruptcy, less any Compensating Interest Payment allocated on such Distribution Date to the Class I-A-2 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 I-A-2 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class I-A-2 Current Interest with respect to prior Distribution Dates over (B) the amount actually distributed to the Class I-A-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 I-A-2 Pass-Through Rate for the related Accrual Period.

Class I-A-2 Margin : As of any Distribution Date up to and including the Initial Optional Termination Date for the Certificates, 0.340% per annum and, as of any Distribution Date after the Initial Optional Termination Date, 0.680% per annum.

Class I-A-2 Pass-Through Rate : For the first Distribution Date, 4.00938% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class I-A-2 Margin, (2) the related Available Funds Cap and (3) the Maximum Rate Cap for such Distribution Date.

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

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

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

Class II-A-1 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class II-A-1 Pass-Through Rate on the Class II-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 II-A-1 Interest Carry Forward Amount that is recovered as a voidable preference by a trustee in bankruptcy, less any Compensating Interest Payment allocated on such Distribution Date to the Class II-A-1 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 II-A-1 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class II-A-1 Current Interest with respect to prior Distribution Dates over (B) the amount actually distributed to the Class II-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 II-A-1 Pass-Through Rate for the related Accrual Period.

Class II-A-1 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.

Class II-A-1 Pass-Through Rate : For the first Distribution Date, 3.78938% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class II-A-1 Margin, (2) the Available Funds Cap and (3) the Maximum Rate Cap for such Distribution Date.

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

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

Class II-A-2 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class II-A-2 Pass-Through Rate on the Class II-A-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 a Class II-A-2 Interest Carry Forward Amount that is recovered as a voidable preference by a trustee in bankruptcy, less any Compensating Interest Payment allocated on such Distribution Date to the Class II-A-2 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 II-A-2 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class II-A-2 Current Interest with respect to prior Distribution Dates over (B) the amount actually distributed to the Class II-A-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 II-A-2 Pass-Through Rate for the related Accrual Period.

Class II-A-2 Margin : As of any Distribution Date up to and including the Initial Optional Termination Date, 0.280% per annum and, as of any Distribution Date after the Initial Optional Termination Date, 0.560% per annum.

Class II-A-2 Pass-Through Rate : For the first Distribution Date, 3.94938% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class II-A-2 Margin, (2) the Available Funds Cap and (3) the Maximum Rate Cap for such Distribution Date.

Class II-A-3 Certificate : Any Certificate designated as a “Class II-A-3 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to distributions as set forth herein.

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

Class II-A-3 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class II-A-3 Pass-Through Rate on the Class II-A-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 a Class II-A-3 Interest Carry Forward Amount that is recovered as a voidable preference by a trustee in bankruptcy, less any Compensating Interest Payment allocated on such Distribution Date to the Class II-A-3 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 II-A-3 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class II-A-3 Current Interest with respect to prior Distribution Dates over (B) the amount actually distributed to the Class II-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 II-A-3 Pass-Through Rate for the related Accrual Period.

Class II-A-3 Margin : As of any Distribution Date up to and including the Initial Optional Termination Date, 0.380% per annum and, as of any Distribution Date after the Initial Optional Termination Date, 0.760% per annum.

Class II-A-3 Pass-Through Rate : For the first Distribution Date, 4.04938% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class II-A-3 Margin, (2) the Available Funds Cap and (3) the Maximum Rate Cap for such Distribution Date.

Class II-A-4 Certificate : Any Certificate designated as a “Class II-A-4 Certificate” on the face thereof, in the form of Exhibit A-1 hereto, representing the right to distributions as set forth herein.

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

Class II-A-4 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class II-A-4 Pass-Through Rate on the Class II-A-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 a Class II-A-4 Interest Carry Forward Amount that is recovered as a voidable preference by a trustee in bankruptcy, less any Compensating Interest Payment allocated on such Distribution Date to the Class II-A-4 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 II-A-4 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class II-A-4 Current Interest with respect to prior Distribution Dates over (B) the amount actually distributed to the Class II-A-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 II-A-4 Pass-Through Rate for the related Accrual Period.

Class II-A-4 Margin : As of any Distribution Date up to and including the Initial Optional Termination Date, 0.340% per annum and, as of any Distribution Date after the Initial Optional Termination Date, 0.680% per annum.

Class II-A-4 Pass-Through Rate : For the first Distribution Date, 4.00938% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class II-A-4 Margin, (2) the Available Funds Cap and (3) the Maximum Rate Cap for such Distribution Date.

Class A Certificates : Any of the Class I-A Certificates and the Class II-A Certificates.

Class A Certificate Principal Balance : For any date of determination, the sum of the Class I-A-1 Certificate Principal Balance, Class I-A-2 Certificate Principal Balance, Class II-A-1 Certificate Principal Balance, Class II-A-2 Certificate Principal Balance, Class II-A-3 Certificate Principal Balance, Class II-A-4 Certificate Principal Balance and Class R Certificate Principal Balance.

Class A Principal Distribution Amount : With respect to any Distribution Date (1) prior to the Stepdown Date or any Distribution Date on which a Trigger Event exists, 100% of the Principal Distribution Amount for such Distribution Date and (2) on or after the Stepdown Date where a Trigger Event does not exist, the excess of (A) the aggregate Certificate Principal Balance of the Class A Certificates and Class P Certificates immediately prior to such Distribution Date over (B) the lesser of (i) 83.20% 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 and Class P Certificates.

Class B Certificates : Any of the Class B-1, Class B-2 or Class B-3 Certificates.

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 Certificate designated as a “Class B-1 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to distributions as set forth herein.

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

Class B-1 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-1 Pass-Through Rate on the Class B-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 B-1 Interest Carry Forward Amount that is recovered as a voidable preference by a trustee in bankruptcy, less any Compensating Interest Payment allocated on such Distribution Date to the Class B-1 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-1 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-1 Current Interest with respect to prior Distribution Dates over (B) the amount actually distributed to the Class B-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 B-1 Pass-Through Rate for the related Accrual Period.

Class B-1 Margin : As of any Distribution Date up to and including the Initial Optional Termination Date for the Certificates, 1.300% per annum and, as of any Distribution Date after the Initial Optional Termination Date, 1.950% per annum.

Class B-1 Pass-Through Rate : For the first Distribution Date, 4.96938% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-1 Margin, (2) the Available Funds Cap and (3) the Maximum Rate Cap for such Distribution Date.

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 aggregate of the Class A, Class P and the Class M Certificate Principal Balances have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance and Class P 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 B-1 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 96.00% 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, Class P 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, Class P 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.

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 such Class B-1 Certificates pursuant to the last sentence of the definition of “Certificate Principal Balance.”

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

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

Class B-2 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-2 Pass-Through Rate on the Class B-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 a Class B-2 Interest Carry Forward Amount that is recovered as a voidable preference by a trustee in bankruptcy, less any Compensating Interest Payment allocated on such Distribution Date to the Class B-2 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-2 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-2 Current Interest with respect to prior Distribution Dates over (B) the amount actually distributed to the Class B-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 B-2 Pass-Through Rate for the related Accrual Period.

Class B-2 Margin : As of any Distribution Date up to and including the Initial Optional Termination Date for the Certificates, 1.750% per annum and, as of any Distribution Date after the Initial Optional Termination Date, 2.625% per annum.

Class B-2 Pass-Through Rate : For the first Distribution Date, 5.41938% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-2 Margin, (2) the Available Funds Cap and (3) the Maximum Rate Cap for such Distribution Date.

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 aggregate of the Class A, Class P, Class M and the Class B-1 Certificate Principal Balances have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance and the Class P 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 B-1 Certificate Principal Balance (after taking into account distributions of the Class B-1 Principal Distribution Amount on such Distribution Date) and (E) the Class B-2 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 97.00% 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, Class P, 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 P, 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 such Class B-2 Certificates pursuant to the last sentence of the definition of “Certificate Principal Balance.”

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 Certificate designated as a “Class B-3 Certificate” on the face thereof, in the form of Exhibit A-2 hereto, representing the right to distributions as set forth herein.

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

Class B-3 Current Interest : As of any Distribution Date, the interest accrued during the related Accrual Period at the Class B-3 Pass-Through Rate on the Class B-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 a Class B-3 Interest Carry Forward Amount that is recovered as a voidable preference by a trustee in bankruptcy, less any Compensating Interest Payment allocated on such Distribution Date to the Class B-3 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-3 Interest Carry Forward Amount : As of any Distribution Date, the sum of (1) the excess of (A) the Class B-3 Current Interest with respect to prior Distribution Dates over (B) the amount actually distributed to the Class B-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 B-3 Pass-Through Rate for the related Accrual Period.

Class B-3 Margin : As of any Distribution Date up to and including the Initial Optional Termination Date for the Certificates, 1.750% per annum and, as of any Distribution Date after the Initial Optional Termination Date, 2.625% per annum.

Class B-3 Pass-Through Rate : For the first Distribution Date, 5.41938% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class B-3 Margin, (2) the Available Funds Cap and (3) the Maximum Rate Cap for such Distribution Date.

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, Class P, Class M, Class B-1 and the Class B-2 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a Trigger Event does not exist, the excess of (1) the sum of (A) the Class A Certificate Principal Balance and Class P 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 B-1 Certificate Principal Balance (after taking into account distributions of the Class B-1 Principal Distribution Amount on such Distribution Date), (E) 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 (F) the Class B-3 Certificate Principal Balance immediately prior to such Distribution Date over (2) the lesser of (A) 98.70% 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 P, 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 P, 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 Class B-3 Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class B-3 Certificates pursuant to the last sentence of the definition of “Certificate Principal Balance”

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-4 hereto, representing the right to its Percentage Interest of distributions provided for the Class C Certificates herein and evidencing (i) a Regular Interest in REMIC 2 and (ii) the obligation to pay Floating Rate Certificate Carryover amounts.

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, with respect to the Class C Certificates, (i) the interest accrued on the Uncertificated Notional Amount during the related Accrual Period at the applicable Pass-Through Rate plus any amount previously distributed with respect to interest for such interest that has been recovered as a voidable preference by a trustee in bankruptcy minus (ii) the sum of (a) any Prepayment Interest Shortfall for such Distribution Date, to the extent not covered by Compensating Interest Payments and (b) any Relief Act Shortfalls during the related Due Period.

Class C Distribution Amount : With respect to any Distribution Date, the sum of (i) the Current Interest for the Class C Certificates for such Distribution Date, (ii) any Overcollateralization Release Amount for such Distribution Date and (iii) without duplication, any Subsequent Recoveries not distributed to the Class A Certificates and Class M Certificates on such Distribution Date; provided, however that on any Distribution Date after the Distribution Date on which the Certificate Principal Balances of the Class A, Class M and Class B Certificates have been reduced to zero, the Class C Distribution Amount shall include the Overcollateralization Amount.

Class M Certificates : Any of the Class M-1 Certificates and Class M-2 Certificates.

Class M Certificate Principal Balance : For any date of determination, the sum of the Class M-1 Certificate Principal Balance and Class M-2 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-2 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 Compensating Interest Payment allocated on such Distribution Date to the Class M-1 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 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 for the Certificates, 0.480% per annum and, as of any Distribution Date after the Initial Optional Termination Date, 0.720% per annum.

Class M-1 Pass-Through Rate : For the first Distribution Date, 4.14938% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-1 Margin, (2) the Available Funds Cap and (3) the Maximum Rate 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 aggregate of the Class A Certificate Principal Balance and Class P 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 and Class P 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) 88.70% 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 and Class P 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 Class P 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-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-2 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 trustee in bankruptcy, less any Compensating Interest Payment allocated on such Distribution Date to the Class M-2 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 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 for the Certificates, 0.650% per annum and, as of any Distribution Date after the Initial Optional Termination Date, 0.975% per annum.

Class M-2 Pass-Through Rate : For the first Distribution Date, 4.31938% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class M-2 Margin, (2) the Available Funds Cap and (3) the Maximum Rate 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, Class P and the Class M-1 Certificate Principal Balance have been reduced to zero and a Trigger Event exists, or as long as a 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) 93.10% 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, Class P 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, Class P 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 P Certificate : Any Certificate designated as a “Class P Certificate” on the face thereof, in the form of Exhibit A-4 hereto.

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

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 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 Compensating Interest Payment 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-1 Interest : The residual interest in REMIC 1.

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

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, 0.270% per annum and, as of any Distribution Date after the Initial Optional Termination Date, 0.540% per annum.

Class R Pass-Through Rate : For the first Distribution Date, 3.93938% per annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR plus the Class R Margin, (2) the Available Funds Cap and (3) the Maximum Rate Cap for such Distribution Date.

Closing Date : August 30, 2005.

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

Commission : The Securities and Exchange Commission.

Compensating Interest Payment : As defined in Section 4.11.

Cooperative : A corporation that has been formed for the purpose of cooperative apartment ownership.

Cooperative Assets : Shares issued by Cooperatives, the related Cooperative Lease and any other collateral securing the Cooperative Loans.

Cooperative Lease : With respect to a Cooperative Loan, the proprietary lease or occupancy agreement with respect to the cooperative apartment occupied by the Mortgagor and relating to the related Cooperative Assets, which lease or agreement confers an exclusive right to the holder of such Cooperative Assets to occupy such apartment.

Cooperative Loan : The indebtedness of a Mortgagor evidenced by a Mortgage Note which is secured by Cooperative Assets and which is being sold to the Depositor pursuant to this Agreement, the Mortgage Loans so sold being identified in the Mortgage Loan Schedule.

Cooperative Stock : With respect to a Cooperative Loan, the single outstanding class of stock, partnership interest or other ownership instrument in the related Cooperative.

Corporate Trust Office : The principal corporate trust office of the Trustee at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at Wachovia Bank, National Association, 401 South Tryon Street, 12 ^th Floor, Charlotte, NC 28288-1179, Attention: Corporate Trust Group - Merrill Lynch Mortgage Investors, Inc., MLMI Series 2005-A6, or at

such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor and the Master Servicer.

Corresponding Class : With respect to each REMIC 1 Regular Interest, other than REMIC 1 Regular Interests AA, ZZ, I-SUB, I-GRP, II-SUB and II-GRP, the Certificate with the corresponding designation.

Current Interest : Any of the Class I-A-1 Current Interest, the Class I-A-2 Current Interest, the Class R Current Interest, the Class II-A-1 Current Interest, the Class II-A-2 Current Interest, the Class II-A-3 Current Interest, the Class II-A-4 Current Interest, the Class M-1 Current Interest, the Class M-2 Current Interest, the Class B-1 Current Interest, the Class B-2 Current Interest, the Class B-3 Current Interest and the Class C Current Interest.

Curtailment : Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in Full.

Custodial Agreement : An agreement, dated as of the Closing Date among the Depositor, the Master Servicer, the Trustee and the Custodian in substantially the form of Exhibit G hereto.

Custodian : Wells Fargo Bank, N.A., or any successor custodian appointed pursuant to the provisions hereof and of the Custodial Agreement.

Cut-off Date : August 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 on and after the Cut-off Date.

Debt Service Reduction : Any reduction of the Monthly Payments which a Mortgagor is obligated to pay with respect to a Mortgage Loan as a result of any proceeding under the Bankruptcy Code or any other similar state law or other proceeding.

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

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

Definitive Certificates : As defined in Section 5.06.

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.

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 Trustee 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 Depository Institution : A depository institution (commercial bank, federal savings bank, mutual savings bank or savings and loan association) or trust company (which may include the Trustee), the deposits of which are fully insured by the FDIC to the extent provided by law.

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

Disqualified Organization : Any of the following: (i) the United States, any State or political subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac or any successor thereto, a majority of its board of directors is not selected by such governmental unit), (ii) any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any organization (other than certain farmers’ cooperatives described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code or (v) any other Person so designated by the Trustee based upon an Opinion of Counsel that the holding of an ownership interest in a Residual Certificate by such Person may cause the REMIC Trust contained in the Trust or any Person having an ownership interest in the Residual Certificate (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the transfer of an ownership interest in a Residual Certificate to such Person. The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

Distribution Account : The trust account or accounts created and maintained pursuant to Section 4.04, which shall be denominated “Wachovia Bank, National Association, as Trustee f/b/o holders of Merrill Lynch Mortgage Investors, Inc., Mortgage Pass-Through Certificates, MLMI Series 2005-A6 - Distribution Account.” The Distribution Account shall be an Eligible Account.

Distribution Account Deposit Date : The Business Day prior to each Distribution Date.

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

Due Date : With respect to each Mortgage Loan, the date in each month on which its Monthly Payment is due if such due date is the first day of a month and otherwise is deemed to be the first day of the following month or such other date specified in the related Servicing Agreement.

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 Trustee, the NIMs Insurer 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 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, (vii) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity, that is acceptable to the Rating Agencies or (viii) otherwise acceptable to each Rating Agency, as evidenced by a letter from each Rating Agency to the Trustee and the NIMs Insurer.

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 : Any of the Class C, Class P and Class R Certificates.

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 at its Pass-Through Rate over (2) the amount of interest such Class of Certificates would have been entitled to receive on such Distribution Date had the Pass-Through Rate for such Class been calculated using the Net Rate instead of the Net WAC.

Excess Liquidation Proceeds : To the extent that such amount is not required by law to be paid to the related Mortgagor, the amount, if any, by which Liquidation Proceeds with respect to a Liquidated Mortgage Loan exceed the sum of (i) the Outstanding Principal Balance of such Mortgage Loan and accrued but unpaid interest at the related Mortgage Interest Rate through the last day of the month in which the related Liquidation Date occurs, plus (ii) related Liquidation Expenses.

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

Extra Principal Distribution Amount : With respect to any Distribution Date, the lesser of (1) the Monthly Excess Interest Amount for such Distribution Date and (2) the excess, if any, of (A) the sum of (x) the aggregate Certificate Principal Balance of the Offered Certificates and Class B-3 Certificates and Class P Certificates immediately prior to such Distribution Date and (y) approximately $6,261,849 over (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the beginning of the related Due Period (reduced by Realized Losses on the Mortgage Loans during the related Prepayment Period).

Extraordinary Trust Fund Expenses : Any amounts reimbursable to the Master Servicer or the Depositor pursuant to this Agreement, including but not limited to Sections 4.03, 4.05 and 7.04, any amounts reimbursable to the Trustee and the Securities Administrator from the Trust Fund pursuant to this Agreement, including but not limited to Section 9.05, and any other costs, expenses, liabilities and losses borne by the Trust Fund (exclusive of any cost, expense, liability or loss that is specific to a particular Mortgage Loan or REO Property and is taken into account in calculating a Realized Loss in respect thereof) for which the Trust Fund has not and, in the reasonable good faith judgment of the Trustee, shall not, obtain reimbursement or indemnification from any other Person.

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.

Final Certification : The certification substantially in the form of Exhibit Two to the Custodial Agreement.

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

Fixed Rate Mortgage Loans : 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 a 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 a cap, up to but not exceeding greatest of (x) the Maximum Rate Cap or (y) the sum of (i) the Available Funds Cap and (ii) the product of (A) 12 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 Offered Certificates for such Distribution Date over (2) the amount of interest such class was entitled to receive on such Distribution Date based on the 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 related 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.

GMAC : GMAC Mortgage Corporation, a Pennsylvania corporation, or its successor in interest.

GMAC Servicing Agreement : The Sale and Servicing Agreement, dated as of November 1, 2004 between Merrill Lynch Bank & Co. and GMAC.

GreenPoint : GreenPoint Mortgage Funding, Inc., a New York corporation, or its successor in interest.

GreenPoint Servicing Agreement : The Master Mortgage Loan Purchase and Servicing Agreement, dated as of April 1, 2004, among Merrill Lynch Mortgage Holdings Inc., Terwin Advisors LLC and GreenPoint, as amended by Amendment No. 1, dated as of August 20, 2004 among Merrill Lynch Mortgage Holdings Inc., Terwin Advisors LLC and GreenPoint.

Gross Margin : As to each Adjustable Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note and indicated on the Mortgage Loan Schedule which percentage is added to the related Index on each Interest Adjustment Date to determine (subject to rounding, the minimum and maximum Mortgage Interest Rate and the Periodic Rate Cap) the Mortgage Interest Rate until the next Interest Adjustment Date.

Group I Mortgage Loans : The Mortgage Loans identified as such on the Mortgage Loan Schedule.

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

Group I 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 the Group I Mortgage Loans, and the denominator of which is the amount of Principal Funds received from all of the Mortgage Loans in the mortgage pool.

Group II Mortgage Loans : The Mortgage Loans identified as such on the Mortgage Loan Schedule.

Group II Principal Distribution Amount : With respect to any Distribution Date, the amount equal to the lesser of (i) the aggregate Certificate Principal Balance of the Class II-A Certificates and (ii) the product of (x) the Group II Principal Distribution Percentage and (y) the Class A Principal Distribution Amount; provided, however, that with respect to any Distribution Date on which the Class II-A Certificates are outstanding and the aggregate Certificate Principal Balance of the Class I-A Certificates and Class P Certificates has been reduced to zero, the Group II Principal Distribution Amount will equal the Class A Principal Distribution Amount.

Group II 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 the Group II Mortgage Loans, and the denominator of which is the amount of Principal Funds received from all of the Mortgage Loans in the mortgage pool.

Indemnified Persons : The Trustee, the Master Servicer, the Depositor, the NIMs Insurer and the Securities Administrator and their officers, directors, agents and employees and, with respect to the Trustee, any separate co-trustee and its officers, directors, agents and employees.

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

Index : The index, if any, specified in a Mortgage Note by reference to which the related Mortgage Interest Rate will be adjusted from time to time.

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 Certification : The certification substantially in the form of Exhibit One to the Custodial Agreement.

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 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, any standard hazard insurance policy, flood insurance policy or title insurance policy.

Insurance Proceeds : Amounts paid by the insurer under any Insurance Policy covering any Mortgage Loan or Mortgaged Property other than amounts required to be paid over to the Mortgagor pursuant to law or the related Mortgage Note or Security Instrument and other than amounts used to repair or restore the Mortgaged Property or to reimburse 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.

Interest Carry Forward Amount : Any of the Class I-A-1 Interest Carry Forward Amount, the Class I-A-2 Interest Carry Forward Amount, the Class II-A-1 Interest Carry Forward Amount, the Class II-A-2 Interest Carry Forward Amount, the Class II-A-3 Interest Carry Forward Amount, the Class II-A-4 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 B-1 Interest Carry Forward Amount, the Class B-2 Interest Carry Forward Amount or the Class B-3 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, August 25, 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, (2) all Monthly 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, (6) all Prepayment Charges received with respect to the Mortgage Loans during the related Prepayment Period and (7) refunds, if any, of amounts paid to either of the MI Insurers as MI Insurer Fees, less (A) all Non-Recoverable Advances relating to interest and (B) other amounts reimbursable to the related 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 month.

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 Mortgage Loan : Any defaulted Mortgage Loan as to which the related Servicer has determined that all amounts it expects to recover from or on account of such Mortgage Loan have been recovered.

Liquidation Date : With respect to any Liquidated Mortgage Loan, the date on which the related Servicer has certified that such Mortgage Loan has become a Liquidated Mortgage Loan.

Liquidation Proceeds : Amounts received in connection with the liquidation of a defaulted Mortgage Loan, whether through trustee’s sale, foreclosure sale, Insurance Proceeds, condemnation proceeds or otherwise.

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 and (Y) the sales price of the related Mortgaged Property at the time of origination.

Loan Group : Either of the Group I Mortgage Loans or Group II Mortgage Loans.

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

Marker Rate : With respect to the Class C Certificates and any Distribution Date, a per annum rate equal to two (2) multiplied by the weighted average of the REMIC 1 Pass-Through Rates for each REMIC 1 Regular Interest (other than REMIC 1 Regular Interests AA, I-SUB, I-GRP, II-SUB, II-GRP and XX), with the rates on each such REMIC 1 Regular Interest (other than REMIC 1 Regular Interest ZZ) subject to a cap equal to the Pass-Through Rate for the Corresponding Class for such REMIC 1 Regular Interest, and the rate on REMIC 1 Regular Interest ZZ subject to a cap of zero, in each case for purposes of this calculation.

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

Master Servicer Collection Account : The separate Eligible Account created and initially maintained by the Master Servicer pursuant to Section 4.02 in the name of the Trustee for the benefit of the Certificateholders and designated “Wells Fargo Bank, N.A., as Master Servicer for Wachovia Bank, National Association, as Trustee, in trust for registered holders of Merrill Lynch Mortgage Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2005-A6.” Funds in the Master Servicer Collection Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Master Servicing Compensation : The meaning specified in Section 3.14.

Maximum Lifetime Mortgage Rate : The minimum level to which a Mortgage Interest Rate can adjust in accordance with its terms, regardless of changes in the applicable Index.

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

Maximum Rate Cap : With respect to a Distribution Date, the per annum rate equal to the product of (i) 12 and (ii) the quotient of (x) the total scheduled interest on the Mortgage Loans based on the maximum lifetime Net Mortgage Rates of the Mortgage Loans, divided by (y) the aggregate Certificate Principal Balance of the Offered Certificates and Class B-3 Certificates 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.

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.

MI Insurer Fee Rate : With respect to each MI Mortgage Loan, the rate specified for such Mortgage Loan on the schedule attached to the related MI Policy, plus a rate computed so that the related MI Insurer Fee would make the related MI Insurer whole for any taxes imposed on such MI Insurer by the States of Kentucky or West Virginia with respect to MI Mortgage Loans located in such States, which rate shall be provided to the Trustee by the applicable MI Insurer.

MI Insurer : Radian.

MI Mortgage Loans : The Mortgage Loans identified as such on the Mortgage Loan Schedule.

MI Policy : A lender-paid primary mortgage insurance policy issued by the MI Insurer in accordance with a March 29, 2002 letter between Impac Funding Corporation and the MI Insurer.

MIN : The loan number for any MERS Loan.

Minimum Mortgage Rate : With respect to each 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.

MLMLI : Merrill Lynch Mortgage Lending, Inc.

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 Advance : An advance of principal or interest required to be made by the applicable Servicer pursuant to the related Servicing Agreement or the Master Servicer pursuant to Section 4.10.

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 4.07(a) (other than the last clause thereof).

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

Monthly Statement : The statement made available to the Certificateholders pursuant to Section 4.09(a).

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

Mortgage : With respect to each Mortgage Loan, the mortgage, deed of trust or other instrument with all riders attached thereto creating a first lien or a first priority ownership interest in an estate in fee simple in real property securing a Mortgage Note.

Mortgage File : The mortgage documents listed in Section 2.01(b) 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 Interest Rate : The annual rate at which interest accrues from time to time on any Mortgage Loan pursuant to the related Mortgage Note, which rate is equal to the “Mortgage Interest Rate” as set forth with respect thereto on the Mortgage Loan Schedule.

Mortgage Loan : A mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.04 and held as a part of the Trust Fund, as identified in the Mortgage Loan Schedule, including a mortgage loan the property securing which has become an REO Property.

Mortgage Loan Purchase Agreement : The Mortgage Loan Purchase Agreement dated as of August 31, 2005, between MLMLI, as seller, and the Depositor, as purchaser, and all amendments thereof and supplements thereto, attached as Exhibit I.

Mortgage Loan Schedule : The schedule, attached hereto as Exhibit B with respect to the Mortgage Loans and as amended from time to time to reflect the repurchase or substitution of Mortgage Loans pursuant to this Agreement.

Mortgage Note : The originally executed note or other evidence of the indebtedness of a Mortgagor under the related Mortgage Loan.

Mortgage Pool : The pool of Mortgage Loans, identified on Exhibit B from time to time, and any REO Properties acquired in respect thereof.

Mortgaged Property : Land and improvements securing the indebtedness of a Mortgagor under the related Mortgage Loan or, in the case of REO Property, such REO Property.

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

Mortgagor : The obligor on a Mortgage Note.

Net Liquidation Proceeds : As to any Liquidated Mortgage Loan, Liquidation Proceeds net of (i) Liquidation Expenses which are payable therefrom by the related Servicer or the Master Servicer in accordance with the related Servicing Agreement or this Agreement and (ii) unreimbursed advances by the related Servicer or the Master Servicer and Monthly Advances.

Net Mortgage Rate : With respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time to time less the Servicing Fee Rate and MI Insurer Fee Rate, if applicable.

Net Rate : With respect to any Distribution Date, 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).

Net WAC : With respect to any Distribution Date, a per annum rate equal to 12 times the quotient obtained by dividing (x) the total scheduled interest on the Mortgage Loans based on the Net Mortgage Rates in effect on the related Due Date by (y) the Aggregate Certificate Principal Balance as of the preceding Distribution Date (or, in the case of the first Distribution Date, as of the Cut-off Date).

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 10.14.

Nonrecoverable Advance : Any advance or Monthly Advance (i) which was previously made or is proposed to be made by the Master Servicer (as successor servicer), the Trustee (as successor Master Servicer) or applicable Servicer and (ii) which, in the good faith judgment of the Master Servicer, the Trustee or related Servicer, will not or, in the case of a

proposed advance or Monthly Advance, would not, be ultimately recoverable by the Master Servicer (as successor servicer), the Trustee (as successor Master Servicer) or related Servicer from Liquidation Proceeds, Insurance Proceeds or future payments on the Mortgage Loan for which such advance or Monthly Advance was made.

Offered Certificate : The Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class M-1, Class M-2, Class B-1 and Class B-2.

Officer’s Certificate : A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President or Assistant Vice President or other authorized officer of the Master Servicer or the Depositor, as applicable, and delivered to the Trustee, 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 Trustee 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 is or are acceptable to the Trustee and who, unless required to be Independent (an “Opinion of Independent Counsel”), may be internal counsel for the Master Servicer or the Depositor.

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

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) hereof.

Optional Termination Price : On any date after the Initial Optional Termination Date, an amount equal to the sum of (A) the aggregate Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan that has become an REO Property) as of the Distribution Date on which the proceeds of the Optional Termination are distributed to the Certificateholders, plus accrued interest thereon at the applicable Mortgage Rate as of the Due Date preceding the Distribution Date on which the proceeds of the Optional Termination are distributed to Certificateholders and the fair market value of any REO Property, plus accrued interest thereon as of the Distribution Date on which the proceeds of the Optional Termination are distributed to Certificateholders, (B) any unreimbursed out-of-pocket costs and expenses owed to the Master Servicer, the Trustee or the Securities Administrator (including any amounts incurred by the Securities Administrator in connection with conducting the Auction), a Servicer or the Master Servicer and any unpaid or unreimbursed Servicing Fees, Monthly Advances and Servicing Advances, (C) 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 and (D) in the event an Auction has been conducted, all reasonable fees and expenses incurred by the Trust to conduct the Auction.

Originator : Any of GreenPoint Mortgage Funding, Inc., Impac Funding Corporation or Wells Fargo Bank, N.A.

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 Trustee or delivered to the Trustee for cancellation; and (2) Certificates in exchange for which or in lieu of which other Certificates have been executed by the Trustee and delivered by the Trustee pursuant to this Agreement.

Outstanding Mortgage Loan : With respect to any Due Date, a Mortgage Loan which, prior to such Due Date, was not the subject of a Principal Prepayment in Full, did not become a Liquidated Mortgage Loan and was not purchased or replaced.

Outstanding Principal Balance : As of the time of any determination, the principal balance of a Mortgage Loan remaining to be paid by the Mortgagor, or, in the case of an REO Property, the principal balance of the related Mortgage Loan remaining to be paid by the Mortgagor at the time such property was acquired by the Trust Fund less any Net Liquidation Proceeds with respect thereto to the extent applied to principal.

Overcollateralization Amount : As of any date of determination, the excess of (1) 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).

Overcollateralization Reduction Amount : With respect to any Distribution Date, the lesser of (x) the Principal Remittance Amount for such Distribution Date and (y) the excess, if any, of (i) the Overcollateralization Amount for such Distribution Date (assuming that 100% of the Principal Remittance Amount is applied as a principal payment on such Distribution Date) over (ii) the Overcollateralization Target Amount for such Distribution Date (with the amount pursuant to clause (y) deemed to be $0 if the Overcollateralization Amount is less than or equal to the Overcollateralization Target Amount on that Distribution Date).

Overcollateralization Target Amount : With respect to any Distribution Date, 0.65% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.

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.

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

With respect to the Class C Certificates, a per annum rate equal to the percentage equivalent of a fraction, (x) the numerator of which is the sum, for each REMIC 1 Regular Interest, of the excess of the REMIC 1 Pass-Through Rate for such REMIC 1 Regular Interest over the Marker Rate, applied to a notional amount equal to the Uncertificated Principal Balance of such REMIC 1 Regular Interest and (y) the denominator of which is the aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests.

Paying Agent : The Trustee or any successor Paying Agent appointed by the Trustee.

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.

Periodic Rate Cap : With respect to each Adjustable Rate Mortgage Loan, the maximum adjustment that can be made to the Mortgage Interest Rate on each Interest Adjustment Date in accordance with its terms, regardless of changes in the applicable Index.

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 Trustee 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 Trustee 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;

(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 Trustee 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 Master Servicer or the Trustee or any of 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 Trustee 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 a Servicer or Master Servicer but not yet deposited in the Master Servicer Collection Account) may be invested in investments (other than money market funds) treated as equity interests for Federal income tax purposes, unless such Servicer and/or the Trustee shall receive an Opinion of Counsel acceptable to such Servicer and/or the Trustee, 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 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 Trustee 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.

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

Prepayment Charges : Any prepayment premium, fee or charge payable by a Mortgagor in connection with any Principal Prepayment 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 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 1 ^st 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 last day of the month in which such Distribution Date occurs.

Primary Mortgage Insurance Policy : Any primary mortgage guaranty insurance policy issued in connection with a Mortgage Loan which provides compensation to a Mortgage Note holder in the event of default by the obligor under such Mortgage Note or the related Security Instrument, if any or any replacement policy therefor through the related Interest Accrual Period for such Class relating to a Distribution Date.

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.

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) all Principal Prepayments collected in the related Prepayment Period, (3) the Stated Principal Balance of each Mortgage Loan that was purchased by the Depositor or a 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 balance of any 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) all other amounts reimbursable to the Master Servicer, Securities Administrator, any Servicer and the Trustee pursuant to this Agreement and allocable to principal.

Principal Prepayment : Any payment (whether partial or full) or other recovery of principal on a Mortgage Loan which is received in advance of its scheduled Due Date to the extent that it 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, including Insurance Proceeds and Repurchase Proceeds, but excluding the principal portion of Liquidation Proceeds.

Principal Prepayment in Full : Any Principal Prepayment made by a Mortgagor of the entire unpaid principal balance of the Mortgage Loan.

Principal Remittance Amount : With respect to each Distribution Date, the sum of the amounts listed in clauses (1) through (7) of the definition of Principal Funds.

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

Protected Account : An account established and maintained for the benefit of Certificateholders by a Servicer with respect to the Mortgage Loans and with respect to REO Property pursuant to the related Servicing Agreement. The Protected Account shall be an Eligible Account.

PUD : A Planned Unit Development.

Purchase Price : With respect to any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03 or 10.01, and as confirmed by an Officers’ Certificate from the Master Servicer to the Trustee, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof as of the date of purchase (or such other price as provided in Section 10.01), (ii) accrued interest on such Stated Principal Balance at the applicable Mortgage Interest Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the related Servicer or Master Servicer, which payment or advance had as of the date of purchase been distributed to Certificateholders, through the end of the calendar month in which the purchase is to be effected less any unreimbursed Monthly Advances and any unpaid Servicing Fees payable to the purchaser of the Mortgage Loan and (iii) any costs and damages incurred by the Trust in connection with any violation by such Mortgage Loan or REO Property of any predatory or abusive-lending law.

Radian : Radian Guaranty Inc., a Pennsylvania insurance corporation, or its successor in interest.

Rating Agency : Each of S&P and 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.

Realized Loss : With respect to a Liquidated Mortgage Loan, the amount by which the remaining unpaid principal balance of the Mortgage Loan exceeds the amount of Liquidation Proceeds applied to the principal balance of the related Mortgage Loan. To the extent the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are applied to reduce the Class Certificate Balance of any Class of Certificates on any Distribution Date.

Record Date : With respect to any Distribution Date, the close of business on the Business Day immediately preceding the related Distribution Date (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 Trustee with the consent of the NIMs Insurer which are engaged in transactions in Eurodollar deposits in the international Eurocurrency market (i) with an established place of business in London, England and (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 Servicer.

Refinanced Mortgage Loan : A Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property.

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

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 any of (or, as the context requires, all of) REMIC 1 and REMIC 2.

REMIC 1 : As described in the Preliminary Statement and Section 2.08.

REMIC 1 Interest Loss Allocation Amount : With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests (other than REMIC 1 Regular Interests I-SUB, I-GRP, II-SUB, II-GRP and XX) then outstanding and (ii) the REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest AA minus the Marker Rate divided by (b) 12.

REMIC 1 Marker Allocation Percentage : 50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC 1 Regular Interest AA, REMIC 1 Regular Interest I-A-1, REMIC 1 Regular Interest I-A-2, REMIC 1 Regular Interest II-A-1, REMIC 1 Regular Interest II-A-2, REMIC 1 Regular Interest II-A-3, REMIC 1 Regular Interest II-A-4, REMIC 1 Regular Interest M-1, REMIC 1 Regular Interest M-2, REMIC 1 Regular Interest B-1, REMIC 1 Regular Interest B-2, REMIC 1 Regular Interest B-3, REMIC 1 Regular Interest R-2 and REMIC 1 Regular Interest ZZ.

REMIC 1 Overcollateralized Amount : With respect to any date of determination, (i) 1% of the aggregate Uncertificated Principal Balances of the REMIC 1 Regular Interests minus (ii) the aggregate Uncertificated Principal Balances of the REMIC 1 Regular Interests (other than REMIC 1 Regular Interests AA, ZZ, I-SUB, I-GRP, II-SUB, II-GRP and XX), in each case as of such date of determination.

REMIC 1 Pass-Through Rate : With respect to any Distribution Date and any REMIC 1 Regular Interest (other than REMIC 1 Regular Interest I-GRP and II-GRP), a per annum rate equal to the rate specified in the definition of Net Rate. With respect to REMIC 1 Regular Interest I-GRP, a per annum rate equal to the weighted average of the pass-through rates on the Group I Mortgage Loans, weighed on the basis of the principal balance of such Mortgage Loans. With respect to REMIC 1 Regular Interest II-GRP, a per annum rate equal to the weighted average of the pass-through rates on the Group II Mortgage Loans, weighed on the basis of the principal balance of such Mortgage Loans.

REMIC 1 Principal Loss Allocation Amount : With respect to any Distribution Date, an amount equal to the product of (i) 0.50% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the Uncertificated Principal Balances of REMIC 1 Regular Interests I-A-1, I-A-2, II-A-1, II-A-2, II-A-3, II-A-4, M-1, M-2, B-1, B-2, B-3, and R-2 and the denominator of which is the sum of the Uncertificated Principal Balances of REMIC 1 Regular Interests I-A-1, I-A-2, II-A-1, II-A-2, II-A-3, II-A-4, M-1, M-2, B-1, B-2, B-3, R-2 and ZZ.

REMIC 1 Regular Interests : REMIC 1 Regular Interest AA, REMIC 1 Regular Interest I-A-1, REMIC 1 Regular Interest I-A-2, REMIC 1 Regular Interest II-A-1, REMIC 1 Regular Interest II-A-2, REMIC 1 Regular Interest II-A-3, REMIC 1 Regular Interest II-A-4, REMIC 1 Regular Interest M-1, REMIC 1 Regular Interest M-2, REMIC 1 Regular Interest B-1, REMIC 1 Regular Interest B-2, REMIC 1 Regular Interest B-3, REMIC 1 Regular Interest P, REMIC 1 Regular Interest I-SUB, REMIC 1 Regular Interest I-GRP, REMIC 1 Regular Interest II-SUB, REMIC 1 Regular Interest II-GRP, REMIC 1 Regular Interest XX, REMIC 1 Regular Interest R-2 and REMIC 1 Regular Interest ZZ.

REMIC 1 Regular Interest AA : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest I-A-1 : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest I-A-2 : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest II-A-1 : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest II-A-2 : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest II-A-3 : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest II-A-4 : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest M-1 : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest M-2 : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest B-1 : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest B-2 : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest B-3 : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest I-SUB : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest I-GRP : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest II-SUB : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest II-GRP : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest P : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance and is not entitled to distributions of interest.

REMIC 1 Regular Interest R-2 : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest ZZ : A regular interest in REMIC 1 that is held as an asset of REMIC 2, that has an initial principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related REMIC 1 Pass-Through Rate, and that has such other terms as are described herein.

REMIC 1 Regular Interest ZZ Maximum Interest Deferral Amount : With respect to any Distribution Date, the excess of (i) Uncertificated Accrued Interest calculated with the REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest ZZ and an Uncertificated Principal Balance equal to the excess of (x) the Uncertificated Principal Balance of REMIC 1 Regular Interest ZZ over (y) the REMIC 1 Overcollateralized Amount, in each case for such Distribution Date, over (ii) the sum of Uncertificated Accrued Interest on the REMIC 1 Regular Interests (other than REMIC 1 Regular Interests AA, ZZ, I-SUB, I-GRP, II-SUB, II-GRP and XX), with the rate on each such REMIC 1 Regular Interest subject to a cap equal to the Pass-Through Rate for the Corresponding Class for the purpose of this calculation.

REMIC 1 Required Overcollateralization Amount : 0.50% of the required Overcollateralization Amount.

REMIC 1 Sub WAC Allocation Percentage : 50% of any amount payable or loss attributable from the Mortgage Loans, which shall be allocated to REMIC 1 Regular Interest I-SUB, REMIC 1 Regular Interest I-GRP, REMIC 1 Regular Interest II-SUB, REMIC 1 Regular Interest II-GRP and REMIC 1 Regular Interest XX.

REMIC 1 Subordinated Balance Ratio : The ratio among the Uncertificated Principal Balances of each REMIC 1 Regular Interest ending with the designation “SUB,”, equal to the ratio between, with respect to each such REMIC 1 Regular Interest, the excess of (x) the aggregate Stated Principal Balance of the Group I Mortgage Loans or Group II Mortgage Loans, as applicable over (y) the current Certificate Principal Balance of related Class A Certificates.

REMIC 2 : As described in the Preliminary Statement and Section 2.08.

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 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.

REO Property : A Mortgaged Property acquired by a Servicer or Master Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section 3.23 in connection with a defaulted Mortgage Loan.

Repurchase Proceeds : The repurchase price in connection with any repurchase of a Mortgage Loan by the Seller and any cash deposit in connection with the substitution of a Mortgage Loan.

Request for Release : The Request for Release of Documents submitted by a Servicer to the Custodian and the Trustee, substantially in the form of Exhibit D hereto.

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

Distribution Date Occurring In	Class A-1 Required Loss Percentage
September 2008 – August 2009	1. 0.75% with respect to September 2008, plus an additional 1/12th of 0.25% for each month thereafter
September 2009 – August 2010	2. 1.00% with respect to September 2009, plus an additional 1/12th of 0.25% for each month thereafter
September 2010 – August 2011	3. 1.25% with respect to September 2010, plus an additional 1/12th of 0.15% for each month thereafter
September 2011 and thereafter	4. 1.40%

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 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.

Responsible Officer : Any officer assigned to the Corporate Trust Office (or any successor thereto), including any Vice President, Assistant Vice President, Trust Officer, any Assistant Secretary, any trust officer or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and having direct responsibility for the administration of this Agreement, and any other officer of the Trustee to whom a matter arising hereunder may be referred.

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.

Rule 144A Letter : The certificate to be furnished by each purchaser of a Private Certificate (which is also a Physical Certificate) which is a Qualified Institutional Buyer as defined under Rule 144A promulgated under the Securities Act, substantially in the form set forth as Exhibit F-3 hereto.

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

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.

Scheduled Principal : The principal portion of any Scheduled Payment.

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 its successor in interest.

Security Instrument : A written instrument creating a valid first lien on a Mortgaged Property securing a Mortgage Note, which may be any applicable form of mortgage, deed of trust, deed to secure debt or security deed, including any riders or addenda thereto.

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

Servicers : Any of GreenPoint, GMAC or Wells Fargo.

Servicer Remittance Date : With respect to any Distribution Date, the 18th day of each month, commencing on the eighteenth day of the month next following the month in which the related Cut-off Date occurs, or if such 18 ^th day is not a Business Day, the first Business Day immediately following such 18 ^th day.

Servicing Advances : All customary, reasonable and necessary “out-of-pocket” costs and expenses incurred by a Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) preservation, restoration, protection and repair of a Mortgaged Property or Cooperative Unit, as applicable, (ii) any enforcement or judicial proceedings with respect to a Mortgage Loan, including foreclosure actions and (iii) the management and liquidation of REO Property.

Servicing Agreements : Any of the GreenPoint Servicing Agreement, the GMAC Servicing Agreement and the Wells Fargo Servicing Agreement.

Servicing Fee : As to any Mortgage Loan and Distribution Date, an amount equal to the product of (i) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the preceding calendar month and (ii) one-twelfth of the Servicing Fee Rate.

Servicing Fee Rate : With respect to the 2/28 LIBOR Loans, 3/27 LIBOR Loans, 5/25 LIBOR Loans, 7/23 LIBOR Loans and 10/20 LIBOR Loans serviced by GreenPoint, 0.250% per annum, with respect to the One-Month LIBOR Loans, the Six-Month LIBOR Loans and the One-Year LIBOR Loans serviced by GreenPoint, 0.375% per annum, with respect to Mortgage Loans serviced by GMAC, 0.375% per annum, and with respect to the Mortgage Loans serviced by Wells Fargo, 0.250% per annum.

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

Startup Day : August 30, 2005.

Stated Principal Balance : With respect to a Mortgage Loan and any Distribution Date, the amount equal to the outstanding principal balance as of the Cut-off Date, after giving effect to Scheduled Payments due on or before that date, reduced by (1) the principal portion of all Scheduled Payments due on or before the Due Date in the Due Period immediately preceding such Distribution Date, whether or not received, and (2) all amounts allocable to unscheduled

principal payments received on or before the last day of the Prepayment Period immediately preceding such Distribution Date.

Stepdown Date : The later to occur of (1) the Distribution Date in September 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) 83.20% of the Stated Principal Balances of the Mortgage Loans as of such Distribution Date.

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

Subsequent Recoveries : Any amount recovered by a Servicer or the Master Servicer (net of reimbursable expenses) with respect to a Liquidated Mortgage Loan with respect to which a Realized Loss was incurred after the liquidation or disposition of such Mortgage Loan.

Substitute Mortgage Loan : A mortgage loan tendered to the Trustee pursuant to the related Servicing Agreement, the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, in each case, (i) which has an Outstanding Principal Balance not greater nor materially less than the Mortgage Loan for which it is to be substituted; (ii) which has a Mortgage Interest Rate and Net Rate not less than, and not materially greater than, such Mortgage Loan; (iii) which has a maturity date not materially earlier or later than such Mortgage Loan and not later than the latest maturity date of any Mortgage Loan; (iv) which is of the same property type and occupancy type as such Mortgage Loan; (v) which has a Loan-to-Value Ratio not greater than the Loan-to-Value Ratio of such Mortgage Loan; (vi) which is current in payment of principal and interest as of the date of substitution; (vii) as to which the payment terms do not vary in any material respect from the payment terms of the Mortgage Loan for which it is to be substituted and (viii) which has a Gross Margin, Periodic Rate Cap and Maximum Lifetime Mortgage Rate no less than those of such Mortgage Loan, has the same Index and interval between Interest Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime Mortgage Rate no lower than that of such Mortgage Loan.

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.

Transferor : Any originator of a Mortgage Loan.

Trigger Event : The situation that exists with respect to any Distribution Date on or after September 2008, if (a) the quotient of (1) the aggregate Stated Principal Balance of all Mortgage Loans 60 or more days delinquent, measured on a rolling three-month basis (including Mortgage Loans in foreclosure, REO Properties and Mortgage Loans with respect to which the applicable mortgagor is in bankruptcy) and (2) the aggregate Stated Principal Balance of all the Mortgage Loans as of the preceding Servicer Remittance Date, equals or exceeds the product of (i) 31.00% and (ii) the Required Percentage or (b) the quotient (expressed as a percentage) of (1) the aggregate amount of Realized Losses incurred from the Cut-off Date through the last day of the calendar month preceding such Distribution Date and (2) the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds the Required Loss Percentage.

Trust Fund : The corpus of the trust (the “Merrill Lynch Mortgage Investors Trust, Series 2005-A6”) 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 Master Servicer Collection Account; (ii) the Master Servicer Collection Account and the Distribution 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 (including,

without limitation the MI Policies); (v) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid property; and (vi) the Cap Contract and Cap Contract Account.

Trustee : Wachovia Bank, National Association, or its successor in interest, or any successor trustee appointed as herein provided.

Uncertificated Accrued Interest : With respect to any REMIC 1 Regular Interest for any Distribution Date, one month’s interest at the related REMIC 1 Pass-Through Rate for such Distribution Date, accrued on the Uncertificated Principal Balance immediately prior to such Distribution Date. Uncertificated Accrued Interest for each of the REMIC 1 Regular Interests shall accrue on the basis of a 360-day year consisting of twelve 30-day months. For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC 1 Regular Interests for any Distribution Date, any Prepayment Interest Shortfalls for any Distribution Date shall be allocated first, to Uncertificated Accrued Interest payable to REMIC 1 Regular Interest AA and REMIC 1 Regular Interest ZZ up to an aggregate amount equal to the REMIC 1 Interest Loss Allocation Amount, 98% and 2%, respectively, and thereafter any remaining Prepayment Interest relating to the Mortgage Loans for any Distribution Date shall be allocated among the REMIC 1 Regular Interests, pro rata based on, and to the extent of, Uncertificated Accrued Interest, as calculated without application of this sentence.

Uncertificated Notional Amount : With respect to the Class C Certificates and any Distribution Date, an amount equal to the aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests for such Distribution Date.

Uncertificated Principal Balance : The principal amount of any REMIC 1 Regular Interest outstanding as of any date of determination. The Uncertificated Principal Balance of each REMIC 1 Regular Interest shall be reduced by all distributions of principal made on such REMIC 1 Regular Interest, as applicable, on such Distribution Date and, if and to the extent necessary and appropriate, shall be further reduced in such Distribution Date by Realized Losses. The Uncertificated Principal Balance of each REMIC 1 Regular Interest shall never be less than zero.

With respect to the Class C Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balances of the REMIC 1 Regular Interests over (B) the then aggregate Certificate Principal Balances of the Class A Certificates, the Class M Certificates, the Class B Certificates and Class R-2 Interest then outstanding.

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

USAP Report : A report in compliance with the Uniform Single Attestation Program for Mortgage Bankers delivered in accordance with Section 3.17.

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 Certificates and Class P Certificates will be allocated all of the remaining voting rights. Voting Rights will be allocated among the Certificates of each such Class in accordance with their respective Percentage Interests.

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

Wells Fargo Servicing Agreement : The Seller’s Warranties and Servicing Agreement dated as of March 1, 2005 between Merrill Lynch Mortgage Lending, Inc. and Wells Fargo.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

REPRESENTATIONS AND WARRANTIES

SECTION 2.01

Conveyance of Mortgage Loans .

(a) The Depositor concurrently with the execution and delivery of this Agreement, sells, transfers and assigns to the Trust without recourse all its right, title and interest in and to (i) the Mortgage Loans identified in the Mortgage Loan Schedule, including all interest and principal due with respect to the Mortgage Loans after the Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date; (ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the Master Servicer Collection Account, (iii) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in Protected Accounts, the Master Servicer in the Master Servicer Collection Account and the Trustee in the Distribution Account for the benefit of the Trustee on behalf of the Regular Certificateholders, (iv) any REO Property, (v) the Required Insurance Policies and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a), (vii) the rights with respect to the Servicing Agreements as assigned to the Depositor on behalf of the Certificateholders by the Assignment Agreements and (viii) any proceeds of the foregoing. Although it is the intent of the parties to this Agreement that the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans and other assets in the Trust Fund pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, it is the intent of the parties to this Agreement that the Depositor shall be deemed to have granted to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in, to and under the Mortgage Loans and other assets in the Trust Fund, and that this Agreement shall constitute a security agreement under applicable law.

(b) In connection with the above transfer and assignment, the Depositor hereby deposits with the Trustee or the Custodian, as its agent, the following documents or instruments (I) with respect to each Mortgage Loan, other than a Cooperative Loan:

(i) the original Mortgage Note, endorsed in the following form: “Pay to the order of Wachovia Bank, National Association, as Trustee for the registered holders of the Merrill Lynch Mortgage Investors, Inc., Mortgage Pass-Through Certificates, Series 2005-A6, without recourse,” with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee;

(ii) the original recorded Mortgage or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;

(iii) an original Assignment of the Mortgage executed in the following form: “Wachovia Bank, National Association, as Trustee for the registered holders of the Merrill Lynch Mortgage Investors, Inc., Mortgage Pass-Through Certificates, Series 2005-A6.

(iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee as contemplated by the immediately preceding clause (iii), if applicable and only to the extent available to the Depositor with evidence of recording thereon;

(v) the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, if any;

(vi)	the original of any guarantee executed in connection with the Mortgage Note;

(vii)

the original mortgagee title insurance policy;

(viii) the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; and

(ix)	the original power of attorney, if applicable;

and (II) with respect to each Mortgage Loan that is a Cooperative Loan:

(ii)	the original duly executed assignment of Security Agreement to the Trustee;

(iii) the acknowledgment copy of the original executed Form UCC-1 (or certified copy thereof) with respect to the Security Agreement, and any required continuation statements;

(iv) the acknowledgment copy of the original executed Form UCC-3 with respect to the Security Agreement, indicating the Trustee as the assignee of the secured party;

(v) the stock certificate representing the Cooperative Assets allocated to the cooperative unit, with a stock power in blank attached;

(vi)	the original collateral assignment of the proprietary lease by Mortgagor to the originator;
(vii)	a copy of the recognition agreement;

(viii) if applicable and to the extent available, the original intervening assignments, including warehousing assignments, if any, showing, to the extent available, an unbroken chain of the related Mortgage Loan to the Trustee, together with a copy of the related Form UCC-3 with evidence of filing thereon; and

(ix)	the originals of each assumption, modification or substitution agreement, if any, relating to the Mortgage Loan;

provided, however, that in lieu of the foregoing, the Depositor may deliver the following documents, under the circumstances set forth below: (w) the Depositor may deliver a Mortgage Note pursuant to clauses (b)(I)(i) and (b)(II)(i) endorsed in blank, provided that the endorsement is completed within 60 days of the Closing Date; (x) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will, upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned to the Depositor in time to permit their delivery as specified above, the Depositor may deliver a true copy thereof with a certification by the Depositor on the face of such copy, substantially as follows: “Certified to be a true and correct copy of the original, which has been transmitted for recording” and (y) in lieu of the Mortgage, assignment to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents (as evidenced by a certification from the Depositor or the Master Servicer, to such effect) the Depositor may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and provided, further, however, that in the case of Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, may deliver to the Trustee a certification to such effect and shall deposit all amounts paid in respect of such Mortgage Loans in the Distribution Account on the Closing Date. The Depositor shall deliver such original documents (including any original documents as to which certified

copies had previously been delivered) to the Trustee promptly after they are received. The Depositor shall cause, at its expense, the assignment of the Mortgage to the Trustee to be recorded not later than 180 days after the Closing Date, unless such recordation is not required by the Rating Agencies or an Opinion of Counsel has been provided as set forth below in this Section 2.01. With respect to the Cooperative Loans, the Depositor will, promptly after the Closing Date, cause the related financing statements (if not yet filed) and an assignment thereof from the Depositor to the Trustee to be filed in the appropriate offices. The Depositor need not cause to be recorded any assignment in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Depositor to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan; provided, however, notwithstanding the delivery of any Opinion of Counsel, each assignment shall be submitted for recording by the Depositor in the manner described above, at no expense to the Trust Fund, the Trustee or the Custodian, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of the Trust Fund, (ii) the occurrence of an Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Depositor, (iv) the occurrence of a servicing transfer as described in Section 8.02 hereof and (v) with respect to any one assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Depositor fails to pay the cost of recording the assignments, such expense will be paid by the Trustee and the Trustee shall be reimbursed for such expenses by the Trust Fund in accordance with Section 9.05.

If any original Mortgage Note referred to in Section 2.01(b)(I)(i) or 2.01 (b)(II)(i) above cannot be located, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon delivery to the Trustee of a photocopy of such Mortgage Note, if available, with a lost note affidavit. If any of the original Mortgage Notes for which a lost note affidavit was delivered to the Trustee is subsequently located, such original Mortgage Note shall be delivered to the Trustee within three Business Days.

(c) The parties hereto agree that it is not intended that any mortgage loan be included in the Trust that is either (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a “High-Cost Home Loan” as defined by the Indiana High Cost Home Loan Law effective January 1, 2005.

SECTION 2.02

Acceptance of Mortgage Loans by Trustee .

(a) The Trustee acknowledges the sale, transfer and assignment of the Trust to it by the Depositor and its receipt thereof, subject to further review and the exceptions which may be noted pursuant to the procedures described below, and declares that it, or the Custodian on its behalf, holds the documents (or certified copies thereof) delivered to it pursuant to Section 2.01, and declares that it will continue to hold those documents and any amendments, replacements or supplements thereto and all other assets of the Trust Fund delivered to it as Trustee in trust for the use and benefit of all present and future Holders of the Certificates and the NIMs Insurer, if any. On or before the Closing Date (or, with respect to any Substitute Mortgage Loan, within five Business Days after the receipt by the Trustee or Custodian thereof), the Trustee agrees, for the benefit of the Certificateholders and the NIMs Insurer, if any, to review or cause to be reviewed by the Custodian on its behalf (under the Custodial Agreement), each Mortgage File delivered to it and to execute and deliver, or cause to be executed and delivered, to the Depositor and the NIMs Insurer, if any, on the Closing Date an Initial Certification. In conducting such review, the Trustee or Custodian will certify as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(b)(I)(iii)) required to be delivered to it pursuant to this Agreement are in its possession, provided that with respect to the documents described in Section 2.01(b)(I)(v), (vi), (viii) and (ix) and 2.01(b)(II)(viii) and (ix) to the extent the Trustee or the Custodian on its behalf has actual knowledge that such documents exist, (ii) such documents have been reviewed by it and are not torn, mutilated, defaced or otherwise altered (except if initialed by the obligor) and appear to relate on their face to such Mortgage Loan, (iii) based on its

examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule corresponding to the loan number for the Mortgage Loan, the Mortgagor’s name, including the street address but excluding the zip code, the Mortgage Interest Rate and the original principal balance of the Mortgage Loan accurately reflects information set forth in the Mortgage File, (iv) with respect to Mortgage Loans with a Mortgage Interest Rate subject to adjustment, the Gross Margin and the lifetime cap and the periodic cap for such Mortgage Loan and (v) the Cap Contract (a form of which is attached hereto as Exhibit L). In performing any such review, the Trustee, or the Custodian, as its agent, may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. Notwithstanding anything to the contrary in this Agreement, it is herein acknowledged that, in conducting such review, the Trustee or the Custodian on its behalf is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the represented purpose or whether they have actually been recorded or that they are other than what they purport to be on their face, or to determine whether any Person executing any documents is authorized to do so or whether any signature is genuine. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Seller and the NIMs Insurer, if any. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within ninety (90) days from the date of notice from the Trustee or the Custodian, as its agent, of the defect and if the Seller fails to correct or cure the defect within such period, and such defect materially and adversely affects the interests of the Certificateholders in the related Mortgage Loan, the Trustee, shall enforce the Seller’s obligation pursuant to the Mortgage Loan Purchase Agreement, within 90 days from the Trustee’s or the Custodian’s notification, to purchase such Mortgage Loan at the Purchase Price; provided that, if such defect would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from the date such breach was discovered; provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy because the originals of such documents, or a certified copy have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date. The foregoing repurchase obligation shall not apply in the event that the Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, a certificate confirming that such documents have been accepted for recording, and delivery to the Trustee or the Custodian, as its agent, shall be effected by the Seller within thirty days of its receipt of the original recorded document.

(b) No later than 180 days after the Closing Date, the Trustee or the Custodian, as its agent, will review, for the benefit of the Certificateholders and the NIMs Insurer, if any, the Mortgage Files delivered to it and will execute and deliver or cause to be executed and delivered to the Depositor a Final Certification. In conducting such review, the Trustee or the Custodian, as its agent, will certify as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), that (i) all documents constituting part of such Mortgage File (other than such documents described in Section 2.01(b)(I)(v) and (ix)) required to be delivered to it pursuant to this Agreement are in its possession, provided that with respect to the documents described in Section 2.01(b)(I)(v), (vi), (viii) and (ix) and 2.01(b)(II)(viii) and (ix) to the extent the Trustee or the Custodian on its behalf has actual knowledge that such documents exist, (ii) such documents have been reviewed by it and are not torn, mutilated, defaced or otherwise altered (except if initialed by the obligor) and appear regular on their face and relate to such Mortgage Loan, (iii) based on its examination and only as to the foregoing, the information set forth in the Mortgage Loan Schedule corresponding to the loan number for the Mortgage Loan, the Mortgagor’s name, including the street address but excluding the zip code, the Mortgage Interest Rate and the original principal balance of the Mortgage Loan accurately reflects information set forth in the Mortgage File. In performing any such review, the Trustee, or the Custodian, as its agent, may conclusively rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. Notwithstanding anything to the contrary in this Agreement, it is herein acknowledged that, in conducting such review, the Trustee or the Custodian on its behalf is under no duty or obligation (i) to inspect, review or examine any such

documents, instruments, certificates or other papers to determine whether they are genuine, enforceable, or appropriate for the represented purpose or whether they have actually been recorded or that they are other than what they purport to be on their face, or to determine whether any Person executing any documents is authorized to do so or whether any signature is genuine. If the Trustee or the Custodian, as its agent, finds any document constituting part of the Mortgage File not to have been executed or received, or to be unrelated to the Mortgage Loans identified in Exhibit B or to appear to be defective on its face, the Trustee or the Custodian, as its agent, shall promptly notify the Seller and the NIMs Insurer, if any. In accordance with the Mortgage Loan Purchase Agreement, the Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee of the defect and if the Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Certificateholders or the NIMs Insurer, if any, in the related Mortgage Loan, the Trustee shall enforce the Seller’s obligation under the Mortgage Loan Purchase Agreement to purchase such Mortgage Loan at the Purchase Price, provided, however, that if such defect relates solely to the inability of the Seller to deliver the original Security Instrument or intervening assignments thereof, or a certified copy, because the originals of such documents or a certified copy, have not been returned by the applicable jurisdiction, the Seller shall not be required to purchase such Mortgage Loan, if the Seller delivers such original documents or certified copy promptly upon receipt, but in no event later than 360 days after the Closing Date.

