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FORM OF SUBSEQUENT TRANSFER AGREEMENT SUBSEQUENT TRANSFER AGREEMENT, dated _______, 199_ (the "Subsequent Transfer Date"), between MLCC MORTGAGE INVESTORS, INC. (the "Company") and BANKERS TRUST OF CALIFORNIA, N.A., as trustee (the "Trustee"). WITNESSETH: WHEREAS, the Pooling and Servicing Agreement, dated _______ 1, 199_ (the "Pooling Agreement"), among the Company, Merrill Lynch Credit Corporation, as master servicer, and the Trustee contemplated the sale of Subsequent Mortgage Loans to the Trustee for inclusion in the Trust Fund by the Company; WHEREAS, the Company is acquiring Subsequent Mortgage Loans from Merrill Lynch Credit Corporation ("MLCC") pursuant to the Subsequent Transfer Agreement, dated the date hereof (the "MLCC Transfer Agreement"), between the Company and MLCC; and WHEREAS, the parties desire to consummate the purchase and sale of the Subsequent Mortgage Loans identified on the Schedule of Subsequent Mortgage Loans attached hereto; NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. For the consideration set forth in Paragraph 2 below, the Company does hereby sell, transfer, assign, set over and convey to the Trustee, on behalf of the Certificateholders and the Certificate Insurer, without recourse (but subject to the obligations set forth herein) all right, title and interest of the Company, and the Trustee, on behalf of the Certificateholders and the Certificate Insurer, does hereby purchase and acquire from the Company, (x) all right, title and interest of the Company in and to each Subsequent Mortgage Loan listed on the Schedule of Subsequent Mortgage Loans attached hereto, including its Principal Balance as of the Subsequent Cut-off Date and all collections of such principal and all payments of interest in respect of such Subsequent Mortgage Loans to the extent such collections represent interest accrued from and including the related Subsequent Transfer Date (interest accruing prior to such Subsequent Transfer Date being property of the Mortgage Loan Seller) due after the related Subsequent Cut-off Date and each related Mortgage 100(sm) Pledge Agreement and each related Parent Power(R) Agreement and (y) all of the Company's rights, but none of its obligations, under the MLCC Transfer Agreement. The transfer by the Company of the Subsequent Mortgage Loans set forth on the Schedule of Subsequent Mortgage Loans to the Trustee is absolute and is intended by all parties hereto to be treated as a sale by the Company. 2. The cash consideration for the Subsequent Mortgage Loans sold hereby shall be $________________, representing the aggregate outstanding principal balance of the Subsequent Mortgage Loans as of the Subsequent Cut-off Date. 3. The Company hereby represents that (a) it is solvent, will not be rendered insolvent as a result of the sale of the Subsequent Mortgage Loans sold pursuant to this Subsequent Transfer Agreement and is not aware of any pending insolvency and (b) all of the conditions precedent to the transfer accomplished hereby set forth in Section 1.07 of the Purchase Agreement have been satisfied. 4. The Trustee acknowledges the assignment to it of the Subsequent Mortgage Loans and the documents relating thereto referred to in Section 2.01 of the Pooling and Servicing Agreement and acknowledges that pursuant to the Custodial Agreement upon the Custodian's receipt thereof the Custodian will hold such related documents and any other documents constituting a part of the related Mortgage Files delivered to the Custodian in trust for the use and benefit and of all present and future Certificateholders, the Certificate Insurer and the Surety. 5. This Subsequent Transfer Agreement shall be construed in accordance with the laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws, without giving effect to principles of conflicts of law. 6. This Subsequent Transfer Agreement may be signed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same instrument. 7. Terms capitalized herein and not defined herein shall have their respective meanings as set forth in the Pooling and Servicing Agreement. IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers as of the date first above written. MLCC MORTGAGE INVESTORS, INC. By:______________________ Name: Title: BANKERS TRUST OF CALIFORNIA, N.A. as Trustee By:_______________________ Name: Title: