EXECUTION COPY

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

                                    Depositor

                           DLJ MORTGAGE CAPITAL, INC.,

                                     Seller

                          WILSHIRE CREDIT CORPORATION,

                                    Servicer

                                       and

                              JPMORGAN CHASE BANK,

                                     Trustee

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                         POOLING AND SERVICING AGREEMENT
                            Dated as of April 1, 2004

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                    HOME EQUITY MORTGAGE TRUST SERIES 2004-2
          HOME EQUITY MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-2

<PAGE>

                                Table of Contents

<TABLE>
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                                                                                                           Page
                                                                                                           ----
<S>                                                                                                         <C>
ARTICLE I

         DEFINITIONS
                   SECTION 1.01     Definitions .....................................................        7
                   SECTION 1.02     Interest Calculations ...........................................       47
                   SECTION 1.03     Allocation of Certain Interest Shortfalls .......................       47

ARTICLE II

         CONVEYANCE OF MORTGAGE LOANS;
         REPRESENTATIONS AND WARRANTIES
                   SECTION 2.01     Conveyance of Mortgage Loans ....................................       49
                   SECTION 2.02     Acceptance by the Trustee .......................................       55
                   SECTION 2.03     Representations and Warranties of the Seller and
                                    Servicer ........................................................       58
                   SECTION 2.04     Representations and Warranties of the Depositor as to
                                    the Mortgage Loans ..............................................       60
                   SECTION 2.05     Delivery of Opinion of Counsel in Connection with
                                    Substitutions ...................................................       60
                   SECTION 2.06     Execution and Delivery of Certificates ..........................       61
                   SECTION 2.07     REMIC Matters ...................................................       61
                   SECTION 2.08     Covenants of the Servicer .......................................       62
                   SECTION 2.09     Conveyance of REMIC Regular Interests and Acceptance of REMIC 1,
                                    REMIC 2, REMIC 3 and REMIC 4 by the Trustee; Issuance of
                                    Certificates ....................................................       62

ARTICLE III

         ADMINISTRATION AND SERVICING
         OF MORTGAGE LOANS
                   SECTION 3.01     Servicer to Service Mortgage Loans ..............................       64
                   SECTION 3.02     Subservicing; Enforcement of the Obligations of
                                    Subservicers ....................................................       66
                   SECTION 3.03     [Reserved] ......................................................       67
                   SECTION 3.04     Trustee to Act as Servicer ......................................       67
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                                       i
<PAGE>

<TABLE>
<S>                                                                                                         <C>
                   SECTION 3.05     Collection of Mortgage Loans; Collection Accounts;
                                    Certificate Account; Pre-Funding Account; Capitalized
                                    Interest Account ................................................       68
                   SECTION 3.06     Establishment of and Deposits to Escrow Accounts;
                                    Permitted Withdrawals from Escrow Accounts; Payments
                                    of Taxes, Insurance and Other Charges ...........................       72
                   SECTION 3.07     Access to Certain Documentation and Information
                                    Regarding the Mortgage Loans; Inspections .......................       74
                   SECTION 3.08     Permitted Withdrawals from the Collection Accounts and
                                    Certificate Account .............................................       74
                   SECTION 3.09     Maintenance of Hazard Insurance and Mortgage
                                    Impairment Insurance; Claims; Restoration of Mortgaged
                                    Property ........................................................       76
                   SECTION 3.10     Enforcement of Due-on-Sale Clauses; Assumption
                                    Agreements ......................................................       77
                   SECTION 3.11     Realization Upon Defaulted Mortgage Loans;
                                    Repurchase of Certain Mortgage Loans ............................       78
                   SECTION 3.12     Trustee to Cooperate; Release of Mortgage Files .................       84
                   SECTION 3.13     Documents, Records and Funds in Possession of the
                                    Servicer to be Held for the Trustee .............................       85
                   SECTION 3.14     Servicing Fee ...................................................       86
                   SECTION 3.15     Access to Certain Documentation .................................       86
                   SECTION 3.16     Annual Statement as to Compliance ...............................       86
                   SECTION 3.17     Annual Independent Public Accountants' Servicing
                                    Statement; Financial Statements .................................       87
                   SECTION 3.18     Maintenance of Fidelity Bond and Errors and Omissions
                                    Insurance .......................................................       87
                   SECTION 3.19     Duties of the Credit Risk Manager ...............................       88
                   SECTION 3.20     Limitation Upon Liability of the Credit Risk Manager ............       88
                   SECTION 3.21     Advance Facility ................................................       88

ARTICLE IV

         DISTRIBUTIONS AND
         ADVANCES BY THE Servicer
                   SECTION 4.01     Advances by the Servicer ........................................       91
                   SECTION 4.02     Priorities of Distribution ......................................       92
                   SECTION 4.03     [Reserved] ......................................................       96
                   SECTION 4.04     [Reserved] ......................................................       96
                   SECTION 4.05     Allocation of Realized Losses ...................................       96
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                                                                         <C>
                   SECTION 4.06     Monthly Statements to Certificateholders ........................       97
                   SECTION 4.07     Distributions on the REMIC 1 Regular Interests, REMIC
                                    2 Regular Interests and REMIC 3 Regular Interests ...............       97
                   SECTION 4.08     [Reserved] ......................................................      100
                   SECTION 4.09     Prepayment Charges ..............................................      100
                   SECTION 4.10     Servicer to Cooperate ...........................................      101
                   SECTION 4.11     [Reserved] ......................................................      101

ARTICLE V

         THE CERTIFICATES
                   SECTION 5.01     The Certificates ................................................      102
                   SECTION 5.02     Certificate Register; Registration of Transfer and
                                    Exchange of Certificates ........................................      103
                   SECTION 5.03     Mutilated, Destroyed, Lost or Stolen Certificates ...............      108
                   SECTION 5.04     Persons Deemed Owners ...........................................      108
                   SECTION 5.05     Access to List of Certificateholders' Names and
                                    Addresses .......................................................      108
                   SECTION 5.06     Maintenance of Office or Agency .................................      108

ARTICLE VI

         THE DEPOSITOR, THE SELLER AND THE SERVICER
                   SECTION 6.01     Respective Liabilities of the Depositor, the Sellers and the
                                    Servicer ........................................................      109
                   SECTION 6.02     Merger or Consolidation of the Depositor, the Seller or
                                    the Servicer ....................................................      109
                   SECTION 6.03     Limitation on Liability of the Depositor, the Seller, the
                                    Servicer and Others .............................................      109
                   SECTION 6.04     Limitation on Resignation of the Servicer .......................      110

ARTICLE VII

         DEFAULT
                   SECTION 7.01     Events of Default ...............................................      111
                   SECTION 7.02     Trustee to Act; Appointment of Successor ........................      113
                   SECTION 7.03     Notification to Certificateholders ..............................      114

ARTICLE VIII

         CONCERNING THE TRUSTEE
                   SECTION 8.01     Duties of the Trustee ...........................................      116
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>                                                                                                         <C>
                   SECTION 8.02     Certain Matters Affecting the Trustee ...........................      117
                   SECTION 8.03     Trustee Not Liable for Certificates or Mortgage Loans ...........      118
                   SECTION 8.04     Trustee May Own Certificates ....................................      118
                   SECTION 8.05     Trustee's Fees and Expenses .....................................      118
                   SECTION 8.06     Eligibility Requirements for the Trustee and Custodian ..........      119
                   SECTION 8.07     Resignation and Removal of the Trustee ..........................      119
                   SECTION 8.08     Successor Trustee ...............................................      120
                   SECTION 8.09     Merger or Consolidation of the Trustee ..........................      120
                   SECTION 8.10     Appointment of Co-Trustee or Separate Trustee ...................      121
                   SECTION 8.11     Tax Matters .....................................................      122
                   SECTION 8.12     Commission Reporting ............................................      124

ARTICLE IX

         TERMINATION
                   SECTION 9.01     Termination upon Liquidation, Purchase or Auction of the
                                    Mortgage Loans ..................................................      127
                   SECTION 9.02     Final Distribution on the Certificates ..........................      128
                   SECTION 9.03     Additional Termination Requirements .............................      129

ARTICLE X

         MISCELLANEOUS PROVISIONS
                   SECTION 10.01    Amendment .......................................................      131
                   SECTION 10.02    Recordation of Agreement; Counterparts ..........................      132
                   SECTION 10.03    Governing Law ...................................................      132
                   SECTION 10.04    [Reserved] ......................................................      133
                   SECTION 10.05    Notices .........................................................      133
                   SECTION 10.06    Severability of Provisions ......................................      134
                   SECTION 10.07    Assignment ......................................................      134
                   SECTION 10.08    Limitation on Rights of Certificateholders ......................      134
                   SECTION 10.09    Certificates Nonassessable and Fully Paid .......................      135

<CAPTION>
<S>                                                                                                        <C>
EXHIBITS
EXHIBIT A.      Form of Class A Certificates ........................................................      A-1
EXHIBIT B.      Form of Subordinate Certificate .....................................................      B-1
EXHIBIT C.      Form of Residual Certificate ........................................................      C-1
EXHIBIT D.      Form of Notional Amount Certificate .................................................      D-1
EXHIBIT E.      Form of Class P Certificate .........................................................      E-1
</TABLE>


                                       iv
<PAGE>

<TABLE>
<S>                                                                                                    <C>
EXHIBIT F.      Form of Reverse Certificates ........................................................      F-1
EXHIBIT G.      Form of Initial Certification of Custodian ..........................................      G-1
EXHIBIT H.      Form of Final Certification of Custodian ............................................      H-1
EXHIBIT I.      Transfer Affidavit ..................................................................      I-1
EXHIBIT J.      Form of Transferor Certificate ......................................................      J-1
EXHIBIT K.      Form of Investment Letter (Non-Rule 144A) ...........................................      K-1
EXHIBIT L.      Form of Rule 144A Letter ............................................................      L-1
EXHIBIT M.      Request for Release .................................................................      M-1
EXHIBIT N.      Form of Subsequent Transfer Agreement ...............................................      N-1
EXHIBIT O-1.    Form of Collection Account Certification ............................................    O-1-1
EXHIBIT O-2.    Form of Collection Account Letter Agreement .........................................    O-2-1
EXHIBIT P-1.    Form of Escrow Account Certification ................................................    P-1-1
EXHIBIT P-2.    Form of Escrow Account Letter Agreement .............................................    P-2-1
EXHIBIT Q.      Form of Monthly Remittance Advice ...................................................      Q-1
EXHIBIT R.      Form of Custodial Agreement .........................................................      R-1
EXHIBIT S.      [Reserved] ..........................................................................      S-1
EXHIBIT T.      [Reserved] ..........................................................................      T-1
EXHIBIT U.      Charged Off Loan Data Report ........................................................      U-1
EXHIBIT V.      Form of Monthly Statement to Certificateholders .....................................      V-1
EXHIBIT W.      Form of Depositor Certification .....................................................      W-1
EXHIBIT X.      Form of Trustee Certification .......................................................      X-1
EXHIBIT Y.      Form of Servicer Certification ......................................................      Y-1
EXHIBIT Z.      Information to be Provided by Servicer to Trustee ...................................      Z-1
EXHIBIT AA      Form of Limited Power of Attorney ...................................................     AA-1
SCHEDULE I      Mortgage Loan Schedule ..............................................................      I-1
SCHEDULE II     Seller's Representations and Warranties .............................................     II-1
SCHEDULE IIIA   Wilshire Representations and Warranties .............................................  III-A-1
SCHEDULE IIIB   [Reserved] ..........................................................................  III-B-1
SCHEDULE IV     Representations and Warranties for the Mortgage Loans ...............................     IV-1
</TABLE>


                                       v
<PAGE>

            THIS POOLING AND SERVICING AGREEMENT, dated as of April 1, 2004,
among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware
corporation, as depositor (the "Depositor"), DLJ MORTGAGE CAPITAL, INC., a
Delaware corporation, as Seller (the "Seller"), WILSHIRE CREDIT CORPORATION, a
Nevada corporation, as Servicer (the "Servicer") and JPMORGAN CHASE BANK, a New
York banking corporation, as trustee (the "Trustee").

                                 WITNESSETH THAT

            In consideration of the mutual agreements herein contained, the
parties hereto agree as follows:

                              PRELIMINARY STATEMENT

            The Depositor intends to sell 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 Trust Fund created hereunder. The Certificates will consist of eleven
classes of certificates, designated as (i) the Class A-1 Certificates, (ii) the
Class A-IO Certificates, (iii) the Class M-1 Certificates, (iv) the Class M-2
Certificates, (v) the Class B-1 Certificates, (vi) the Class B-2 Certificates,
(vii) the Class B-3A Certificates, (viii) the Class B-3F Certificates, (ix) the
Class P Certificates, (x) the Class X-1 Certificates, (xi) the Class X-2
Certificates, (xii) the Class A-RL Certificates and (xiii) the Class A-R
Certificates.

                                     REMIC 1

            As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement (exclusive of the Pre-Funding Account,
the Capitalized Interest Account and the Subsequent Mortgage Loan Interest) 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 Class A-RL Certificates will represent the sole class of "residual
interests" in REMIC 1 for purposes of the REMIC Provisions (as defined herein)
under federal income tax law. The following table irrevocably sets forth the
designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial
Uncertificated Principal Balance, and solely for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the REMIC 1 Regular Interests. None of the REMIC 1 Regular Interests
will be certificated. The latest possible maturity date (determined solely for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each
of the REMIC 1 Regular Interests will be the Latest Possible Maturity Date as
defined herein.


                                       1
<PAGE>

                           Uncertificated REMIC 1  Initial Uncertificated
              Designation     Pass-Through Rate           Balance
              -----------  ----------------------  ----------------------

                 LTI-1           Variable(1)          $313,530,784.93

                LTI-1PF          Variable(1)          $ 16,469,215.07

                 LTI-P           Variable(1)          $        100.00

                 LTI-R           Variable(1)          $        100.00

----------
(1)   Calculated as provided in the definition of Uncertificated REMIC 1
      Pass-Through Rate.

                                     REMIC 2

            As provided herein, an election will be made to treat the segregated
pool of assets consisting of the REMIC 1 Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as REMIC 2. The Class R-2 Interest will represent the sole class of
"residual interests" in REMIC 2 for purposes of the REMIC Provisions under
federal income tax law (the "Class R-2 Interest"). The following table
irrevocably sets forth the designation, Uncertificated REMIC 2 Pass-Through Rate
and initial Principal Balance for each of the "regular interests" in REMIC 2
(the "REMIC 2 Regular Interests"). None of the REMIC 2 Regular Interests will be
certificated. The latest possible maturity date (determined solely for purposes
of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the
REMIC 2 Regular Interests will be the Latest Possible Maturity Date as defined
herein.

                                 Uncertificated REMIC     Initial Uncertificated
               Designation        2 Pass-Through Rate        Principal Balance
               -----------       --------------------     ----------------------

                 MTI-AA               Variable(1)             $323,400,000.00

                 MTI-A-1              Variable(1)             $  1,270,500.00

                MTI-A-I-1             Variable(1)             $  1,270,500.00

                 MTI-M-1              Variable(1)             $    288,750.00

                 MTI-M-2              Variable(1)             $    231,000.00

                 MTI-B-1              Variable(1)             $    132,000.00

                 MTI-B-2              Variable(1)             $     57,500.00

                MTI-B-3A              Variable(1)             $     24,750.00

                MTI-B-3F              Variable(1)             $     25,000.00

                 MTI-ZZ               Variable(1)             $  3,300,000.00

                  MTI-P               Variable(1)             $        100.00

                  MTI-R               Variable(1)             $        100.00

----------
(1)   Calculated as provided in the definition of Uncertificated REMIC 2
      Pass-Through Rate.


                                       2
<PAGE>

                                     REMIC 3

      As provided herein, an election will be made to treat the segregated pool
of assets consisting of the REMIC 2 Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
REMIC 3. The Class R-3 Interest will represent the sole class of "residual
interests" in REMIC 3 for purposes of the REMIC Provisions under federal income
tax law (the "Class R-3 Interest"). The following table irrevocably sets forth
the designation, Uncertificated REMIC 3 Pass-Through Rate, aggregate Initial
Principal Balance, certain features, Maturity Date and initial ratings for each
of the "regular interests" in REMIC 3 (the "REMIC 3 Regular Interests"). None of
the REMIC 3 Regular Interests will be certificated. The latest possible maturity
date (determined solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii)) of each of the Regular Certificates will be the Latest
Possible Maturity Date as defined herein.

                                  Uncertificated REMIC    Initial Uncertificated
               Designation        3 Pass-Through Rate       Principal Balance
               -----------        --------------------    ----------------------

                 MTII-A-1             Variable(1)            $127,050,000.00

                MTII-A-I-1            Variable(1)            $127,050,000.00

                 MTII-M-1             Variable(1)            $ 28,875,000.00

                 MTII-M-2             Variable(1)            $ 23,100,000.00

                 MTII-B-1             Variable(1)            $ 13,200,000.00

                 MTII-B-2             Variable(1)            $  5,750,000.00

                 MTII-B-3A            Variable(1)            $  2,475,000.00

                 MTII-B-3F             7.325%(2)             $  2,500,000.00

                 MTII-X-1             Variable(1)            $          0.00

                  MTII-P              Variable(1)            $        100.00

                  MTII-R              Variable(1)            $        100.00

----------
(1)   Calculated as provided in the definition of Uncertificated REMIC 3
      Pass-Through Rate.


                                       3
<PAGE>

(2)   The REMIC 3 Regular Interest MTII-B-3F will have a fixed rate subject to
      the Net Funds Cap. The fixed rate will increase by 0.50% per annum after
      the Optional Termination Date.

                                     REMIC 4

      As provided herein, an election will be made to treat the segregated pool
of assets consisting of the REMIC 3 Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
REMIC 4. The Class R-4 Interest will represent the sole class of "residual
interests" in REMIC 4 for purposes of the REMIC Provisions under federal income
tax law (the "Class R-4 Interest"). The following table irrevocably sets forth
the designation, Pass-Through Rate, aggregate Initial Certificate Principal
Balance, certain features, Maturity Date and initial ratings for each Class of
Certificates comprising the interests representing "regular interests" in REMIC
4, and the Class A-R Certificates, Class A-RL Certificates and Class X-2
Certificates which are not "regular interests" in REMIC 4. The latest possible
maturity date (determined solely for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii)) of each of the Regular Certificates will be the
Latest Possible Maturity Date as defined herein.

<TABLE>
<CAPTION>
==============================================================================================
                                                                            Integral Multiples
                 Class Certificate                              Minimum        in Excess of
                      Balance           Pass-Through Rate     Denomination        Minimum
----------------------------------------------------------------------------------------------
<S>              <C>                      <C>                   <C>                 <C>
Class A-1        $254,100,000.00          Adjustable(1)         $ 25,000            $1
----------------------------------------------------------------------------------------------
Class A-IO       $127,050,000.00(2)       Adjustable(1)         $100,000            $1
----------------------------------------------------------------------------------------------
Class P          $        100.00           Variable(3)          $    100            N/A
----------------------------------------------------------------------------------------------
Class A-R        $        100.00           Variable(3)          $    100            N/A
----------------------------------------------------------------------------------------------
Class A-RL       $        100.00           Variable(3)          $    100            N/A
----------------------------------------------------------------------------------------------
Class M-1        $ 28,875,000.00          Adjustable(1)         $ 25,000            $1
----------------------------------------------------------------------------------------------
Class M-2        $ 23,100,000.00          Adjustable(1)         $ 25,000            $1
----------------------------------------------------------------------------------------------
Class B-1        $ 13,200,000.00          Adjustable(1)         $ 25,000            $1
----------------------------------------------------------------------------------------------
Class B-2        $  5,750,000.00          Adjustable(1)         $ 25,000            $1
----------------------------------------------------------------------------------------------
Class B-3A       $  2,475,000.00          Adjustable(1)         $ 25,000            $1
----------------------------------------------------------------------------------------------
Class B-3F       $  2,500,000.00            7.325%(6)           $ 25,000            $1
----------------------------------------------------------------------------------------------
Class X-1        $          0.00          Variable(4)(5)        $ 25,000            $1
----------------------------------------------------------------------------------------------
Class X-2        $          0.00              0.00%                  N/A            N/A
==============================================================================================
</TABLE>

----------
(1)   The Class A-1, Class M-1, Class M-2, Class B-1, Class B-2 and Class B-3A
      Certificates are adjustable rate and will receive interest pursuant to
      formulas based on LIBOR, subject to the Net Funds Cap. The Class A-IO
      Certificates are adjustable rate and will receive interest pursuant to a
      formula based on LIBOR.

(2)   These Certificates are interest only certificates, will have no principal
      balance and will accrue interest on their related notional amount. For any
      Distribution Date, the notional amount of the


                                       4
<PAGE>

      Class A-IO Certificates will be equal to the product of (i) 50.00% and
      (ii) the Aggregate Class Principal Balance of the Class A-1 Certificates
      immediately prior to such Distribution Date. The initial notional amount
      of the Class A-IO Certificates is $127,050,000.

(3)   The initial pass-through rates on the Class P, Class A-RL and Class A-R
      Certificates will be approximately 8.71% per annum and will vary after the
      first Distribution Date.

(4)   The Class X-1 Certificates will have an initial principal balance of $0.00
      and will accrue interest on its notional amount. For any Distribution
      Date, the notional amount of the Class X-1 Certificates will be equal to
      the Aggregate Collateral Balance minus the aggregate Class Certificate
      Balance of the Class A-R Certificates and Class P Certificates immediately
      prior to such Distribution Date. The initial notional amount of the Class
      X-1 Certificates is $330,000,000.

(5)   The Class X-1 Certificates are variable rate and will accrue interest on a
      notional amount.

(6)   The Class B-3F Certificates have a fixed rate subject to the Net Funds
      Cap. The fixed rate will increase by 0.50% per annum after the Optional
      Termination Date.

            Set forth below are designations of Classes of Certificates to the
categories used herein:

<TABLE>
<S>                                        <C>
Book-Entry Certificates.................   All Classes of Certificates other than the Physical
                                           Certificates.

ERISA-Restricted Certificates...........   Class A-R, Class A-RL, Class P and Class X Certificates.

LIBOR Certificates......................   Class A-1, Class A-IO, Class M-1, Class M-2, Class B-1,
                                           Class B-2 and Class B-3A Certificates.

Notional Amount Certificates............   Class A-IO Certificates and Class X-1 Certificates.

Class A Certificates....................   Class A-1, Class A-IO, Class A-RL and Class A-R
                                           Certificates.

Class B Certificates....................   Class B-1, Class B-2, Class B-3A and Class B-3F
                                           Certificates.

Class M Certificates....................   Class M-1 Certificates and Class M-2 Certificates.

Offered Certificates....................   All Classes of Certificates (other than the Class P
                                           Certificates and Class X Certificates).

Physical Certificates...................   Class A-R, Class A-RL, Class P and Class X Certificates.
</TABLE>


                                       5
<PAGE>

<TABLE>
<S>                                        <C>
Private Certificates....................   Class P Certificates and Class X Certificates.

Rating Agencies.........................   S&P and Moody's.

Regular Certificates....................   All Classes of Certificates other than the Class A-R, Class
                                           A-RL and Class X-2 Certificates.

Residual Certificates...................   Class A-R Certificates and Class A-RL Certificates.

Senior Certificates.....................   Class A-1, Class A-IO, Class P, Class A-RL and Class A-
                                           R Certificates.

Subordinate Certificates................   Class M-1, Class M-2, Class B-1, Class B-2, Class B-3A,
                                           Class B-3F and Class X-1 Certificates.

Minimum Denominations...................   Class A-1, Class M-1, Class M-2, Class B-1, Class B-2,
                                           Class B-3A and Class B-3F Certificates: $25,000 and
                                           multiples of $1 in excess thereof.  Class A-IO Certificates:
                                           $100,000 and multiples of $1 in excess thereof.

                                           Class A-R, Class A-RL and Class P Certificates: $100. The
                                           Class X-1 Certificates will be issued as a single Certificate
                                           with a Certificate Principal Balance of $0.00. The Class X-2
                                           Certificates will be issued as a single Certificate and will
                                           not have a principal balance.
</TABLE>


                                       6
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.01 Definitions.

      Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:

            Accepted Servicing Practices: With respect to any Mortgage Loan,
those mortgage servicing practices of prudent mortgage lending institutions
which service mortgage loans of the same type as such Mortgage Loan in the
jurisdiction where the related Mortgaged Property is located.

            Advance: The payment required to be made by the Servicer with
respect to any Distribution Date pursuant to Section 4.01.

            Aggregate Collateral Balance: As of any date of determination will
be equal to the Aggregate Loan Balance plus the amount, if any, then on deposit
in the Pre-Funding Account.

            Aggregate Loan Balance: As of any Distribution Date will be equal to
the aggregate of the Stated Principal Balances of the Mortgage Loans determined
as of the last day of the related Collection Period.

            Aggregate Subsequent Transfer Amount: With respect to any Subsequent
Transfer Date, the aggregate Stated Principal Balance as of the applicable
Cut-off Date of the Subsequent Mortgage Loans conveyed on such Subsequent
Transfer Date, as listed on the revised Mortgage Loan Schedule delivered
pursuant to Section 2.01(b); provided, however, that such amount shall not
exceed the amount on deposit in the Pre-Funding Account.

            Agreement: This Pooling and Servicing Agreement and all amendments
or supplements hereto.

            Ancillary Income: All income derived from the Mortgage Loans, other
than Servicing Fees and Prepayment Charges, including but not limited to, late
charges, fees received with respect to checks or bank drafts returned by the
related bank for non-sufficient funds, assumption fees, optional insurance
administrative fees and all other incidental fees and charges.

            Applied Loss Amount: As to any Distribution Date, an amount equal to
the excess, if any of (i) the aggregate Class Principal Balance of the
Certificates, other than the Class A-IO Certificates, after giving effect to all
Realized Losses incurred with respect to the Mortgage Loans during the Due
Period for such Distribution Date and payments of principal on such Distribution
Date over (ii) the Aggregate Collateral Balance for such Distribution Date.


                                       7
<PAGE>

            Appraised Value: The amount set forth in an appraisal made in
connection with the origination of the related Mortgage Loan as the value of the
Mortgaged Property.

            Assignment Agreement: An assignment agreement between DLJ Mortgage
Capital, Inc. as Seller and the Depositor, whereby the Mortgage Loans are
transferred and limited representations and warranties relating to the Mortgage
Loans are made.

            Assignment of Mortgage: 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
the transfer of the Mortgage to the Trustee for the benefit of the
Certificateholders.

            Auction Purchaser: As defined in Section 9.01.

            Auction Date: As defined in Section 9.01.

            Available Funds: With respect to any Distribution Date the sum of
(i) all Scheduled Payments (net of the related Expense Fees) due on the Due Date
in the month in which such Distribution Date occurs and received prior to the
related Determination Date, together with any Advances in respect thereof; (ii)
all Insurance Proceeds, Liquidation Proceeds and Net Recoveries received during
the month preceding the month of such Distribution Date; (iii) all Curtailments
and Payoffs received during the Prepayment Period applicable to such
Distribution Date (excluding Prepayment Charges); (iv) amounts received with
respect to such Distribution Date as the Substitution Adjustment Amount or
Repurchase Price; (v) Compensating Interest Payments for such Distribution Date;
and (vi) with respect to the Distribution Date in July 2004, the amount
remaining in the Pre-Funding Account at the end of the Pre-Funding Period; as
to clauses (i) through (iv) above, reduced by amounts in reimbursement for
Advances previously made and other amounts as to which the Servicer are entitled
to be reimbursed pursuant to Section 3.08.

            Bankruptcy Code: The United States Bankruptcy Reform Act of 1978, as
amended.

            Book-Entry Certificates: As specified in the Preliminary Statement.

            Business Day: Any day other than (i) a Saturday or a Sunday, or (ii)
a day on which banking institutions in the City of New York, New York, or the
city in which the Corporate Trust Office of the Trustee, or savings and loan
institutions in the States of Illinois, California, Texas, New Jersey or Florida
is located are authorized or obligated by law or executive order to be closed.

            Capitalized Interest Account: The separate Eligible Account
designated as such and created and maintained by the Trustee pursuant to Section
3.05(g) hereof. The Capitalized Interest Account shall be treated as an "outside
reserve fund" under applicable Treasury regulations and shall not be part of any
REMIC. Except as provided in Section 3.05(g) hereof, any investment earnings on
the Capitalized Interest Account shall be treated as owned by the Depositor and
will be taxable to the Depositor.


                                       8
<PAGE>

            Capitalized Interest Deposit: $104,120.64.

            Capitalized Interest Requirement: With respect to the May 2004
Distribution Date, an amount equal to interest accruing during the related
Interest Accrual Period for the LIBOR Certificates at a per annum rate equal to
(x) the weighted average Pass-Through Rate of the Offered Certificates
multiplied by (y) the Pre-Funded Amount outstanding at the end of the related
Due Period. With respect to the June 2004 Distribution Date, an amount equal to
interest accruing during the related Interest Accrual Period for the LIBOR
Certificates at a per annum rate equal to (x) the weighted average Pass-Through
Rate of the Offered Certificates for such Distribution Date multiplied by (y)
the sum of (c) the Pre-Funded Amount at the end of the related Due Period and
(d) the aggregate Stated Principal Balance of the Subsequent Mortgage Loans that
do not have a first Due Date prior to June 1, 2004, transferred to the Trust
during the related Due Period. With respect to the July 2004 Distribution Date,
an amount equal to interest accruing during the related Interest Accrual Period
for the LIBOR Certificates at a per annum rate equal to (x) the weighted average
Pass-Through Rate of the Offered Certificates for such Distribution Date
multiplied by (y) the sum of (c) the Pre-Funded Amount at the end of the related
Due Period and (d) the aggregate Stated Principal Balance of the related
Subsequent Mortgage Loans that do not have a first Due Date prior to July 1,
2004, transferred to the Trust during the related Due Period.

            Carryforward Interest: For any Class of Certificates and any
Distribution Date, the sum of (1) the amount, if any, by which (x) the sum of
(A) Current Interest for such Class for the immediately preceding Distribution
Date and (B) any unpaid Carryforward Interest from previous Distribution Dates
exceeds (y) the amount paid in respect of interest on such Class on such
immediately preceding Distribution Date, and (2) interest on such amount for the
related Interest Accrual Period at the applicable Pass-Through Rate.

            Certificate: Any one of the Certificates executed by the Trustee in
substantially the forms attached hereto as exhibits.

            Certificates: As specified in the Preliminary Statement.

            Certificate Account: The separate Eligible Account created and
maintained with the Trustee, or any other bank or trust company acceptable to
the Rating Agencies which is incorporated under the laws of the United States or
any state thereof pursuant to Section 3.05, which account shall bear a
designation clearly indicating that the funds deposited therein are held in
trust for the benefit of the Trustee on behalf of the Certificateholders or any
other account serving a similar function acceptable to the Rating Agencies.
Funds in the Certificate Account may (i) be held uninvested without liability
for interest or compensation thereon or (ii) be invested at the direction of the
Trustee in Eligible Investments and reinvestment earnings thereon (net of
investment losses) shall be paid to the Trustee. Funds deposited in the
Certificate Account (exclusive of the Trustee Fee and other amounts permitted to
be withdrawn pursuant to Section 3.08) shall be held in trust for the
Certificateholders.

            Certificate Balance: With respect to any Certificate at any date,
the maximum dollar amount of principal to which the Holder thereof is then
entitled hereunder, such amount being equal to the


                                       9
<PAGE>

Denomination thereof minus the sum of (i) all distributions of principal
previously made with respect thereto and (ii) all Realized Losses allocated
thereto and, in the case of any Subordinate Certificates, all other reductions
in Certificate Balance previously allocated thereto pursuant to Section 4.05.

            Certificate Margin: As to each Class of LIBOR Certificates (other
than the A-IO Certificates), the applicable amount set forth below:

                    Class                       Certificate Margin
                    -----                  ----------------------------
                                            (1)                    (2)
                     A-1                   0.230%                0.460%
                     M-1                   0.550%                0.825%
                     M-2                   1.150%                1.650%
                     B-1                   1.900%                2.400%
                     B-2                   2.150%                2.650%
                     B-3A                  3.750%                4.250%

----------
(1)   On or prior to the Optional Termination Date.

(2)   After the Optional Termination Date.

            Certificate Owner: With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Book-Entry Certificate.

            Certificate Register: The register maintained pursuant to Section
5.02.

            Certificateholder or Holder: The person in whose name a Certificate
is registered in the Certificate Register, 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 Trustee is 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.

            Charged Off Loan: With respect to any Distribution Date, a defaulted
Mortgage Loan that has not yet been liquidated, giving rise to a Realized Loss,
on the date on which such Mortgage Loan becomes 180 days delinquent, due to a
determination by the Servicer, pursuant to the procedures set forth in Section
3.11, that there will be (i) no Significant Net Recoveries with respect to such
Mortgage Loan or (ii) the potential Net Recoveries are anticipated to be an
amount, determined by the Servicer in its good


                                       10
<PAGE>

faith judgment and in light of other mitigating circumstances, that is
insufficient to warrant proceeding through foreclosure or other liquidation of
the related Mortgaged Property.

            Class: All Certificates bearing the same class designation as set
forth in the Preliminary Statement.

            Class A-1 Pass-Through Rate: With respect to the initial Interest
Accrual Period, based on a LIBOR determination date of April 27, 2004, 1.3300%
per annum. With respect to any Interest Accrual Period thereafter, will be a per
annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Net Funds Cap.

            Class A-IO Notional Amount: With respect to any Distribution Date
will be equal to the product of (i) 50.00% and (ii) the Class Principal Balance
of the Class A-1 immediately prior to such Distribution Date. For federal income
tax purposes, however, the Class A-IO Certificate will have a notional amount
equal to the aggregate principal balance of the REMIC 3 Regular Interests
MTII-A-I-1.

            Class A-IO Pass-Through Rate: With respect to the initial Interest
Accrual Period, based on a LIBOR determination date of April 27, 2004, 1.9000%
per annum. With respect to any Interest Accrual Period thereafter, will be a per
annum rate equal to the excess, if any, of 3.00% over LIBOR.

            Class A-R Pass-Through Rate: With respect to the Distribution Date
in May 2004, June 2004 or July 2004, a per annum rate equal to the Initial
Mortgage Loan Net WAC Rate, initially equal to approximately 8.71% per annum,
and with respect to any Distribution Date thereafter, a per annum rate equal to
the Net Funds Cap.

            Class A-RL Pass-Through Rate: With respect to the Distribution Date
in May 2004, June 2004 or July 2004, a per annum rate equal to the Initial
Mortgage Loan Net WAC Rate, initially equal to approximately 8.71% per annum,
and with respect to any Distribution Date thereafter, a per annum rate equal to
the Net Funds Cap.

            Class B-1 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class P,
Class A-R, Class A-RL, Class M-1 and Class M-2 Certificates, in each case, after
giving effect to payments on such Distribution Date and (ii) the Class Principal
Balance of the Class B-1 Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 85.80% and (ii) the
Aggregate Collateral Balance for such Distribution Date and (B) the amount, if
any, by which (i) the Aggregate Collateral Balance for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

            Class B-1 Pass-Through Rate: With respect to the initial Interest
Accrual Period, based on a LIBOR determination date of April 27, 2004, 3.0000%
per annum. With respect to any Interest


                                       11
<PAGE>

Accrual Period thereafter, will be a per annum rate equal to the lesser of (i)
the sum of LIBOR plus the related Certificate Margin and (ii) the Net Funds Cap.

            Class B-2 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class P,
Class A-R, Class A-RL, Class M-1, Class M-2 and Class B-1 Certificates, in each
case, after giving effect to payments on such Distribution Date and (ii) the
Class Principal Balance of the Class B-2 Certificates immediately prior to such
Distribution Date exceeds (y) the lesser of (A) the product of (i) 89.28% and
(ii) the Aggregate Collateral Balance for such Distribution Date and (B) the
amount, if any, by which (i) the Aggregate Collateral Balance for such
Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of
the Cut-off Date.

            Class B-2 Pass-Through Rate: With respect to the initial Interest
Accrual Period, based on a LIBOR determination date of April 27, 2004, 3.2500%
per annum. With respect to any Interest Accrual Period thereafter, will be a per
annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Net Funds Cap.

            Class B-3 Principal Payment Amount: With respect to the Class B-3F
Certificates and Class B-3A Certificates and for any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class P,
Class A-R, Class A-RL, Class M-1, Class M-2, Class B-1 and Class B-2
Certificates, in each case, after giving effect to payments on such Distribution
Date and (ii) the aggregate Class Principal Balance of the Class B-3A
Certificates and Class B-3F Certificates immediately prior to such Distribution
Date exceeds (y) the lesser of (A) the product of (i) 92.30% and (ii) the
Aggregate Collateral Balance for such Distribution Date and (B) the amount, if
any, by which (i) the Aggregate Collateral Balance for such Distribution Date
exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date.

            Class B-3A Pass-Through Rate: With respect to the initial Interest
Accrual Period, based on a LIBOR determination date of April 27, 2004, 4.8500%
per annum. With respect to any Interest Accrual Period, will be a per annum rate
equal to the lesser of (i) the sum of LIBOR plus the related Certificate Margin
and (ii) the Net Funds Cap.

            Class B-3F Pass-Through Rate: With respect to the initial Interest
Accrual Period (a) on or prior to the Optional Termination Date, the lesser of
(i) 7.325% per annum and (ii) the Net Funds Cap, and (b) after the Optional
Termination Date, the lesser of (i) 7.825% per annum and (ii) the Net Funds Cap.

            Class M-1 Pass-Through Rate: With respect to the initial Interest
Accrual Period, based on a LIBOR determination date of April 27, 2004, 1.6500%
per annum. With respect to any Interest Accrual Period thereafter, will be a per
annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Net Funds Cap.


                                       12
<PAGE>

            Class M-1 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class P,
Class A-R and Class A-RL Certificates after giving effect to payments on such
Distribution Date and (ii) the Class Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date exceeds (y) the lesser
of (A) the product of (i) 63.80% and (ii) the Aggregate Collateral Balance for
such Distribution Date and (B) the amount, if any, by which (i) the Aggregate
Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the
Aggregate Collateral Balance as of the Cut-off Date.

            Class M-2 Pass-Through Rate: With respect to the initial Interest
Accrual Period, based on a LIBOR determination date of April 27, 2004, 2.2500%
per annum. With respect to any Interest Accrual Period thereafter, will be a per
annum rate equal to the lesser of (i) the sum of LIBOR plus the related
Certificate Margin and (ii) the Net Funds Cap.

            Class M-2 Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event has not occurred with
respect to such Distribution Date, will be the amount, if any, by which (x) the
sum of (i) the aggregate Class Principal Balance of the Class A-1, Class P,
Class A-R and Class M-1 Certificates, in each case, after giving effect to
payments on such Distribution Date and (ii) the Class Principal Balance of the
Class M-2 Certificates immediately prior to such Distribution Date exceeds (y)
the lesser of (A) the product of (i) 77.80% and (ii) the Aggregate Collateral
Balance for such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of
the Aggregate Collateral Balance as of the Cut-off Date.

            Class X-1 Distributable Amount: With respect to any Distribution
Date, the amount of interest accrued during the related Interest Accrual Period
at the related Pass-Through Rate on the Class X-1 Notional Amount for such
Distribution Date.

            Class X-1 Notional Amount: Immediately prior to any Distribution
Date, with respect to the Class X-1 Certificates, an amount equal to the
aggregate of the Uncertificated Principal Balances of the REMIC 2 Regular
Interests (other than REMIC 2 Regular Interests MTI-P and MTI-R).

            Class P Pass-Through Rate: With respect to the Class P Certificates
and the Distribution Dates, for May 2004, June 2004 and July 2004 a per annum
rate equal to the Initial Mortgage Loan Net WAC Rate, initially equal to
approximately 8.71% per annum, and with respect to any Distribution Date
thereafter, a per annum rate equal to the Net Funds Cap. For federal income tax
purposes, however, with respect to any Distribution Date, the Class P
Certificates will be entitled to 100% of the interest accrued on REMIC 3 Regular
Interest MTII-P.

            Class Principal Balance: With respect to any Class and as to any
date of determination, the aggregate of the Certificate Balances of all
Certificates of such Class as of such date plus, in the case of any Subordinate
Certificates, any increase in the Class Principal Balance of such Class pursuant
to Section 4.02(vii) due to the receipt of Net Recoveries.


                                       13
<PAGE>

            Class R-2 Interest: The sole class of residual interests in REMIC 2.

            Class R-3 Interest: The sole class of residual interests in REMIC 3.

            Class R-4 Interest: The sole class of residual interests in REMIC 4.

            Closing Date: April 29, 2004.

            Code: The Internal Revenue Code of 1986, as the same may be amended
from time to time (or any successor statute thereto).

            Collection Accounts: The accounts established and maintained by the
Servicer in accordance with Section 3.05.

            Collection Period: With respect to any Distribution Date, the period
from the second day of the month immediately preceding such Distribution Date to
and including the first day of the month of such Distribution Date.

            Combined Loan-to-Value Ratio: With respect to any Mortgage Loan and
as of any date of determination, the fraction (expressed as a percentage) the
numerator of which is the sum of (i) original principal balance of the related
Mortgage Loan at such date of determination and (ii) the unpaid principal
balance of the related First Mortgage Loan as of the date of origination of that
Mortgage Loan and the denominator of which is (a) with respect to a refinanced
Mortgage Loan, the Appraised Value of the related Mortgaged Property at
origination and (b) with respect to all other Mortgage Loans, the lesser of (i)
the Appraised Value of the related Mortgage Property at origination and (ii) the
purchase price of the related Mortgaged Property.

            Compensating Interest Payment: For any Distribution Date, an amount
to be paid by the Servicer for such Distribution Date, equal to the lesser of
(i) an amount equal to one half of the monthly Servicing Fee Rate on the
Mortgage Loans otherwise payable to the Servicer on such Distribution Date
(prior to giving effect to any Scheduled Payments due on the Mortgage Loans on
such Due Date) and (ii) the aggregate Prepayment Interest Shortfall for the
Mortgage Loans relating to Principal Prepayments received during the related
Prepayment Period.

            Corporate Trust Office: The designated office of the Trustee in the
State of New York at which at any particular time its corporate trust business
with respect to this Agreement shall be administered, which office at the date
of the execution of this Agreement is located at 4 New York Plaza, 6th Floor,
New York, New York 10004-2477, Attention: Institutional Trust Services/Global
Debt: Home Equity Mortgage Trust-2004-2.

            Corresponding Certificate: With respect to (i) REMIC 3 Regular
Interest MTII-P, (ii) REMIC 3 Regular Interest MTII-R, (iii) REMIC 3 Regular
Interest MTII-A-1 and REMIC 3 Regular Interest MTII-A-I-1, (iv) REMIC 3 Regular
Interest MTII-M-1, (v) REMIC 3 Regular Interest MTII-M-


                                       14
<PAGE>

2, (vi) REMIC 3 Regular Interest MTII-B-1, (vii) REMIC 3 Regular Interest
MTII-B-2, (viii) REMIC 3 Regular Interest MTII-B-3A and (ix) REMIC 3 Regular
Interest MTII-B-3F and the (i) Class P Certificates, (ii) Class A-R
Certificates, (iii) Class A-1 Certificates, (iv) Class M-1 Certificates, (v)
Class M-2 Certificates (vi) Class B-1 Certificates, (vii) Class B-2
Certificates, (viii) Class B-3A Certificates and (ix) Class B-3F Certificates,
respectively.

            Corresponding Uncertificated Interest: With respect to (i) REMIC 1
Regular Interest LTI-P and (ii) REMIC 1 Regular Interest LTI-R(i) REMIC 2
Regular Interest MTI-P and (ii) REMIC 2 Regular Interest MTI-R, respectively.
With respect to (i) REMIC 2 Regular Interest MTI-P, (ii) REMIC 2 Regular
Interest MTI-R, (iii) REMIC 2 Regular Interest MTI-A-1, (iv) REMIC 2 Regular
Interest MTI-A-I-1, (v) REMIC 2 Regular Interest MTI-M-1, (vi) REMIC 2 Regular
Interest MTI-M-2, (vii) REMIC 2 Regular Interest MTI-B-1, (viii) REMIC 2 Regular
Interest MTI-B-2, (ix) REMIC 2 Regular Interest MTI-B-3A and (x) REMIC 2 Regular
Interest MTI-B-3F; the (i) REMIC 3 Regular Interest MTII-P; (ii) REMIC 3 Regular
Interest MTII-R and (iii) REMIC 3 Regular Interest MTII-A-1, (iv) REMIC 3
Regular Interest MTII-A-I-1, (v) REMIC 3 Regular Interest MTII-M-1; (vi) REMIC 3
Regular Interest MTII-M-2 (vii) REMIC 3 Regular Interest MTII-B-1, (viii) REMIC
3 Regular Interest MTII-B-2, (ix) REMIC 3 Regular Interest MTII-B-3A and (x)
REMIC 3 Regular Interest MTII-B-3F, respectively.

            Credit Risk Manager: The Murrayhill Company, a Colorado corporation.

            Credit Risk Management Agreement: The agreement between Wilshire and
the Credit Risk Manager dated as of April 29, 2004.

            Credit Risk Manager Fee: As to each Mortgage Loan and any
Distribution Date, an amount equal to one month's interest at the Credit Risk
Manager Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the
Due Date in the month of such Distribution Date (prior to giving effect to any
Scheduled Payments due on such Mortgage Loan on such Due Date).

            Credit Risk Manager Fee Rate: 0.0175% per annum.

            CSFB: Credit Suisse First Boston LLC, a Delaware limited liability
company, and its successors and assigns.

            Cumulative Loss Event: For any Distribution Date, a Cumulative Loss
Event is occurring if Cumulative Net Realized Losses on the Mortgage Loans equal
or exceed the percentage of the Aggregate Collateral Balance as of the Cut-off
Date for that Distribution Date as specified below:

                                             Percentage of Aggregate
                   Distribution Date           Collateral Balance
            -----------------------------    -----------------------
            May 2004 - April 2007 .......             N.A.
            May 2007 - April 2008 .......             8.00%
            May 2008 - April 2009 .......             8.75%
            May 2009 - April 2010 .......             9.50%
            May 2010 - April 2011 .......            10.00%
            May 2011 and thereafter .....            10.50%


                                       15
<PAGE>

            Cumulative Net Realized Losses: As to any date of determination the
aggregate amount of Realized Losses as reduced by any Net Recoveries received on
Charged Off Loans.

            Current Interest: For any Class of Certificates and Distribution
Date, the amount of interest accruing at the applicable Pass-Through Rate on the
related Class Principal Balance, or Notional Amount, as applicable, of such
Class during the related Interest Accrual Period; provided, that if and to the
extent that on any Distribution Date the Interest Remittance Amount is less than
the aggregate distributions required pursuant to Section 4.02(b)(i)A-F without
regard to this proviso, then the Current Interest on each such Class will be
reduced, on a pro rata basis in proportion to the amount of Current Interest for
each Class without regard to this proviso, by the lesser of (i) the amount of
the deficiency described above in this proviso and (ii) the related Interest
Shortfall for such Distribution Date.

            Curtailment: Any payment of principal on a Mortgage Loan, made by or
on behalf of the related Mortgagor, other than a Scheduled Payment, a prepaid
Scheduled Payment or a Payoff, which is applied to reduce the outstanding Stated
Principal Balance of the Mortgage Loan.

            Custodial Agreement: The agreement, among the Trustee, the Custodian
and the Depositor providing for the safekeeping of any documents or instruments
referred to in Section 2.01 on behalf of the Certificateholders, attached hereto
as Exhibit R.

            Custodian: LaSalle Bank National Association, a national banking
association, or any successor custodian appointed pursuant to the terms of the
Custodial Agreement. Each Custodian so appointed shall act as agent on behalf of
the Trustee, and shall be compensated by the Depositor. The Trustee shall remain
at all times responsible under the terms of this Agreement, notwithstanding the
fact that certain duties have been assigned to a Custodian.

            Cut-off Date: For any Mortgage Loan, other than a Subsequent
Mortgage Loan, April 1, 2004. For any Subsequent Mortgage Loan, the applicable
Subsequent Transfer Date.

            Cut-off Date Principal Balance: As to any Mortgage Loan, the Stated
Principal Balance thereof as of the close of business on the Cut-off Date.

            Defective Mortgage Loan: Any Mortgage Loan which is required to be
repurchased pursuant to Section 2.02 or 2.03.

            Deferred Amount: For any Class of Class M or Class B Certificates
and any Distribution Date, will equal the amount by which (x) the aggregate of
the Applied Loss Amounts previously applied in reduction of the Class Principal
Balance thereof exceeds (y) the sum of (i) the aggregate of amounts


                                       16
<PAGE>

previously paid in reimbursement thereof and (ii) the amount of the increase in
the related Class Principal Balance due to the receipt of Net Recoveries as
provided in Section 4.02(vii).

            Definitive Certificates: Any Certificate issued in lieu of a
Book-Entry Certificate pursuant to Section 5.02(e).

