Common use of Monitoring of Servicer Clause in Contracts

Monitoring of Servicer. 143 Section 11.03. Fidelity Bond.......................................................... 143 Section 11.04. Power to Act; Procedures............................................... 144 Section 11.05. Documents, Records and Funds in Possession of Master Servicer to Be Held for Trustee.................................................... 144 Section 11.06. Trustee to Retain Possession of Certain Insurance Policies and Documents.............................................................. 145 Section 11.07. Compensation for the Master Servicer and the Securities Administrator.......................................................... 145 Section 11.08. Annual Statement as to Compliance...................................... 145 Section 11.09. Periodic Filings....................................................... 146 Section 11.10. Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls.................................................... 146 EXHIBIT A FORMS OF CERTIFICATES EXHIBIT B-1 MORTGAGE LOAN SCHEDULE - MORTGAGE POOL EXHIBIT B-2 MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS EXHIBIT B-3 MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS EXHIBIT C [RESERVED] EXHIBIT D FORM OF TRUSTEE CERTIFICATION EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT EXHIBIT E-2 FORM OF CLASS R TRANSFEROR'S AFFIDAVIT EXHIBIT F FORM OF TRANSFEROR CERTIFICATE EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) EXHIBIT H FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER) EXHIBIT I FORM OF REQUEST FOR RELEASE EXHIBIT J [RESERVED] EXHIBIT K FORM OF OFFICER'S CERTIFICATE OF TRUSTEE EXHIBIT L FORM OF OFFICER'S CERTIFICATE OF SERVICER EXHIBIT M-1 FORM OF DELINQUENCY REPORT EXHIBIT M-2 FORM OF MONTHLY REMITTANCE ADVICE EXHIBIT M-3 FORM OF REALIZED LOSS REPORT EXHIBIT N-1 CLASS A-1 CAP CONTRACT EXHIBIT N-2 CLASS A-2 CAP CONTRACT EXHIBIT N-3 CLASS A-3/CLASS M CAP CONTRACT EXHIBIT N-4 CLASS B CAP CONTRACT EXHIBIT O-1 ONE-MONTH LIBOR CAP TABLE - CLASS A-1 CAP CONTRACT EXHIBIT O-2 ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT EXHIBIT O-3 ONE MONTH LIBOR CAP TABLE - CLASS A-3/CLASS M CAP CONTRACT EXHIBIT O-4 ONE MONTH LIBOR CAP TABLE - CLASS B CAP CONTRACT EXHIBIT P FORM OF POWER OF ATTORNEY EXHIBIT Q FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE EXHIBIT R FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of [DATE], among XXXXXXX XXXXX MORTGAGE INVESTORS, INC., as depositor (the "Depositor"), [MASTER SERVICER AND SECURITIES ADMINISTRATOR], as master servicer (the "Master Servicer") and securities administrator (the "Securities Administrator"), [SERVICER], as servicer (the "Servicer") and [TRUSTEE], as trustee (the "Trustee"). The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund for federal income tax purposes will consist of (i) two real estate mortgage investment conduits, (ii) the right to receive payments distributable to the Class P Certificates pursuant to Section 4.04(b)(i) hereof, (iii) each Cap Contract and the Cap Contract Account and (iv) the grantor trusts described in Section 2.07 hereof. The Lower Tier REMIC will consist of all of the assets constituting the Trust Fund (other than the assets described in clauses (ii), (iii) and (iv) above and the Lower Tier REMIC Regular Interests) and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Class R Certificate will represent beneficial ownership of the Class LTR Interest and the Residual Interest. The "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the Latest Possible Maturity Date. All covenants and agreements made by the Transferor in the Transfer Agreement, by the Seller in the Sale Agreement and by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, the NIMs Insurer. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Servicer and the Trustee hereby agree as follows:

Monitoring of Servicer. 143 Section 11.03. Fidelity Bond.......................................................... 143 ............................................................... 144 Section 11.04. Power to Act; Procedures............................................... .................................................... 144 Section 11.05. Documents, Records and Funds in Possession of Master Servicer to To Be Held for Trustee.................................................... 144 ................................................................. 145 Section 11.06. Trustee to Retain Possession of Certain Insurance Policies and Documents.............................................................. .... 145 Section 11.07. Compensation for the Master Servicer and the Securities Administrator.......................................................... 145 ....... 146 Section 11.08. Annual Statement as to Compliance...................................... 145 ........................................... 146 Section 11.09. Periodic Filings....................................................... ............................................................ 146 Section 11.10. Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls.................................................... 146 .................................................................. 147 EXHIBIT A FORMS OF CERTIFICATES EXHIBIT B-1 MORTGAGE LOAN SCHEDULE - MORTGAGE POOL EXHIBIT B-2 MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS EXHIBIT B-3 MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS EXHIBIT C [RESERVED] SCHEDULE OF MORTGAGE LOANS WITH NO PREPAYMENT ENFORCEMENT EXHIBIT D FORM OF TRUSTEE CERTIFICATION EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT EXHIBIT E-2 FORM OF CLASS R TRANSFEROR'S AFFIDAVIT EXHIBIT F FORM OF TRANSFEROR CERTIFICATE EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) EXHIBIT H FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER) EXHIBIT I FORM OF REQUEST FOR RELEASE EXHIBIT J [RESERVED] EXHIBIT K FORM OF OFFICER'S CERTIFICATE OF TRUSTEE EXHIBIT L FORM OF OFFICER'S CERTIFICATE OF SERVICER EXHIBIT M-1 FORM OF DELINQUENCY REPORT EXHIBIT M-2 FORM OF MONTHLY REMITTANCE ADVICE EXHIBIT M-3 FORM OF REALIZED LOSS REPORT EXHIBIT N-1 CLASS A-1 N FORM OF CAP CONTRACT EXHIBIT N-2 CLASS A-2 CAP CONTRACT EXHIBIT N-3 CLASS A-3/CLASS M CAP CONTRACT EXHIBIT N-4 CLASS B CAP CONTRACT EXHIBIT O-1 O ONE-MONTH LIBOR CAP TABLE - CLASS A-1 CAP CONTRACT EXHIBIT O-2 ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT EXHIBIT O-3 ONE MONTH LIBOR CAP TABLE - CLASS A-3/CLASS M CAP CONTRACT EXHIBIT O-4 ONE MONTH LIBOR CAP TABLE - CLASS B CAP CONTRACT EXHIBIT P FORM OF POWER OF ATTORNEY EXHIBIT Q FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE EXHIBIT R FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of [DATE]January 1, 2005, among XXXXXXX XXXXX MORTGAGE INVESTORS, INC., a Delaware corporation, as depositor (the "Depositor"), [MASTER SERVICER AND SECURITIES ADMINISTRATOR]XXXXX FARGO BANK, N.A, a national banking association, as master servicer (the "Master Servicer") and securities administrator (the "Securities Administrator")Administrator"),WILSHIRE CREDIT CORPORATION, [SERVICER]a Nevada corporation, as servicer (the "Servicer") and [TRUSTEE]DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as trustee (the "Trustee"). The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund for federal income tax purposes will consist of two (i) two real estate mortgage investment conduits, (ii) the right to receive payments distributable to the Class P Certificates pursuant to Section 4.04(b)(i) hereof, (iii) each the Cap Contract and the Cap Contract Account and (iv) the grantor trusts described in Section 2.07 hereof. The Lower Tier REMIC will consist of all of the assets constituting the Trust Fund (other than the assets described in clauses (ii), (iii) and (iv) above and the Lower Tier REMIC Regular Interests) and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Class R Certificate will represent beneficial ownership of the Class LTR Interest and the Residual Interest. The "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the Latest Possible Maturity Date. All covenants and agreements made by the Transferor in the Transfer Agreement, by the Seller in the Sale Agreement and by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, the NIMs Insurer. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Servicer and the Trustee hereby agree as follows:

Monitoring of Servicer. 143 Section SECTION 11.03. Fidelity Bond.......................................................... 143 Section ...................................................................... 144 SECTION 11.04. Power to Act; Procedures............................................... ........................................................... 144 Section SECTION 11.05. Documents, Records and Funds in Possession of Master Servicer to Be Held for Trustee.................................................... 144 Section ............................................................................ 145 SECTION 11.06. Trustee to Retain Possession of Certain Insurance Policies and Documents.............................................................. ........... 145 Section SECTION 11.07. Compensation for the Master Servicer and the Securities Administrator.......................................................... 145 Section .............. 146 SECTION 11.08. Annual Statement as to Compliance...................................... 145 Section .................................................. 146 SECTION 11.09. Periodic Filings....................................................... ................................................................... 146 Section SECTION 11.10. Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls.................................................... 146 ......................................................................... 147 TABLE OF CONTENTS (continued) PAGE EXHIBIT A FORMS OF CERTIFICATES EXHIBIT B-1 MORTGAGE LOAN SCHEDULE - MORTGAGE POOL EXHIBIT B-2 MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS EXHIBIT B-3 MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS EXHIBIT C [RESERVED] EXHIBIT D FORM OF TRUSTEE CERTIFICATION EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT EXHIBIT E-2 FORM OF CLASS R TRANSFEROR'S AFFIDAVIT EXHIBIT F FORM OF TRANSFEROR CERTIFICATE EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) EXHIBIT H FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER) EXHIBIT I FORM OF REQUEST FOR RELEASE EXHIBIT J [RESERVED] EXHIBIT K FORM OF OFFICER'S CERTIFICATE OF TRUSTEE EXHIBIT L FORM OF OFFICER'S CERTIFICATE OF SERVICER EXHIBIT M-1 FORM OF DELINQUENCY REPORT EXHIBIT M-2 FORM OF MONTHLY REMITTANCE ADVICE EXHIBIT M-3 FORM OF REALIZED LOSS REPORT EXHIBIT N-1 FORM OF CLASS A-1 CAP CONTRACT EXHIBIT N-2 FORM OF CLASS A-2 CAP CONTRACT EXHIBIT N-3 FORM OF CLASS A-3/CLASS M CAP CONTRACT EXHIBIT N-4 FORM OF CLASS B CAP CONTRACT EXHIBIT O-1 ONE-MONTH LIBOR CAP TABLE - CLASS A-1 CAP CONTRACT EXHIBIT O-2 ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT EXHIBIT O-3 ONE MONTH LIBOR CAP TABLE - CLASS A-3/CLASS M CAP CONTRACT EXHIBIT O-4 ONE MONTH LIBOR CAP TABLE - CLASS B CAP CONTRACT EXHIBIT P FORM OF POWER OF ATTORNEY EXHIBIT Q FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE EXHIBIT R FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of [DATE]October 1, 2005, among XXXXXXX XXXXX MORTGAGE INVESTORS, INC., a Delaware corporation, as depositor (the "Depositor"), [MASTER SERVICER AND SECURITIES ADMINISTRATOR]XXXXX FARGO BANK, N.A, a national banking association, as master servicer (the "Master Servicer") and securities administrator (the "Securities Administrator"), [SERVICER]XXXXXX LOAN SERVICING LP, a Delaware limited partnership, as servicer (the "Servicer") and [TRUSTEE]HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee"). The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund for federal income tax purposes will consist of (i) two real estate mortgage investment conduits, (ii) the right to receive payments distributable to the Class P Certificates pursuant to Section 4.04(b)(i) hereof, (iii) each Cap Contract and the Cap Contract Account and (iv) the grantor trusts described in Section 2.07 hereof. The Lower Tier REMIC will consist of all of the assets constituting the Trust Fund (other than the assets described in clauses (ii), (iii) and (iv) above and the Lower Tier REMIC Regular Interests) and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Class R Certificate will represent beneficial ownership of the Class LTR Interest and the Residual Interest. The "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the Latest Possible Maturity Date. All covenants and agreements made by the Transferor in the Transfer Agreement, by the Seller in the Sale Agreement and by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, the NIMs Insurer. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Servicer and the Trustee hereby agree as follows:

Monitoring of Servicer. 143 Section SECTION 11.03. Fidelity Bond.......................................................... 143 Section .................................................................................... 144 SECTION 11.04. Power to Act; Procedures............................................... ......................................................................... 144 Section SECTION 11.05. Documents, Records and Funds in Possession of Master Servicer to Be Held for Trustee.................................................... 144 Section ............. 145 SECTION 11.06. Trustee to Retain Possession of Certain Insurance Policies and Documents.............................................................. ......................... 145 Section SECTION 11.07. Compensation for the Master Servicer and the Securities Administrator.......................................................... 145 Section ............................ 146 SECTION 11.08. Annual Statement as to Compliance...................................... 145 Section ................................................................ 146 SECTION 11.09. Periodic Filings....................................................... ................................................................................. 146 Section SECTION 11.10. Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls.................................................... 146 ................... 147 EXHIBIT A FORMS OF CERTIFICATES EXHIBIT B-1 MORTGAGE LOAN SCHEDULE - MORTGAGE POOL EXHIBIT B-2 MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS EXHIBIT B-3 MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS EXHIBIT B-4 MORTGAGE LOAN SCHEDULE - MI MORTGAGE LOANS EXHIBIT C [RESERVED] EXHIBIT D FORM OF TRUSTEE CERTIFICATION EXHIBIT E-1 FORM OF [CLASS R R/CLASS R-X] TRANSFEREE'S LETTER AND AFFIDAVIT EXHIBIT E-2 FORM OF [CLASS R R/CLASS R-X] TRANSFEROR'S AFFIDAVIT EXHIBIT F FORM OF TRANSFEROR CERTIFICATE EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) EXHIBIT H FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER) EXHIBIT I FORM OF REQUEST FOR RELEASE EXHIBIT J [RESERVED] EXHIBIT K FORM OF OFFICER'S CERTIFICATE OF TRUSTEE EXHIBIT L FORM OF OFFICER'S CERTIFICATE OF SERVICER EXHIBIT M-1 FORM OF DELINQUENCY REPORT EXHIBIT M-2 FORM OF MONTHLY REMITTANCE ADVICE EXHIBIT M-3 FORM OF REALIZED LOSS REPORT EXHIBIT N-1 FORM OF CLASS A-1 CAP CONTRACT EXHIBIT N-2 FORM OF CLASS A-2 CAP CONTRACT EXHIBIT N-3 CLASS A-3/CLASS M CAP CONTRACT EXHIBIT N-4 CLASS B FORM OF SUBORDINATE CERTIFICATE CAP CONTRACT EXHIBIT O-1 ONE-MONTH LIBOR CAP TABLE - CLASS A-1 CAP CONTRACT EXHIBIT O-2 ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT EXHIBIT O-3 ONE MONTH LIBOR CAP TABLE - CLASS A-3/CLASS M CAP CONTRACT EXHIBIT O-4 ONE MONTH LIBOR CAP TABLE - CLASS B SUBORDINATE CERTIFICATE CAP CONTRACT EXHIBIT P FORM OF POWER OF ATTORNEY EXHIBIT Q FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE EXHIBIT R FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE EXHIBIT S FORM OF MI POLICY POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of [DATE]December 1, 2005, among XXXXXXX XXXXX MORTGAGE INVESTORS, INC., a Delaware corporation, as depositor (the "Depositor"), [MASTER SERVICER AND SECURITIES ADMINISTRATOR]XXXXX FARGO BANK, N.A, a national banking association, as master servicer (the "Master Servicer") and securities administrator (the "Securities Administrator"), [SERVICER]XXXXXX LOAN SERVICING LP, a Delaware limited partnership, as servicer (the "Servicer") and [TRUSTEE]HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee"). The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund for federal income tax purposes will consist of (i) two ten real estate mortgage investment conduits, (ii) the right to receive payments distributable to the Class P Certificates pursuant to Section 4.04(b)(i) hereof, (iii) each Cap Contract and the Cap Contract Account and (iv) the grantor trusts described in Section 2.07 hereof. The Lower Tier REMIC will consist of all of the assets constituting the Trust Fund (other than the assets described in clauses (ii), (iii) and (iv) above and above, the Lower Tier REMIC Regular Interests, the Class UTM Interests, the Class UTB Interests, and the Class UTC Interest) and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Trustee will hold the Class UTM Interests, the Class UTB Interests and the Class UTC Interest. The M3 REMIC will consist of the Class UTM3 Interest and will be evidenced by the Class M-3 Certificates (which will represent the "regular interest" in the M3 REMIC) and the Class M3R Interest as the single "residual interest" in the M3 REMIC. The M4 REMIC will consist of the Class UTM4 Interest and will be evidenced by the Class M-4 Certificates (which will represent the "regular interest" in the M4 REMIC) and the Class M4R Interest as the single "residual interest" in the M4 REMIC. The M5 REMIC will consist of the Class UTM5 Interest and will be evidenced by the Class M-5 Certificates (which will represent the "regular interest" in the M5 REMIC) and the Class M5R Interest as the single "residual interest" in the M5 REMIC. The M6 REMIC will consist of the Class UTM6 Interest and will be evidenced by the Class M-6 Certificates (which will represent the "regular interest" in the M6 REMIC) and the Class M6R Interest as the single "residual interest" in the M6 REMIC. The B1 REMIC will consist of the Class UTB1 Interest and will be evidenced by the Class B-1 Certificates (which will represent the "regular interest" in the B1 REMIC) and the Class B1R Interest as the single "residual interest" in the B1 REMIC. The B2 REMIC will consist of the Class UTB2 Interest and will be evidenced by the Class B-2 Certificates (which will represent the "regular interest" in the B2 REMIC) and the Class B2R Interest as the single "residual interest" in the B2 REMIC. The B3 REMIC will consist of the Class UTB3 Interest and will be evidenced by the Class B-3 Certificates (which will represent the "regular interest" in the B3 REMIC) and the Class B3R Interest as the single "residual interest" in the B3 REMIC. The C REMIC will consist of the Class UTC Interest and will be evidenced by the Uncertificated Class C Interest (which will represent the "regular interest" in the C REMIC) and the Class CR Interest as the single "residual interest" in the C REMIC. The Class R-X Certificate will represent beneficial ownership of the Class M3R interest, the Class M4R Interest, the Class M5R Interest, the Class M6R Interest, the Class B1R Interest, the Class B2R Interest, the Class B3R Interest and the Class CR Interest. The Class R Certificate will represent beneficial ownership of the Class LTR Interest and the Residual Interest. The "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the Latest Possible Maturity Date. All covenants and agreements made by the Transferor in the Transfer Agreement, by the Seller in the Sale Agreement and by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, the NIMs Insurer. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Servicer and the Trustee hereby agree as follows:

Monitoring of Servicer. 143 Section SECTION 11.03. Fidelity Bond.......................................................... 143 Section ..................................... 144 SECTION 11.04. Power to Act; Procedures............................................... .......................... 144 Section SECTION 11.05. Documents, Records and Funds in Possession of Master Servicer to Be Held for Trustee.................................................... 144 Section ............ 145 SECTION 11.06. Trustee to Retain Possession of Certain Insurance Policies and Documents.............................................................. ............................ 145 Section SECTION 11.07. Compensation for the Master Servicer and the Securities Administrator.......................................................... 145 Section .......................... 146 SECTION 11.08. Annual Statement as to Compliance...................................... 145 Section ................. 146 SECTION 11.09. Periodic Filings....................................................... .................................. 146 Section SECTION 11.10. Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls.................................................... 146 .................... 147 EXHIBIT A FORMS OF CERTIFICATES EXHIBIT B-1 MORTGAGE LOAN SCHEDULE - MORTGAGE POOL EXHIBIT B-2 MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS EXHIBIT B-3 MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS EXHIBIT C [RESERVED] EXHIBIT D FORM OF TRUSTEE INITIAL CERTIFICATION EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT EXHIBIT E-2 FORM OF CLASS R TRANSFEROR'S AFFIDAVIT EXHIBIT F FORM OF TRANSFEROR CERTIFICATE EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) EXHIBIT H FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER) EXHIBIT I FORM OF REQUEST FOR RELEASE EXHIBIT J [RESERVED] EXHIBIT K FORM OF OFFICER'S CERTIFICATE OF TRUSTEE SECURITIES ADMINISTRATOR EXHIBIT L L-1 FORM OF OFFICER'S CERTIFICATE OF SERVICER EXHIBIT L-2 FORM OF OFFICER'S CERTIFICATE OF SPECIAL SERVICER EXHIBIT M-1 FORM OF DELINQUENCY REPORT EXHIBIT M-2 FORM OF MONTHLY REMITTANCE ADVICE EXHIBIT M-3 FORM OF REALIZED LOSS REPORT EXHIBIT N-1 FORM OF CLASS A-1 CAP CONTRACT EXHIBIT N-2 FORM OF CLASS A-2 CAP CONTRACT EXHIBIT N-3 CLASS A-3/CLASS M CAP CONTRACT EXHIBIT N-4 CLASS B FORM OF SUBORDINATED CERTIFICATE CAP CONTRACT EXHIBIT O-1 ONE-MONTH LIBOR CAP TABLE - CLASS A-1 CAP CONTRACT EXHIBIT O-2 ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT EXHIBIT O-3 ONE MONTH LIBOR CAP TABLE - CLASS A-3/CLASS M SUBORDINATED CERTIFICATE CAP CONTRACT EXHIBIT O-4 ONE MONTH LIBOR CAP TABLE - CLASS B CAP CONTRACT EXHIBIT P FORM OF POWER OF ATTORNEY EXHIBIT Q FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE EXHIBIT R FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of [DATE]December 1, 2005, among XXXXXXX XXXXX MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation, as depositor depxxxxxx (the xxx "Depositor"), [MASTER SERVICER AND SECURITIES ADMINISTRATOR]LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as master servicer (the "Master Servicer") and securities administrator (the "Securities Administrator"), [SERVICER]NATIONAL CITY HOME LOAN SERVICES, INC., a Delaware corporation, as servicer (the "Servicer"), WILSHIRE CREDIT CORPORATION, a Nevada corporation, as special servicer (the "Special Servicer") and [TRUSTEE]CITIBANK, N.A., a national banking association, as trustee (the "Trustee"). The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund for federal income tax purposes will consist of (i) two real estate mortgage investment conduitsconduits in a tiered structure, (ii) the right to receive payments distributable to the Class P Certificates pursuant to Section 4.04(b)(i) hereof, (iii) each Cap Contract and the Cap Contract Account and (iv) the grantor trusts described in Section 2.07 hereof. The Lower Tier REMIC will consist of all of the assets constituting the Trust Fund (other than the assets described in clauses (ii), (iii) and (iv) above and the Lower Tier REMIC Regular Interests) and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Class R Certificate will represent beneficial ownership of the Class LTR Interest and the Residual Interest. The "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the Latest Possible Maturity Date. All covenants and agreements made by the Transferor in the Transfer Agreement, by the Seller in the Sale Agreement and by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, the NIMs Insurer. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Servicer and the Trustee hereby agree as follows:

Monitoring of Servicer. 143 36- Section 11.03. Fidelity Bond.......................................................... 143 3.04 FIDELITY BOND..............................................................-37- Section 11.04. Power to Act3.05 POWER TO ACT; Procedures............................................... 144 PROCEDURES...................................................-37- Section 11.05. Documents3.06 DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.................................-38- Section 3.07 RELEASE OF MORTGAGE FILES..................................................-38- Section 3.08 DOCUMENTS, Records and Funds in Possession of Master Servicer to Be Held for Trustee.................................................... 144 RECORDS AND FUNDS IN POSSESSION OF MASTER SERVICER TO BE HELD FOR TRUSTEE.....................................-39- Section 11.06. Trustee to Retain Possession of Certain Insurance Policies and Documents.............................................................. 145 3.09 STANDARD HAZARD INSURANCE AND FLOOD INSURANCE POLICIES.....................-40- Section 11.07. Compensation for the Master Servicer and the Securities Administrator.......................................................... 145 3.10 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS...........................-40- Section 11.08. Annual Statement as to Compliance...................................... 145 3.11 MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE POLICIES.....................-40- Section 11.09. Periodic Filings....................................................... 146 3.12 TRUSTEE TO RETAIN POSSESSION OF CERTAIN INSURANCE POLICIES AND DOCUMENTS.....................................................-41- Section 11.10. Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls.................................................... 146 EXHIBIT A FORMS OF CERTIFICATES EXHIBIT B-1 3.13 REALIZATION UPON DEFAULTED MORTGAGE LOAN SCHEDULE - MORTGAGE POOL EXHIBIT B-2 MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS EXHIBIT B-3 MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS EXHIBIT C [RESERVED] EXHIBIT D FORM OF TRUSTEE CERTIFICATION EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT EXHIBIT E-2 FORM OF CLASS R TRANSFEROR'S AFFIDAVIT EXHIBIT F FORM OF TRANSFEROR CERTIFICATE EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) EXHIBIT H FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER) EXHIBIT I FORM OF REQUEST LOANS..................................-41- Section 3.14 COMPENSATION FOR RELEASE EXHIBIT J [RESERVED] EXHIBIT K FORM OF THE MASTER SERVICER.......................................-41- Section 3.15 REO PROPERTY...............................................................-42- Section 3.16 ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE..............................-42- Section 3.17 ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT...........................-43- Section 3.18 REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION......................-43- Section 3.19 EMC........................................................................-44- Section 3.20 UCC........................................................................-44- Section 3.21 OPTIONAL PURCHASE OF TRUSTEE EXHIBIT L FORM OF OFFICER'S CERTIFICATE OF SERVICER EXHIBIT M-1 FORM OF DELINQUENCY REPORT EXHIBIT M-2 FORM OF MONTHLY REMITTANCE ADVICE EXHIBIT M-3 FORM OF REALIZED LOSS REPORT EXHIBIT N-1 CLASS A-1 CAP CONTRACT EXHIBIT N-2 CLASS A-2 CAP CONTRACT EXHIBIT N-3 CLASS A-3/CLASS M CAP CONTRACT EXHIBIT N-4 CLASS B CAP CONTRACT EXHIBIT O-1 ONE-MONTH LIBOR CAP TABLE - CLASS A-1 CAP CONTRACT EXHIBIT O-2 ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT EXHIBIT O-3 ONE MONTH LIBOR CAP TABLE - CLASS A-3/CLASS M CAP CONTRACT EXHIBIT O-4 ONE MONTH LIBOR CAP TABLE - CLASS B CAP CONTRACT EXHIBIT P FORM OF POWER OF ATTORNEY EXHIBIT Q FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE EXHIBIT R FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of [DATE], among XXXXXXX XXXXX DEFAULTED MORTGAGE INVESTORS, INC., as depositor (the "Depositor"), [MASTER SERVICER AND SECURITIES ADMINISTRATOR], as master servicer (the "Master Servicer") and securities administrator (the "Securities Administrator"), [SERVICER], as servicer (the "Servicer") and [TRUSTEE], as trustee (the "Trustee"). The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund for federal income tax purposes will consist of (i) two real estate mortgage investment conduits, (ii) the right to receive payments distributable to the Class P Certificates pursuant to Section 4.04(b)(i) hereof, (iii) each Cap Contract and the Cap Contract Account and (iv) the grantor trusts described in Section 2.07 hereof. The Lower Tier REMIC will consist of all of the assets constituting the Trust Fund (other than the assets described in clauses (ii), (iii) and (iv) above and the Lower Tier REMIC Regular Interests) and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Class R Certificate will represent beneficial ownership of the Class LTR Interest and the Residual Interest. The "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the Latest Possible Maturity Date. All covenants and agreements made by the Transferor in the Transfer Agreement, by the Seller in the Sale Agreement and by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, the NIMs Insurer. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Servicer and the Trustee hereby agree as follows:LOANS..............................-44-

Monitoring of Servicer. 143 Section SECTION 11.03. Fidelity Bond.......................................................... 143 Section ........................................ 144 SECTION 11.04. Power to Act; Procedures............................................... ............................. 144 Section SECTION 11.05. Documents, Records and Funds in Possession of Master Servicer to Be Held for Trustee.................................................... 144 Section ...................... 145 SECTION 11.06. Trustee to Retain Possession of Certain Insurance Policies and Documents.............................................................. ............................... 145 Section SECTION 11.07. Compensation for the Master Servicer and the Securities Administrator.......................................................... 145 Section ............................. 146 SECTION 11.08. Annual Statement as to Compliance...................................... 145 Section .................... 146 SECTION 11.09. Periodic Filings....................................................... ..................................... 146 Section SECTION 11.10. Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls.................................................... 146 ....................... 147 EXHIBIT A FORMS OF CERTIFICATES EXHIBIT B-1 MORTGAGE LOAN SCHEDULE - MORTGAGE POOL EXHIBIT B-2 MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS EXHIBIT B-3 MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS EXHIBIT C [RESERVED] EXHIBIT D FORM OF TRUSTEE INITIAL CERTIFICATION EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT EXHIBIT E-2 FORM OF CLASS R TRANSFEROR'S AFFIDAVIT EXHIBIT F FORM OF TRANSFEROR CERTIFICATE EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) EXHIBIT H FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER) EXHIBIT I FORM OF REQUEST FOR RELEASE EXHIBIT J [RESERVED] EXHIBIT K FORM OF OFFICER'S CERTIFICATE OF TRUSTEE SECURITIES ADMINISTRATOR EXHIBIT L L-1 FORM OF OFFICER'S CERTIFICATE OF SERVICER EXHIBIT L-2 FORM OF OFFICER'S CERTIFICATE OF SPECIAL SERVICER EXHIBIT M-1 FORM OF DELINQUENCY REPORT EXHIBIT M-2 FORM OF MONTHLY REMITTANCE ADVICE EXHIBIT M-3 FORM OF REALIZED LOSS REPORT EXHIBIT N-1 FORM OF CLASS A-1 CAP CONTRACT EXHIBIT N-2 FORM OF CLASS A-2 CAP CONTRACT EXHIBIT N-3 CLASS A-3/CLASS M CAP CONTRACT EXHIBIT N-4 CLASS B FORM OF SUBORDINATED CERTIFICATE CAP CONTRACT EXHIBIT O-1 ONE-MONTH LIBOR CAP TABLE - CLASS A-1 CAP CONTRACT EXHIBIT O-2 ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT EXHIBIT O-3 ONE MONTH LIBOR CAP TABLE - CLASS A-3/CLASS M SUBORDINATED CERTIFICATE CAP CONTRACT EXHIBIT O-4 ONE MONTH LIBOR CAP TABLE - CLASS B CAP CONTRACT EXHIBIT P FORM OF POWER OF ATTORNEY EXHIBIT Q FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE EXHIBIT R FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of [DATE]December 1, 2005, among XXXXXXX XXXXX MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation, as depositor depxxxxxx (the xxx "Depositor"), [MASTER SERVICER AND SECURITIES ADMINISTRATOR]LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as master servicer (the "Master Servicer") and securities administrator (the "Securities Administrator"), [SERVICER]NATIONAL CITY HOME LOAN SERVICES, INC., a Delaware corporation, as servicer (the "Servicer"), WILSHIRE CREDIT CORPORATION, a Nevada corporation, as special servicer (the "Special Servicer") and [TRUSTEE]CITIBANK, N.A., a national banking association, as trustee (the "Trustee"). The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund for federal income tax purposes will consist of (i) two real estate mortgage investment conduitsconduits in a tiered structure, (ii) the right to receive payments distributable to the Class P Certificates pursuant to Section 4.04(b)(i) hereof, (iii) each Cap Contract and the Cap Contract Account and (iv) the grantor trusts described in Section 2.07 hereof. The Lower Tier REMIC will consist of all of the assets constituting the Trust Fund (other than the assets described in clauses (ii), (iii) and (iv) above and the Lower Tier REMIC Regular Interests) and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Class R Certificate will represent beneficial ownership of the Class LTR Interest and the Residual Interest. The "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the Latest Possible Maturity Date. All covenants and agreements made by the Transferor in the Transfer Agreement, by the Seller in the Sale Agreement and by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, the NIMs Insurer. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Servicer and the Trustee hereby agree as follows:

Monitoring of Servicer. 143 Section 11.03. 93- SECTION 4.04 Fidelity Bond.......................................................... 143 Section 11.04. ...............................................-94- SECTION 4.05 Power to Act; Procedures............................................... 144 Section 11.05. ....................................-94- SECTION 4.06 Due-on-Sale Clauses; Assumption Agreements..................-95- SECTION 4.07 Reserved....................................................-96- SECTION 4.08 Documents, Records and Funds in Possession of Master Servicer to To Be Held for Trustee.................................................... 144 Section 11.06. .............................-96- SECTION 4.09 Standard Hazard Insurance and Flood Insurance Policies......-96- SECTION 4.10 Presentment of Claims and Collection of Proceeds............-96- SECTION 4.11 Maintenance of Primary Mortgage Insurance Policies..........-97- SECTION 4.12 Trustee to Retain Possession of Certain Insurance Policies and Documents.............................................................. 145 Section 11.07. ...............................................-97- SECTION 4.13 Realization Upon Defaulted Mortgage Loans...................-97- SECTION 4.14 Compensation for the Master Servicer and the Securities Administrator.......................................................... 145 Section 11.08. Servicer........................-98- SECTION 4.15 REO Property................................................-98- SECTION 4.16 Annual Statement Officer's Certificate as to Compliance...................................... 145 Section 11.09. Periodic Filings....................................................... 146 Section 11.10. ...............-98- SECTION 4.17 Annual Independent Accountant's Servicing Report............-99- SECTION 4.18 UCC.........................................................-99- SECTION 4.19 Obligation of the Master Servicer in Respect of Prepayment Interest Shortfalls.................................................... 146 EXHIBIT A FORMS OF ........................................-100- SECTION 4.20 Reserved...................................................-100- SECTION 4.21 Prepayment Penalty Verification............................-100- ARTICLE V PAYMENTS TO CERTIFICATEHOLDERS SECTION 5.01 Distributions..............................................-102- SECTION 5.02 Statements to Certificateholders...........................-117- SECTION 5.03 Servicer Reports; P&I Advances.............................-120- SECTION 5.04 Allocation of Realized Losses..............................-122- SECTION 5.05 Compliance with Withholding Requirements...................-124- SECTION 5.06 Reports Filed with Securities and Exchange Commission......-124- ARTICLE VI THE CERTIFICATES EXHIBIT B-1 MORTGAGE LOAN SCHEDULE - MORTGAGE POOL EXHIBIT B-2 MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS EXHIBIT B-3 MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS EXHIBIT C [RESERVED] EXHIBIT D FORM OF TRUSTEE CERTIFICATION EXHIBIT E-1 FORM OF CLASS R TRANSFEREE'S LETTER AND AFFIDAVIT EXHIBIT E-2 FORM OF CLASS R TRANSFEROR'S AFFIDAVIT EXHIBIT F FORM OF TRANSFEROR CERTIFICATE EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR) EXHIBIT H FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER) EXHIBIT I FORM OF REQUEST FOR RELEASE EXHIBIT J [RESERVED] EXHIBIT K FORM OF OFFICER'S CERTIFICATE OF TRUSTEE EXHIBIT L FORM OF OFFICER'S CERTIFICATE OF SERVICER EXHIBIT M-1 FORM OF DELINQUENCY REPORT EXHIBIT M-2 FORM OF MONTHLY REMITTANCE ADVICE EXHIBIT M-3 FORM OF REALIZED LOSS REPORT EXHIBIT N-1 CLASS A-1 CAP CONTRACT EXHIBIT N-2 CLASS A-2 CAP CONTRACT EXHIBIT N-3 CLASS A-3/CLASS M CAP CONTRACT EXHIBIT N-4 CLASS B CAP CONTRACT EXHIBIT O-1 ONE-MONTH LIBOR CAP TABLE - CLASS A-1 CAP CONTRACT EXHIBIT O-2 ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT EXHIBIT O-3 ONE MONTH LIBOR CAP TABLE - CLASS A-3/CLASS M CAP CONTRACT EXHIBIT O-4 ONE MONTH LIBOR CAP TABLE - CLASS B CAP CONTRACT EXHIBIT P FORM OF POWER OF ATTORNEY EXHIBIT Q FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER TO REGULATION S BOOK-ENTRY CERTIFICATE FROM A HOLDER OF A RULE 144A BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE EXHIBIT R FORM OF TRANSFEROR REPRESENTATION LETTER FOR TRANSFER PURSUANT TO RULE 144A FROM A HOLDER OF A REGULATION S BOOK-ENTRY CERTIFICATE OR DEFINITIVE CERTIFICATE POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as SECTION 6.01 The Certificates...........................................-126- SECTION 6.02 Registration of [DATE], among XXXXXXX XXXXX MORTGAGE INVESTORS, INC., as depositor (the "Depositor"), [MASTER SERVICER AND SECURITIES ADMINISTRATOR], as master servicer (the "Master Servicer") Transfer and securities administrator (the "Securities Administrator"), [SERVICER], as servicer (the "Servicer") and [TRUSTEE], as trustee (the "Trustee"). The Depositor is the owner Exchange of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. The Trust Fund for federal income tax purposes will consist of (i) two real estate mortgage investment conduits, (ii) the right to receive payments distributable to the Class P Certificates pursuant to Section 4.04(b)(i) hereof, (iii) each Cap Contract and the Cap Contract Account and (iv) the grantor trusts described in Section 2.07 hereof. The Lower Tier REMIC will consist of all of the assets constituting the Trust Fund (other than the assets described in clauses (ii), (iii) and (iv) above and the Lower Tier REMIC Regular Interests) and will be evidenced by the Lower Tier REMIC Regular Interests (which will be uncertificated and will represent the "regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular Interests (which will represent the "regular interests" in the Upper Tier REMIC) and the Residual Interest as the single "residual interest" in the Upper Tier REMIC. The Class R Certificate will represent beneficial ownership of the Class LTR Interest and the Residual Interest. The "latest possible maturity date" for federal income tax purposes of all interests created hereby will be the Latest Possible Maturity Date. All covenants and agreements made by the Transferor in the Transfer Agreement, by the Seller in the Sale Agreement and by the Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders from time to time of the Certificates and, to the extent provided herein, the NIMs Insurer. In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Securities Administrator, the Servicer and the Trustee hereby agree as follows:......-128-