(c) In the event that a Mortgage Loan is purchased by the Seller in accordance with Subsections 2.02(a) or (b) above, the Seller shall remit to the Master Servicer the Purchase Price for deposit in the Master Servicer Collection Account and the Seller shall provide to the Trustee written notification detailing the components of the Purchase Price. Upon deposit of the Purchase Price in the Master Servicer Collection Account, the Depositor shall notify the Trustee and the Custodian and the Trustee or the Custodian, as its agent (upon receipt of a Request for Release in the form of Exhibit D attached hereto with respect to such Mortgage Loan), shall release to the Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment, without recourse, furnished to it by the Seller as are necessary to vest in the Seller title to and rights under the Mortgage Loan. Such purchase shall be deemed to have occurred on the date on which the Purchase Price in available funds is received by the Trustee. The Trustee shall amend the Mortgage Loan Schedule, which was previously delivered to it by Depositor in a form agreed to between the Depositor and the Trustee, to reflect such repurchase and shall promptly notify the Rating Agencies and the Master Servicer of such amendment. The obligation of the Seller to repurchase any Mortgage Loan as to which such a defect in a constituent document exists shall be the sole remedy respecting such defect available to the Certificateholders or to the Trustee on their behalf.

SECTION 2.03

Assignment of Interest in the Mortgage Loan Purchase Agreement .

(a) The Depositor hereby assigns to the Trustee, on behalf of the Certificateholders and the NIMs Insurer, all of its right, title and interest in the Mortgage Loan Purchase Agreement, including but not limited to Depositor’s rights and obligations pursuant to the Servicing Agreements (noting that the Seller has retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee’s and the Certificateholders’ sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. With respect to the representations and warranties described in the Mortgage Loan Purchase Agreement which are made to the best of the Seller’s knowledge, if it is discovered by any of the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty, such inaccuracy shall be deemed a breach of the applicable representation and warranty.

(b) If the Depositor, the Master Servicer, Securities Administrator, the NIMs Insurer or the Trustee discovers a breach of any of the representations and warranties set forth in the Mortgage Loan Purchase Agreement, which breach

materially and adversely affects the value of the interests of Certificateholders, the NIMs Insurer or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Purchase Price, any excess of the Purchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Purchase Price, any excess shall be paid to the Seller to the extent not required by law to be paid to the borrower.) Any such purchase by the Seller shall be made by providing an amount equal to the Purchase Price to the Master Servicer for deposit in the Master Servicer Collection Account and written notification detailing the components of such Purchase Price. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Purchase Price in available funds is received by the Trustee. The Trustee or the Master Servicer shall amend the Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Purchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders, the NIMs Insurer or the Trustee on their behalf.

SECTION 2.04 Substitution of Mortgage Loans . Notwithstanding anything to the contrary in this Agreement, in lieu of purchasing a Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement or Sections 2.02 or 2.03 of this Agreement, the Seller may, no later than the date by which such purchase by the Seller would otherwise be required, tender to the Trustee a Substitute Mortgage Loan accompanied by a certificate of an authorized officer of the Seller that such Substitute Mortgage Loan conforms to the requirements set forth in the definition of “Substitute Mortgage Loan” in the Mortgage Loan Purchase Agreement or this Agreement, as applicable; provided, however, that substitution pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, in lieu of purchase shall not be permitted after the termination of the two-year period beginning on the Startup Day; provided, further, that if the breach would cause the Mortgage Loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or substitution must occur within 90 days from the date the breach was discovered. The Trustee or the Custodian, as its agent, shall examine the Mortgage File for any Substitute Mortgage Loan in the manner set forth in Section 2.02(a) and the Trustee or the Custodian, as its agent, shall notify the Seller, in writing, within five Business Days after receipt, whether or not the documents relating to the Substitute Mortgage Loan satisfy the requirements of the fourth sentence of Subsection 2.02(a). Within two Business Days after such notification, the Seller shall provide to the Trustee for deposit in the Distribution Account the amount, if any, by which the Outstanding Principal Balance as of the next preceding Due Date of the Mortgage Loan for which substitution is being made, after giving effect to Scheduled Principal due on such date, exceeds the Outstanding Principal Balance as of such date of the Substitute Mortgage Loan, after giving effect to Scheduled Principal due on such date, which amount shall be treated for the purposes of this Agreement as if it were the payment by the Seller of the Purchase Price for the purchase of a Mortgage Loan by the Seller . After such notification to the Seller and, if any such excess exists, upon receipt of such deposit, the Trustee shall accept such Substitute Mortgage Loan which shall thereafter be deemed to be a Mortgage Loan hereunder. In the event of such a substitution, accrued interest on the Substitute Mortgage Loan for the month in which the substitution occurs and any Principal Prepayments made thereon during such month shall be the property of the Trust Fund and accrued interest for such month on the Mortgage Loan for which the substitution is made and any Principal Prepayments made thereon during such month shall be the property of the Seller. The Scheduled Principal on a Substitute Mortgage Loan due on the Due Date in the month of substitution shall be the property of the Seller and the Scheduled Principal on the Mortgage Loan for which the substitution is made due on such Due Date shall be the property of the Trust Fund. Upon acceptance of the

Substitute Mortgage Loan (and delivery to the Trustee or Custodian of a Request for Release for such Mortgage Loan), the Trustee shall release to the Seller the related Mortgage File related to any Mortgage Loan released pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, and shall execute and deliver all instruments of transfer or assignment, without recourse, in form as provided to it as are necessary to vest in the Seller title to and rights under any Mortgage Loan released pursuant to the Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable. The Seller shall deliver the documents related to the Substitute Mortgage Loan in accordance with the provisions of the Mortgage Loan Purchase Agreement or Subsections 2.01(b) and 2.02(b) of this Agreement, as applicable, with the date of acceptance of the Substitute Mortgage Loan deemed to be the Closing Date for purposes of the time periods set forth in those Subsections. The representations and warranties set forth in the Mortgage Loan Purchase Agreement shall be deemed to have been made by the Seller with respect to each Substitute Mortgage Loan as of the date of acceptance of such Mortgage Loan by the Trustee. The Master Servicer shall amend the Mortgage Loan Schedule to reflect such substitution and shall provide a copy of such amended Mortgage Loan Schedule to the Trustee, the NIMs Insurer, if any, and the Rating Agencies.

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 Mortgage Loan shall be made unless the Master Servicer, the Trustee and the NIMs Insurer shall 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.

SECTION 2.05

Issuance of Certificates .

(a) The Trustee acknowledges the assignment to it on behalf of the Trust Fund of the Mortgage Loans and the other assets comprising the Trust Fund and, concurrently therewith, has signed, and countersigned and delivered to the Depositor, in exchange therefor, Certificates in such authorized denominations representing such Percentage Interests as the Depositor has requested. The Trustee agrees that it will hold the Mortgage Loans and such other assets as may from time to time be delivered to it segregated on the books of the Trustee in trust for the benefit of the Certificateholders.

SECTION 2.06 Representations and Warranties Concerning the Depositor . The Depositor hereby represents and warrants to the Trustee, the NIMs Insurer, if any, the Master Servicer and the Securities Administrator as follows:

(i) the Depositor (a) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and (b) is qualified and in good standing as a foreign corporation to do business in each jurisdiction where such qualification is necessary, except where the failure so to qualify would not reasonably be expected to have a material adverse effect on the Depositor’s business as presently conducted or on the Depositor’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(ii) the Depositor has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement;

(iii) the execution and delivery by the Depositor of this Agreement have been duly authorized by all necessary corporate action on the part of the Depositor; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties or the articles of incorporation or by-laws of the Depositor, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on the Depositor’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(iv) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made;

(v) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally);

(vi) there are no actions, suits or proceedings pending or, to the knowledge of the Depositor, threatened against the Depositor, before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of the Depositor will be determined adversely to the Depositor and will if determined adversely to the Depositor materially and adversely affect the Depositor’s ability to enter into this Agreement or perform its obligations under this Agreement; and the Depositor is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement; and

(vii) immediately prior to the transfer and assignment to the Trustee, each Mortgage Note and each Mortgage were not subject to an assignment or pledge, and the Depositor had good and marketable title to and was the sole owner thereof and had full right to transfer and sell such Mortgage Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.

SECTION 2.07 Representations and Warranties Concerning the Master Servicer . Wells Fargo Bank, National Association, in its capacity as Master Servicer and Securities Administrator hereby represents and warrants to the Seller, the Depositor and the Trustee as follows, as of the Closing Date:

(i) It is a national banking association duly formed, validly existing and in good standing under the laws of the United States of America and is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the Master Servicer and the Securities Administrator in any state in which a Mortgaged Property 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 master 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) It 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 its part 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 its legal, valid and binding obligation, enforceable against it in accordance with its terms, except that (a) the enforceability hereof may