            Deleted Mortgage Loan: As defined in Section 2.03.

            Delinquency Rate: For any month, a fraction, expressed as a
percentage, the numerator of which is the aggregate outstanding principal
balance of all Mortgage Loans 60 or more days delinquent (including all
foreclosures and REO Properties) as of the close of business on the last day of
such month, and the denominator of which is the Aggregate Collateral Balance as
of the close of business on the last day of such month.

            Denomination: With respect to each Certificate, the amount set forth
on the face thereof as the "Initial Certificate Balance of this Certificate" or
the "Initial Notional Amount of this Certificate" or, if neither of the
foregoing, the Percentage Interest appearing on the face thereof.

            Depositor: Credit Suisse First Boston Mortgage Securities Corp., a
Delaware corporation, or its successor in interest.

            Depository: The initial Depository shall be The Depository Trust
Company, the nominee of which is CEDE & Co., as 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 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.

            Determination Date: As to any Distribution Date and any Mortgage
Loan, the second Business Day immediately following the 15th day of the month of
such Distribution Date.

            Distribution Date: The 25th day of each month or if such day is not
a Business Day, the first Business Day thereafter, commencing in May 2004.

            DLJMC: DLJ Mortgage Capital, Inc., a Delaware corporation, and its
successors and assigns.

            Due Date: With respect to any Distribution Date and any Mortgage
Loan, the day during the related Due Period on which the Scheduled Payment is
due.


                                       17
<PAGE>

            Due Period: With respect to each Distribution Date, the period
commencing on the second day of the month preceding the month of the
Distribution Date and ending on the first day of the month of the Distribution
Date.

            Eligible Account: Either (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company acceptable
to the Rating Agencies or (ii) an account or accounts the deposits in which are
insured by the FDIC to the limits established by such corporation, provided that
any such deposits not so insured shall be maintained in an account at a
depository institution or trust company whose commercial paper or other short
term debt obligations (or, in the case of a depository institution or trust
company which is the principal subsidiary of a holding company, the commercial
paper or other short term debt obligations of such holding company) have been
rated by Moody's and Fitch in its highest short-term rating category and by S&P
at least "A-1+", or (iii) a segregated trust account or accounts (which shall be
a "special deposit account") maintained with the Trustee or any other federal or
state chartered depository institution or trust company, acting in its fiduciary
capacity, in a manner acceptable to the Trustee and the Rating Agencies.
Eligible Accounts may bear interest.

            Eligible Investments: Any one or more of the obligations and
securities listed below which investment provides for a date of maturity not
later than the Determination Date in each month:

            (i) direct obligations of, and obligations fully guaranteed by, the
      United States of America, or any agency or instrumentality of the United
      States of America the obligations of which are backed by the full faith
      and credit of the United States of America; or obligations fully
      guaranteed by, the United States of America; Freddie Mac, Fannie Mae, the
      Federal Home Loan Banks or any agency or instrumentality of the United
      States of America rated AA or higher by the Rating Agencies;

            (ii) federal funds, demand and time deposits in, certificates of
      deposits of, or bankers' acceptances issued by, any depository institution
      or trust company incorporated or organized under the laws of the United
      States of America or any state thereof and subject to supervision and
      examination by federal and/or state banking authorities, so long as at the
      time of such investment or contractual commitment providing for such
      investment the commercial paper or other short-term debt obligations of
      such depository institution or trust company (or, in the case of a
      depository institution or trust company which is the principal subsidiary
      of a holding company, the commercial paper or other short-term debt
      obligations of such holding company) are rated in one of two of the
      highest ratings by each of the Rating Agencies, and the long-term debt
      obligations of such depository institution or trust company (or, in the
      case of a depository institution or trust company which is the principal
      subsidiary of a holding company, the long-term debt obligations of such
      holding company) are rated in one of two of the highest ratings, by each
      of the Rating Agencies;

            (iii) repurchase obligations with a term not to exceed 30 days with
      respect to any security described in clause (i) above and entered into
      with a depository institution or trust company (acting as a principal)
      rated "A" or higher by Moody's, "A-1" or higher by S&P and "F-


                                       18
<PAGE>

      1" or higher by Fitch; provided, however, that collateral transferred
      pursuant to such repurchase obligation must be of the type described in
      clause (i) above and must (A) be valued daily at current market price plus
      accrued interest, (B) pursuant to such valuation, be equal, at all times,
      to 105% of the cash transferred by the Trustee in exchange for such
      collateral, and (C) be delivered to the Trustee or, if the Trustee is
      supplying the collateral, an agent for the Trustee, in such a manner as to
      accomplish perfection of a security interest in the collateral by
      possession of certificated securities;

            (iv) securities bearing interest or sold at a discount issued by any
      corporation incorporated under the laws of the United States of America or
      any state thereof which has a long-term unsecured debt rating in the
      highest available rating category of each of the Rating Agencies at the
      time of such investment;

            (v) commercial paper having an original maturity of less than 365
      days and issued by an institution having a short-term unsecured debt
      rating in the highest available rating category of Moody's and Fitch and
      rated "A-1+" by S&P at the time of such investment;

            (vi) a guaranteed investment contract approved by each of the Rating
      Agencies and issued by an insurance company or other corporation having a
      long-term unsecured debt rating in the highest available rating category
      of each of the Rating Agencies at the time of such investment;

            (vii) which may be 12b-1 funds as contemplated under the rules
      promulgated by the Securities and Exchange Commission under the Investment
      Company Act of 1940) having ratings in the highest available rating
      category of Moody's and Fitch and or "AAAm" or "AAAm-G" by S&P at the time
      of such investment (any such money market funds which provide for demand
      withdrawals being conclusively deemed to satisfy any maturity requirements
      for Eligible Investments set forth herein) including money market funds of
      the Servicer or the Trustee and any such funds that are managed by the
      Servicer or the Trustee or their respective Affiliates or for the Servicer
      or the Trustee or any Affiliate of either acts as advisor, as long as such
      money market funds satisfy the criteria of this subparagraph (vii); and

            (viii) such other investments the investment in which will not, as
      evidenced by a letter from each of the Rating Agencies, result in the
      downgrading or withdrawal of the Ratings of the Certificates.

provided, however, that no such instrument shall be an Eligible Investment if
such instrument evidences either (i) a right to receive only interest payments
with respect to the obligations underlying such instrument, or (ii) both
principal and interest payments derived from obligations underlying such
instrument and the principal and 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.

            ERISA: The Employee Retirement Income Security Act of 1974, as
amended.


                                       19
<PAGE>

            ERISA-Restricted Certificates: As specified in the Preliminary
Statement.

            Escrow Account: The separate account or accounts created and
maintained by the Servicer pursuant to Section 3.06.

            Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, mortgage insurance premiums, fire and hazard
insurance premiums, and any other payments required to be escrowed by the
Mortgagor with the mortgagee pursuant to the Mortgage, applicable law or any
other related document.

            Event of Default: As defined in Section 7.01.

            Expense Fees: As to each Mortgage Loan, the sum of the Servicing
Fee, the Credit Risk Manager Fee and the Trustee Fee.

            Expense Fee Rate: As to each Mortgage Loan, the sum of the related
Servicing Fee Rate, the Credit Risk Manager Fee Rate and the Trustee Fee Rate.

            Fair Market Value: The fair market value of all of the property of
the Trust, as agreed upon between the Optional Termination Holder and a majority
of the Holders of the Class A-RL Certificates; provided, however, that if the
Optional Termination Holder and a majority of the Holders of the Class A-RL
Certificates do not agree upon the fair market value of all the property of the
Trust, the Trustee shall solicit, or cause the solicitation of, good faith bids
for all of the property of the Trust until it has received three bids from
institutions that are regular purchasers and/or sellers in the secondary market
of residential whole mortgage loans similar to the Mortgage Loans, and the Fair
Market Value shall be equal to the highest of such three bids.

            Fannie Mae: Fannie Mae, a federally chartered and privately owned
corporation organized and existing under the Federal National Mortgage
Association Charter Act, or any successor thereto.

            Fannie Mae Guides: The Fannie Mae Sellers' Guide and the Fannie Mae
Servicers' Guide and all amendments or additions thereto.

            FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.

            FIRREA: The Financial Institutions Reform, Recovery and Enforcement
Act of 1989.

            First Mortgage Loan: A Mortgage Loan that is secured by a first lien
on the Mortgaged Property securing the related Mortgage Note.

            Fitch: Fitch, Inc., or any successor thereto.


                                       20
<PAGE>

            Foreclosure Restricted Loan: Any Mortgage Loan that is 60 or more
days delinquent as of the Closing Date, unless such Mortgage Loan has become
current for three consecutive Scheduled Payments after the Closing Date.

            Freddie Mac: 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.

            Highest Priority: As of any date of determination, the Class of
Subordinate Certificates then outstanding with a Class Principal Balance greater
than zero, with the highest priority for payments pursuant to Section 4.02, in
the following order of decreasing priority: Class M-1, Class M-2, Class B-1,
Class B-2, and then the Class B-3A Certificates and Class B-3F Certificates, on
a pro rata basis.

            Initial Mortgage Loan: A Mortgage Loan conveyed to the Trust on the
Closing Date pursuant to this Agreement as identified on the Mortgage Loan
Schedule delivered to the Trustee on the Closing Date.

            Initial Mortgage Loan Net WAC Rate: A per annum rate equal to the
weighted average of the Net Mortgage Rates of the Initial Mortgage Loans.

            Indirect Participant: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Depository Participant.

            Insurance Proceeds: Proceeds paid under any Insurance Policy
covering a Mortgage Loan to the extent the proceeds are not (i) applied to the
restoration of the related Mortgaged Property, (ii) applied to the satisfaction
of any related First Mortgage Loan or (iii) released to the Mortgagor in
accordance with the procedures that the Servicer would follow in servicing
mortgage loans held for its own account.

            Interest Accrual Period: With respect to each Distribution Date, (i)
with respect to the Class A-R, Class A-RL, Class P, Class X-1 and Class B-3F
Certificates, the calendar month prior to the month of such Distribution Date,
(ii) with respect to the Class A-1, Class M-1, Class M-2, Class B-1, Class B-2
and Class B-3A Certificates, the one-month period commencing on the immediately
preceding Distribution Date (or the Closing Date, in the case of the first
Distribution Date) and ending on the day immediately preceding the related
Distribution Date and (iii) with respect to the Class A-IO Certificates, the
one-month period commencing on the 25th day of the month preceding the related
Distribution Date and ending on the 24th day of the month of such Distribution
Date.

            Interest Remittance Amount: For any Distribution Date, an amount
equal to the sum of (1) all interest collected (other than Payaheads and Simple
Interest Excess, if applicable) or advanced in respect of Scheduled Payments on
the Mortgage Loans during the related Due Period, the interest portion of
Payaheads previously received and intended for application in the related Due
Period and the interest portion of all Payoffs and Curtailments received on the
Mortgage Loans during the related Prepayment


                                       21
<PAGE>

Period, less (x) the Expense Fee with respect to such Mortgage Loans and (y)
unreimbursed Advances and other amounts due to the Servicer or the Trustee with
respect to such Mortgage Loans, to the extent allocable to interest, (2) all
Compensating Interest Payments paid by the Servicer with respect to the Mortgage
Loans it is servicing and such Distribution Date, (3) the portion of any
Substitution Adjustment Amount or Repurchase Price paid with respect to such
Mortgage Loans during the calendar month immediately preceding the Distribution
Date allocable to interest, (4) all Liquidation Proceeds, Net Recoveries and any
Insurance Proceeds and other recoveries (net of unreimbursed Advances, Servicing
Advances and expenses, to the extent allocable to interest, and unpaid Servicing
Fees) collected with respect to the Mortgage Loans during the prior calendar
month, to the extent allocable to interest and (5) any amounts withdrawn from
the Simple Interest Excess Sub-Account and the Capitalized Interest Account to
pay interest on the Certificates with respect to such Distribution Date. If on
any Determination Date the amount deposited into the Collection Account with
respect to Compensating Interest is the amount calculated in clause (ii) of the
definition of Compensating Interest Payment for such Distribution Date, any
remaining Servicing Fee shall be available to cover any Net Simple Interest
Shortfalls on the Mortgage Loans remaining on such Distribution Date, after
giving effect to the withdrawal from the Simple Interest Excess Sub-Account
pursuant to Section 3.06(f) on such Distribution Date.

            Interest Shortfall: For any Distribution Date, the aggregate
shortfall, if any, in collections of interest for the previous month (adjusted
to the related Net Mortgage Rate) on Mortgage Loans resulting from (a) Principal
Prepayments received during the related Prepayment Period to the extent not
covered by Compensating Interest and (b) Relief Act Reductions.

            Last Scheduled Distribution Date: With respect to each Class of
Certificates, the Distribution Date in August 2034.

            Latest Possible Maturity Date: Solely for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date" of all interests created in REMIC 1, REMIC 2, REMIC 3 and REMIC 4 shall be
August 25, 2034.

            LIBOR: For any Interest Accrual Period other than the first Interest
Accrual Period, the rate for United States dollar deposits for one month which
appears on the Dow Jones Telerate Screen Page 3750 as of 11:00 A.M., London,
England time, on the second LIBOR Business Day prior to the first day of such
Interest Accrual Period. With respect to the first Interest Accrual Period, the
rate for United States dollar deposits for one month which appears on the Dow
Jones Telerate Screen Page 3750 as of 11:00 A.M., London, England time, two
LIBOR Business Days prior to the Closing Date. If such rate does not appear on
such page (or such other page as may replace that page on that service, or if
such service is no longer offered, such other service for displaying LIBOR or
comparable rates as may be reasonably selected by the Trustee), the rate will be
the Reference Bank Rate. If no such quotations can be obtained and no Reference
Bank Rate is available, LIBOR will be the LIBOR applicable to the Interest
Accrual Period preceding the next applicable Distribution Date.


                                       22
<PAGE>

            LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of New York or in the city
of London, England are required or authorized by law to be closed.

            Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated or for
which payments under the related private mortgage insurance policy, hazard
insurance policy or any condemnation proceeds were received, in the calendar
month preceding the month of such Distribution Date and as to which the Servicer
has determined (in accordance with this Agreement) that it has received all
amounts it expects to receive in connection with the liquidation of such
Mortgage Loan, including the final disposition of the related REO Property.

            Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or similar
disposition or amounts received in connection with any condemnation or partial
release of a Mortgaged Property and any other proceeds received in connection
with an REO Property, in each case, which, for the avoidance of doubt, is
remaining after, or not otherwise required to be applied to, the satisfaction of
any related First Mortgage Loan, less the sum of related unreimbursed Expense
Fees, Servicing Advances, Advances and reasonable out-of-pocket expenses.

            Majority in Interest: As to any Class of Regular Certificates or the
Class X-2 Certificates, the Holders of Certificates of such Class evidencing, in
the aggregate, at least 51% of the Percentage Interests evidenced by all
Certificates of such Class.

            Marker Rate: With respect to the REMIC 3 Regular Interest MTII-X-1
and any Distribution Date, a per annum rate equal to two (2) times the weighted
average of the Uncertificated REMIC 2 Pass-Through Rates for REMIC 2 Regular
Interests MTI-A-1, MTI-A-I-1, MTI-M-1, MTI-M-2, MTI-B-1, MTI-B-2, MTI-B-3A,
MTI-B-3F and MT-ZZ, with the rates on the REMIC 2 Regular Interests MTI-A-1,
MTI-M-1, MTI-M-2, MTI-B-1, MTI-B-2, MTI-B-3A, MTI-B-3F subject to a cap, for the
purpose of this calculation, equal to the lesser of (A) LIBOR plus the
Certificate Margin for the Corresponding Uncertificated Interest and (B) the
REMIC 2 Net WAC Rate, with the rates on the REMIC 2 Regular Interests MTI-A-I-1,
subject to a cap, for the purpose of this calculation, equal to the lesser of
(i) the greater of (A) LIBOR plus the Certificate Margin for the Corresponding
Uncertificated Interest and (B) the related Certificate Margin plus 3.00% and
(ii) the REMIC 2 Net WAC Rate, and with the rate on the REMIC 2 Regular Interest
MT-ZZ subject to a cap, for the purpose of this calculation, equal to zero.

            MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

            MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.

            MIN: The Mortgage Identification Number for Mortgage Loans
registered with MERS on the MERS(R) System.


                                       23
<PAGE>

            MOM Loan: With respect to any Mortgage Loan, MERS acting as the
mortgagee of such Mortgage Loan, solely as nominee for the originator of such
Mortgage Loan and its successors and assigns, at the origination thereof.

            Monthly Excess Cashflow: For any Distribution Date, an amount equal
to the sum of the Monthly Excess Interest and Overcollateralization Release
Amount, if any, for such date.

            Monthly Excess Interest: As to any Distribution Date, the sum of (A)
the Interest Remittance Amount remaining after the application of payments
pursuant to clauses A. through F. of Section 4.02(b)(i) plus (B) the Principal
Payment Amount remaining after the application of payments pursuant to clauses
A. through E. of Section 4.02(b)(ii) or (iii).

            Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.06.

            Moody's: Moody's Investors Service, Inc., or any successor thereto.
For purposes of Section 10.05(b) the address for notices to Moody's shall be
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention: Residential Pass-Through Monitoring, or such other address as Moody's
may hereafter furnish to the Depositor, the Servicer and the Trustee.

            Mortgage: The mortgage, deed of trust or other instrument creating a
first or second lien on an estate in fee simple or leasehold interest in real
property securing a Mortgage Note.

            Mortgage File: The Mortgage documents listed in Section 2.01(b)
hereof pertaining to a particular Initial Mortgage Loan or Subsequent Mortgage
Loan and any additional documents delivered to the Trustee to be added to the
Mortgage File pursuant to this Agreement.

            Mortgage Loans: Such of the mortgage loans transferred and assigned
to the Trustee pursuant to the provisions hereof as from time to time are held
as a part of the Trust Fund (including any REO Property), the mortgage loans so
held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure
or other acquisition of title of the related Mortgaged Property.

            Mortgage Loan Purchase Price: The price, calculated as set forth in
Section 9.01, to be paid in connection with the purchase of the Trust Collateral
by the Auction Purchaser.

            Mortgage Loan Schedule: The Mortgage Loan Schedule which will list
the Mortgage Loans (as from time to time amended by the Seller to reflect the
addition of Qualified Substitute Mortgage Loans and the purchase of Mortgage
Loans pursuant to Section 2.02 or 2.03) transferred to the Trustee as part of
the Trust Fund and from time to time subject to this Agreement, attached hereto
as Schedule I, setting forth the following information with respect to each
Mortgage Loan:

            (i) the Mortgage Loan identifying number;


                                       24
<PAGE>

            (ii) [reserved];

            (iii) the zip code of the Mortgaged Property;

            (iv) a code indicating the type of Mortgaged Property and the
      occupancy status.

            (v) the original months to maturity or the remaining months to
      maturity from the Cut-off Date, in any case based on the original
      amortization schedule and, if different, the maturity expressed in the
      same manner but based on the actual amortization schedule;

            (vi) the Combined Loan-to-Value Ratio at origination;

            (vii) the Mortgage Rate as of the Cut-off Date;

            (viii) the stated maturity date;

            (ix) the amount of the Scheduled Payment as of the Cut-off Date;

            (x) the original principal amount of the Mortgage Loan;

            (xi) the principal balance of the Mortgage Loan as of the close of
      business on the Cut-off Date, after deduction of payments of principal
      due on or before the Cut-off Date whether or not collected;

            (xii) a code indicating the purpose of the Mortgage Loan (i.e.,
      purchase, rate and term refinance, equity take-out refinance);

            (xiii) the Net Mortgage Rate as of the Cut-off Date;

            (xiv) the Originator of the related Mortgage Loan;

            (xv) the Servicing Fee Rate;

            (xvi) the related sub-servicer;

            (xvii) a code indicating whether a Mortgage Loan is subject to a
      Prepayment Charge;

            (xviii) the amount of the Prepayment Charge with respect to each
      Mortgage Loan and a code identifying whether such Prepayment Charge is
      related to a Curtailment or Payoff;

            (xix) whether such Mortgage Loan is a Balloon Loan; and

            (xx) whether such Mortgage Loan is a Simple Interest Mortgage Loan.


                                       25
<PAGE>

            With respect to the Mortgage Loans in the aggregate, each, the
Mortgage Loan Schedule shall set forth the following information, as of the
Cut-off Date:

            (i) the number of Mortgage Loans; and

            (ii) the current aggregate principal balance of the Mortgage Loans
      as of the close of business on the Cut-off Date, after deduction of
      payments of principal due on or before the Cut-off Date whether or not
      collected.

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

            Mortgage Rate: The annual fixed rate of interest borne by a Mortgage
Note.

            Mortgaged Property: The underlying real property securing a Mortgage
Loan.

            Mortgagor: The obligor(s) on a Mortgage Note.

            Net Excess Spread: With respect to any Distribution Date and Loan, a
fraction, expressed as a percentage, the numerator of which is equal to the
excess of (x) the aggregate Stated Principal Balance for such Distribution Date
of the Mortgage Loans, multiplied by the weighted average Net Mortgage Rate of
such Mortgage Loans over (y) the Interest Remittance Amount for such
Distribution Date, and the denominator of which is an amount equal to the
aggregate Stated Principal Balance for such Distribution Date of the Mortgage
Loans, multiplied by the actual number of days elapsed in the related Interest
Accrual Period divided by 360.

            Net Funds Cap: As to any Distribution Date, will be a per annum rate
equal to (a) a fraction, expressed as a percentage, (a) the numerator of which
is (1) the amount of interest accrued on the Mortgage Loans for such date, minus
(2) the Expense Fee, and (b) the denominator of which is the product of (i) the
Aggregate Collateral Balance immediately preceding such Distribution Date (or as
of the Cut-off Date in the case of the first Distribution Date), multiplied by
(ii)(x) in the case of the Class A-R, Class A-RL, Class P, and Class B-3F
Certificates, 1/12 and (y) in the case of the Class A-1, Class M-1, Class M-2,
Class B-1, Class B-2 and Class B-3A Certificates, the actual number of days in
the related Interest Accrual Period divided by 360. For federal income tax
purposes, however, as to any Distribution Date will be the equivalent of the
foregoing, expressed as a per annum rate equal to the weighted average of the
Uncertificated Pass-Through Rates on the REMIC 3 Regular Interests (other than
the REMIC 3 Regular Interest MT-P and the REMIC 3 Regular Interest MT-R)
multiplied by (x) in the case of the Class A-R, Class P and Class B-3F
Certificates, 1/12 and (y) in the case of the Class A-1, Class M-1, Class M-2,
Class B-1, Class B-2, Class B-3A Certificates, the actual of days in the related
Interest Accrual Period divided by 360.


                                       26
<PAGE>

            Net Mortgage Rate: As to each Mortgage Loan, and at any time, the
per annum rate equal to the Mortgage Rate less the related Expense Fee Rate.

            Net Prepayment Interest Shortfalls: As to any Distribution Date, the
amount, if any, by which the aggregate of Prepayment Interest Shortfalls during
the Prepayment Period exceeds the Compensating Interest Payment for such
Distribution Date.

            Net Recovery: Any proceeds received by the Servicer on a delinquent
or Charged Off Loan (including any Liquidation Proceeds received on a Charged
Off Loan), net of any Servicing Fee, Ancillary Income and any other related
expenses.

            Net Simple Interest Excess: As of any Distribution Date, an amount
equal to the excess, if any, of the aggregate amount of Simple Interest Excess
with respect to the Mortgage Loans over the amount of Simple Interest Shortfall
with respect to the Mortgage Loans.

            Net Simple Interest Shortfall: As of any Distribution Date, an
amount equal to the excess, if any, of the aggregate amount of Simple Interest
Shortfall with respect to the Mortgage Loans over the amount of Simple Interest
Excess with respect to the Mortgage Loans.

            Nonrecoverable Advance: Any portion of an Advance or Servicing
Advance previously made or proposed to be made by the Servicer that, in the good
faith judgment of the Servicer, will not be ultimately recoverable by the
Servicer from the related Mortgagor, related Liquidation Proceeds or otherwise.

            Notional Amount: The Class A-IO Notional Amount or the Class X-1
Notional Amount, as the context requires.

            Notional Amount Certificates: As specified in the Preliminary
Statement.

            Offered Certificates: As specified in the Preliminary Statement.

            Officer's Certificate: A certificate signed by the Chairman of the
Board or the Vice Chairman of the Board or the President or a Vice President or
an Assistant Vice President or the Treasurer or the Secretary or one of the
Assistant Treasurers or Assistant Secretaries of the Servicer or the Depositor,
and delivered to the Depositor or the Trustee, as the case may be, as required
by this Agreement.

            Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Depositor or the Servicer, including in-house counsel, reasonably
acceptable to the Trustee; provided, however, that with respect to the
interpretation or application of the REMIC Provisions, such counsel must (i) in
fact be independent of the Depositor and the Servicer, (ii) not have any
material direct financial interest in the Depositor or the Servicer or in any
affiliate of either, and (iii) not be connected with the Depositor or the


                                       27
<PAGE>

Servicer as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

            Optional Termination: The termination of the trust created hereunder
in connection with the purchase of the Mortgage Loans pursuant to Section 9.01.

            Optional Termination Date: The first date on which the Optional
Termination may be exercised.

            Optional Termination Holder: Wilshire, as Servicer, or any successor
servicer appointed by the Seller, so long as the Seller is the owner of the
servicing rights.

            OTS: The Office of Thrift Supervision.

            Outsourcer: As defined in Section 3.02.

            Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except: (i) Certificates theretofore canceled by the Trustee or
delivered to the Trustee for cancellation; and (ii) Certificates in exchange for
which or in lieu of which other Certificates have been executed and delivered by
the Trustee pursuant to this Agreement.

            Outstanding Mortgage Loan: As of any Due Date, a Mortgage Loan with
a Stated Principal Balance greater than zero which was not the subject of a
Payoff prior to such Due Date and which did not become a Liquidated Mortgage
Loan or Charged Off Loan prior to such Due Date.

            Overcollateralization Amount: For any Distribution Date, an amount
equal to the amount, if any, by which (x) the Aggregate Collateral Balance for
such Distribution Date exceeds (y) the aggregate Class Principal Balance of the
Certificates after giving effect to payments on such Distribution Date.

            Overcollateralization Release Amount: For any Distribution Date, an
amount equal to the lesser of (x) the Principal Remittance Amount for such
Distribution Date and (y) the amount, if any, by which (1) the
Overcollateralization Amount for such date, calculated for this purpose on the
basis of the assumption that 100% of the aggregate of the Principal Remittance
Amount for such date is applied on such date in reduction of the aggregate of
the Class Principal Balances of the Certificates (to an amount not less than
zero), exceeds (2) the Targeted Overcollateralization Amount for such date.

            Overfunded Interest Amount: With respect to any Subsequent Transfer
Date and the Subsequent Mortgage Loans, the excess of (A) the amount on deposit
in the Capitalized Interest Account on such date over (B) the excess of (i) the
amount of interest accruing at (x) the assumed weighted average Pass-Through
Rates of the Senior Certificates multiplied by (y) the Pre-Funding Amount
outstanding at the end of the related Due Period for the total number of days
remaining through the end of the Interest Accrual Periods ending (a) May 25,
2004, (b) June 25, 2004 and (c) July 26, 2004 over (ii) one month of


                                       28
<PAGE>

investment earnings on the amount on deposit in the Capitalized Interest Account
on such date at an annual rate of 0.65%. The assumed weighted average
Pass-Through Rate of the Senior Certificates will be calculated assuming LIBOR
is 1.10% for any Subsequent Transfer Date for the Subsequent Mortgage Loans
prior to the May 2004 Distribution Date, 1.50% for any Subsequent Transfer Date
for the Subsequent Mortgage Loans prior to the June 2004 Distribution Date and
1.90% for any Subsequent Transfer Date for the Subsequent Mortgage Loans prior
to the July 2004 Distribution Date.

            Ownership Interest: As to any Residual Certificate, any ownership or
security 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.

            Par Value: As defined in Section 9.01 hereof; provided that the "Par
Value" for any Auction Date shall also include the auction expenses of the
Trustee (which auction expenses shall not exceed $25,000).

            Pass-Through Rate: With respect to the Class A-1,Class A-IO, Class
A-R, Class A-RL, Class P, Class M-1, Class M-2, Class B-1, Class B-2, Class B-3A
and Class B-3F Certificates, the Class A-1 Pass-Through Rate, Class A-IO
Pass-Through Rate, Class A-R Pass-Through Rate, Class A-RL Pass-Through Rate,
Class P Pass-Through Rate, Class M-1 Pass-Through Rate, Class M-2 Pass-Through
Rate, Class B-1 Pass-Through Rate, Class B-2 Pass-Through Rate, Class B-3A
Pass-Through Rate and Class B-3F Pass-Through Rate.

            With respect to the Class X-1 Certificates and any Distribution
Date, a per annum rate equal to the REMIC 3 Pass-Through Rate on REMIC III
Regular Interest MTII-X-1, which is equal to the percentage equivalent of a
fraction, the numerator of which is the sum of the amounts calculated pursuant
to clauses (A) through (K) below, and the denominator of which is the aggregate
of the Uncertificated Principal Balances of REMIC 2 Regular Interest MTI-AA,
REMIC 2 Regular Interest MTI-A-1, REMIC 2 Regular Interest MTI-A-I-1, REMIC 2
Regular Interest MTI-M-1, REMIC 2 Regular Interest MTI-M-2, REMIC 2 Regular
Interest MTI-B-1, REMIC 2 Regular Interest MTI-B-2, REMIC 2 Regular Interest
MTI-B-3A, REMIC 2 Regular Interest MTI-B-3F and REMIC 2 Regular Interest MTI-ZZ.
For purposes of calculating the Pass-Through Rate for the REMIC 3 Regular
Interest MTII-X-1, the numerator is equal to the sum of the following
components:

            (A) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-AA minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-AA;

            (B) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-A-1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-A-1;


                                       29
<PAGE>

            (C) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-A-I-1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-A-I-1;

            (D) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-M1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-1;

            (E) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-M-2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-M-2;

            (F) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-B-1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-B-1;

            (G) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-B-2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-B-2;

            (H) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-B-3A minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-B-3A;

            (I) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MTI-B-3F minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-B-3F;

            (J) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
Interest MT-ZZ minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-ZZ.

            Payahead: Any Scheduled Payment intended by the related Mortgagor to
be applied in a Due Period subsequent to the Due Period in which such payment
was received.

            Payoff: Any payment of principal on a Mortgage Loan equal to the
entire outstanding Stated Principal Balance of such Mortgage Loan, if received
in advance of the last scheduled Due Date for such Mortgage Loan and accompanied
by an amount of interest equal to accrued unpaid interest on the Mortgage Loan
to the date of such payment-in-full.

            Percentage Interest: As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face


                                       30
<PAGE>

thereof or equal to the percentage obtained by dividing the Denomination of such
Certificate by the aggregate of the Denominations of all Certificates of the
same Class.

            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)
which 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
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
United States Person, and (vi) a Person designated as a non-Permitted Transferee
by the Depositor based upon an Opinion of Counsel that the Transfer of an
Ownership Interest in a Residual Certificate to such Person may cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and, with
the exception of Freddie Mac, a majority of its board of directors is not
selected by such government unit.

            Person: Any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government, or any agency or political
subdivision thereof.

            Physical Certificates: As specified in the Preliminary Statement.

            Pre-Funding Account: The separate Eligible Account created and
maintained by the Trustee with respect to the Mortgage Loans pursuant to Section
3.05(f) in the name of the Trustee for the benefit of the Certificateholders and
designated "JPMorgan Chase Bank, in trust for registered holders of Home Equity
Mortgage Pass-Through Certificates, Series 2004-2." Funds in the Pre-Funding
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement and shall not be a part of any REMIC
created hereunder; provided, however, that any investment income earned from
Eligible Investments made with funds in the Pre-Funding Account shall be for the
account of the Depositor.

            Pre-Funding Amount: The amount deposited in the Pre-Funding Account
on the Closing Date, which shall equal $16,469,215.07.

            Pre-Funding Period: the period from the Closing Date until the
earliest of (i) the date on which the amount on deposit in the Pre-Funding
Account is reduced to zero, (ii) the date on which an Event of Default occurs or
(iii) July 25, 2004.

            Prepayment Interest Shortfall: As to any Mortgage Loan, Distribution
Date and Principal Prepayment, other than Principal Prepayments in full that
occur during the portion of the Prepayment Period that is in the same calendar
month as the Distribution Date, the difference between (i) one full month's


                                       31
<PAGE>

interest at the applicable Mortgage Rate (giving effect to any applicable Relief
Act Reduction), as reduced by the Expense Fee Rate, on the outstanding principal
balance of such Mortgage Loan immediately prior to such prepayment and (ii) the
amount of interest actually received that accrued during the month immediately
preceding such Distribution Date or, with respect to any Mortgage Loan with a
Due Date other than the first of the month, the amount of interest actually
received that accrued during the one-month period immediately preceding the Due
Date following the Principal Payment, with respect to such Mortgage Loan in
connection with such Principal Prepayment.

            Prepayment Charge: With respect to any Mortgage Loan, any penalty
required to be paid if the Mortgagor prepays such Mortgage Loan as provided in
the related Mortgage Note or Mortgage.

            Prepayment Period: With respect to each Distribution Date (other
than the May 2004 Distribution Date) and each Payoff, the related "Prepayment
Period" will be the 15th of the month preceding the month in which the related
Distribution Date occurs through the 14th of the month in which the related
Distribution Date occurs. With respect to the May 2004 Distribution Date and
each Payoff, the related "Prepayment Period" will be April 1, 2004 through May
14, 2004. With respect to each Distribution Date and each Curtailment, the
related "Prepayment Period" will be the calendar month preceding the month in
which the related Distribution Date occurs.

            Principal Payment Amount: For any Distribution Date, an amount equal
to the Principal Remittance Amount plus any Excess Cashflow Loss Payment for
such date, minus the Overcollateralization Release Amount, if any, for such
date.

            Principal Remittance Amount: For any Distribution Date, an amount
equal to the sum of (1) all principal collected (other than Payaheads) or
advanced in respect of Scheduled Payments on the Mortgage Loans during the
related Due Period (less unreimbursed Advances, Servicing Advances and other
amounts due to the Servicer and the Trustee with respect to the Mortgage Loans,
to the extent allocable to principal) and the principal portion of Payaheads
previously received and intended for application in the related Due Period, (2)
all Principal Prepayments on the Mortgage Loans received during the related
Prepayment Period, (3) the outstanding principal balance of each Mortgage Loan
that was repurchased by the Seller, the Optional Termination Holder or the
Majority in Interest Class X-2 Certificateholder during the calendar month
immediately preceding such Distribution Date, (4) the portion of any
Substitution Adjustment Amount paid with respect to any Deleted Mortgage Loans
during the calendar month immediately preceding such Distribution Date allocable
to principal, (5) all Liquidation Proceeds and any Insurance Proceeds and other
recoveries (net of unreimbursed Advances, Servicing Advances and other expenses,
to the extent allocable to principal) and Net Recoveries collected with respect
to the Mortgage Loans during the prior calendar month, to the extent allocable
to principal and (6) with respect to the Distribution Date in July 2004, the
amount remaining in the Pre-Funding Account at the end of the Pre-Funding
Period.

            Principal Prepayment: Any payment of principal on a Mortgage Loan
which constitutes a Payoff or Curtailment.


                                       32
<PAGE>

            Prospectus Supplement: The Prospectus Supplement dated April 27,
2004 relating to the Offered Certificates.

            PUD: Planned Unit Development.

            Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of business
and each state having jurisdiction over such insurer in connection with the
insurance policy issued by such insurer, duly authorized and licensed in such
states to transact a mortgage guaranty insurance business in such states and to
write the insurance provided by the insurance policy issued by it, approved as a
Fannie Mae-or Freddie Mac-approved mortgage insurer or having a claims paying
ability rating of at least "AA" or equivalent rating by at least two nationally
recognized statistical rating organizations. Any replacement insurer with
respect to a Mortgage Loan must have at least as high a claims paying ability
rating as the insurer it replaces had on the Closing Date.

            Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
the Seller for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in a Request for Release, substantially in the form
of Exhibit M (i) have a Stated Principal Balance, after deduction of the
principal portion of the Scheduled Payment due in the month of substitution (or,
in the case of a substitution of more than one mortgage loan for a Deleted
Mortgage Loan, an aggregate principal balance), not in excess of, and not more
than 10% less than the Stated Principal Balance of the Deleted Mortgage Loan;
(ii) be accruing interest at a rate no lower than and not more than 1% per annum
higher than, that of the Deleted Mortgage Loan; (iii) have a Combined
Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have
a remaining term to maturity no greater than (and not more than one year less
than that of) the Deleted Mortgage Loan; and (v) comply with each representation
and warranty set forth in Section 2.03(f).

            Rating Agency: S&P and Moody's. If either such organization or a
successor is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating organization, or other comparable Person, as is
designated by the Depositor, notice of which designation shall be given to the
Trustee and the Servicer. References herein to a given rating or rating category
of a Rating Agency shall mean such rating category without giving effect to any
modifiers.

            Ratings: As of any date of determination, the ratings, if any, of
the Certificates as assigned by the Rating Agencies.

            Realized Loss: With respect to each Liquidated Mortgage Loan, an
amount (not less than zero or greater than the Stated Principal Balance of the
Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated
Principal Balance of the Liquidated Mortgage Loan as of the date of such
liquidation, plus (ii) interest at the Net Mortgage Rate from the related Due
Date as to which interest was last paid or advanced (and not reimbursed) to the
related Certificateholders up to the related Due Date in the month in which
Liquidation Proceeds are required to be distributed on the Stated Principal
Balance of such Liquidated Mortgage Loan from time to time, minus (iii) the
Liquidation Proceeds, if any, received during the month in which such
liquidation occurred, to the extent applied as recoveries of interest at the Net


                                       33
<PAGE>

Mortgage Rate and to principal of the Liquidated Mortgage Loan. Any Charged Off
Loan will give rise to a Realized Loss (calculated as if clause (iii) of the
previous sentence is equal to zero) at the time it is charged off, as described
in Section 3.11(a)(iii) hereof.

            If the Servicer receives Net Recoveries with respect to any Charged
Off Loan, the amount of the Realized Loss with respect to that Charged Off Loan
will be reduced to the extent such recoveries are applied to principal
distributions on any Distribution Date.

            Record Date: With respect to the Certificates (other than the Class
A-1, Class A-IO, Class M-1, Class M-2, Class B-1, Class B-2 and Class B-3A
Certificates which are Book-Entry Certificates) and any Distribution Date, the
close of business on the last Business Day of the month preceding the month in
which such applicable Distribution Date occurs. With respect to the Class A-1,
Class A-IO, Class M-1, Class M-2, Class B-1, Class B-2 and Class B-3A
Certificates which are Book-Entry Certificates and any Distribution Date, the
close of business on the Business Day preceding such Distribution Date.

            Reference Bank Rate: With respect to any Interest Accrual Period, as
follows: the arithmetic mean (rounded upwards, if necessary, to the nearest one
sixteenth of a percent) of the offered rates for United States dollar deposits
for one month which are offered by the Reference Banks as of 11:00 A.M., London,
England time, on the second LIBOR Business Day prior to the first day of such
Interest Accrual Period to prime banks in the London interbank market for a
period of one month in amounts approximately equal to the aggregate Class
Principal Balance of the LIBOR Certificates; provided that at least two such
Reference Banks provide such rate. If fewer than two offered rates appear, the
Reference Bank Rate will be the arithmetic mean of the rates quoted by one or
more major banks in New York City, selected by the Trustee, as of 11:00 a.m.,
New York time, on such date for loans in U.S. Dollars to leading European Banks
for a period of one month in amounts approximately equal to the aggregate Class
Principal Balance of the LIBOR Certificates. If no such quotations can be
obtained, the Reference Bank Rate shall be LIBOR applicable to the preceding
Distribution Date; provided however, that if, under the priorities indicated
above, LIBOR for a Distribution Date would be based on LIBOR for the previous
Payment Date for the third consecutive Distribution Date, the Trustee shall
select an alternative comparable index over which the Trustee has no control,
used for determining one-month Eurodollar lending rates that is calculated and
published or otherwise made available by an independent party.

            Reference Banks: Barclays Bank PLC, National Westminster Bank and
Abbey National PLC.

            Regular Certificates: As specified in the Preliminary Statement.

            Released Loan: Any Charged Off Loan that is released by Wilshire to
the Class X-2 Certificateholders pursuant to Section 3.11(a), generally on the
date that is six months after the date on which Wilshire begins using Wilshire
Special Servicing on such Charged Off Loans. Any Released Loan will no longer be
an asset of any REMIC or the Trust Fund.

            Relief Act: The Servicemembers Civil Relief Act or any similar state
law or regulation.


                                       34
<PAGE>

            Relief Act Reductions: With respect to any Distribution Date and any
Mortgage Loan as to which there has been a reduction in the amount of interest
or principal collectible thereon (attributable to any previous month) as a
result of the application of the Relief Act or similar state law or regulation,
the amount, if any, by which (i) interest and/or principal collectible on such
Mortgage Loan for the most recently ended calendar month is less than (ii)
interest and/or principal accrued thereon for such month pursuant to the
Mortgage Note.

            REMIC: A "real estate mortgage investment conduit" within the
meaning of section 860D of the Code.

            REMIC 1: The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder, with respect
to which a REMIC election is to be made consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement (other than any Prepayment
Premiums), together with the Mortgage Files relating thereto, and together with
all collections thereon and proceeds thereof, (ii) any REO Property, together
with all collections thereon and proceeds thereof, (iii) the Trustee's rights
with respect to the Mortgage Loans under all insurance policies, including the
Primary Insurance Policy, required to be maintained pursuant to this Agreement
and any proceeds thereof and, (iv) the Collection Account and the Certificate
Account (subject to the last sentence of this definition) and such assets that
are deposited therein from time to time and any investments thereof.
Notwithstanding the foregoing, however, a REMIC election will not be made with
respect to the Pre-Funding Account or the Capitalized Interest Account.

            REMIC 1 Regular Interest LTI-1: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-1 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

            REMIC 1 Regular Interest LTI-PF: One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-PF
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 1 Regular Interest LTI-P: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-P shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.


                                       35
<PAGE>

            REMIC 1 Regular Interest LTI-R: One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-R shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

            REMIC 1 Regular Interests: REMIC 1 Regular Interest LTI-1, LTI-1PF,
LTI-P and LTI-R.

            REMIC 2: The segregated pool of assets consisting of all of the
REMIC 1 Regular Interests conveyed in the trust to the Trustee, for the benefit
of the Holders of the REMIC 2 Regular Interests and the Class A-R
Certificates(in respect of the Class R-2 Interest), pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which a separate
REMIC election is to be made.

            REMIC 2 Interest Loss Allocation Amount: With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and (ii) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2
Regular Interest MT-AA minus the Marker Rate, divided by (b) 12.

            REMIC 2 Net WAC Rate: With respect to any Distribution Date, a per
annum rate equal to the weighted average of the Uncertificated REMIC 1
Pass-Through Rates on the REMIC 1 Regular Interest LTI-1 and REMIC 1 Regular
Interest LTI-1PF, weighted on the basis of such respective Uncertificated
Principal Balances thereof immediately preceding such Distribution Date.

            REMIC 2 Overcollateralization Amount: With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Principal Balances of the
REMIC 2 Regular Interests minus (ii) the aggregate Uncertificated Principal
Balances of REMIC 2 Regular Interests MTI-A-1, MTI-A-I-1, MTI-M-1, MTI-M-2,
MTI-B-1, MTI-B-2, MTI-B-3A, MTI-B-3F, MTI-R, MTI-RL and MTI-P, in each case as
of such date of determination.

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

            REMIC 2 Regular Interest MTI-AA: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-AA
shall accrue interest at the related Uncertificated REMIC 2 Pass-


                                       36
<PAGE>

Through Rate in effect from time to time, and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 2 Regular Interest MTI-A-1: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-1
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 2 Regular Interest MTI-A-I-1: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-I-1
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 2 Regular Interest MTI-M-1: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-1
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 2 Regular Interest MTI-M-2: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-2
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 2 Regular Interest MTI-B-1: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-B-1
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 2 Regular Interest MTI-B-2: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-B-2
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the


                                       37
<PAGE>

terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

            REMIC 2 Regular Interest MTI-B-3A: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-B-3A
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 2 Regular Interest MTI-B-3F: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-B-3F
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 2 Regular Interest MTI-P: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-P shall accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

            REMIC 2 Regular Interest MTI-R: One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-R shall accrue
interest at the related Uncertificated REMIC 2 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

            REMIC 2 Regular Interest MTI-ZZ: One of the separate
non-certificated beneficial ownership interests in REMIC 2 issued hereunder and
designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-ZZ
shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 2 Regular Interest MTI-ZZ Maximum Interest Deferral Amount:

            REMIC 2 Regular Interests: REMIC 2 Regular Interest MTI-AA, REMIC 2
Regular Interest MTI-A-1, REMIC 2 Regular Interest MTI-A-I-1, REMIC 2 Regular
Interest MTI-M-1, REMIC 2 Regular Interest MTI-M-2, REMIC 2 Regular Interest
MTI-B-1, REMIC 2 Regular Interest MTI-B-2,


                                       38
<PAGE>

REMIC Regular Interest MTI-B-3A, REMIC Regular Interest MTI-B-3F, REMIC 2
Regular Interest MTI-ZZ, REMIC 2 Regular Interest MTI-P and REMIC 2 Regular
Interest MTI-R.

            REMIC 2 Targeted Overcollateralization Amount: 1% of the Targeted
Overcollateralization Amount.

            REMIC 3: The segregated pool of assets consisting of all of the
REMIC 2 Regular Interests conveyed in the trust to the Trustee, for the benefit
of the Holders of the REMIC 3 Regular Interests and Class A-R Certificates (in
respect of the Class R-3 Interest), pursuant to Article II hereunder, and all
amounts deposited therein, with respect to which a separate REMIC election is to
be made.

            REMIC 3 Regular Interests: REMIC 3 Regular Interests MTII-A-1,
MTII-A-I-1, MTII-M-1, MTII-M-2, MTII-B-1, MTII-B-2, MTII-B-3A, MTII-B-3F,
MTII-X-1, MTII-P and MTII-R.

            REMIC 3 Regular Interest MTII-A-1: One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest MTII-A-1
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 3 Regular Interest MTII-A-I-1: One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest MTII-A-I-1
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 3 Regular Interest MTII-M-1: One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-1
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 3 Regular Interest MTII-M-2: One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest MTII-M-2
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.


                                       39
<PAGE>

            REMIC 3 Regular Interest MTII-B-1: One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest MTII-B-1
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 3 Regular Interest MTII-B-2: One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest MTII-B-2
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 3 Regular Interest MTII-B-3A: One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest MTII-B-3A
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 3 Regular Interest MTII-B-3F: One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest MTII-B-3F
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 3 Regular Interest MTII-P: One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 2 Regular Interest MTII-P
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            REMIC 3 Regular Interest MTII-R: One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest MTII-R
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.


                                       40
<PAGE>

            REMIC 3 Regular Interest MTII-X-1: One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest MTII-X-1
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate
in effect from time to time.

            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 regulations promulgated thereunder, as the foregoing may be in effect from
time to time.

            REMIC Regular Interests: The REMIC 1 Regular Interests, REMIC 2
Regular Interests, REMIC 3 Regular Interests and Regular Certificates.

            REO Property: A Mortgaged Property acquired by the Trust Fund
through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Mortgage Loan and, for the avoidance of doubt, following the
satisfaction of any related First Mortgage Loan.

            Repurchase Price: With respect to any Mortgage Loan required to be
purchased by the Seller pursuant to this Agreement or purchased at the option of
the Majority in Interest Holder of the Class X-2 Certificates pursuant to this
Agreement, an amount equal to the sum of (i) 100% of the unpaid principal
balance of the Mortgage Loan on the date of such purchase, (ii) accrued unpaid
interest thereon at the applicable Mortgage Rate from the date through which
interest was last paid by the Mortgagor to the Due Date in the month in which
the Repurchase Price is to be distributed to Certificateholders, (iii) any
unreimbursed Servicing Advances and (iv) any costs and damages actually incurred
and paid by or on behalf of the Trust (including, but not limited to late fees)
in connection with any breach of the representation and warranty set forth in
clause (xx) of Schedule IV hereto as the result of a violation of a predatory or
abusive lending law applicable to such Mortgage Loan.

            Request for Release: The Request for Release submitted by the
Servicer to the Trustee, substantially in the form of Exhibit M.

            Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under this
Agreement.

            Residual Certificates: As specified in the Preliminary Statement.

            Responsible Officer: When used with respect to the Trustee, any Vice
President, any Assistant Vice President, 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 also to
whom, with respect to a particular matter, such matter is referred because of
such officer's knowledge of and familiarity with the particular subject and who
shall have direct responsibility for the administration of this Agreement.


                                       41
<PAGE>

            Rolling Three Month Delinquency Rate: For any Distribution Date will
be the fraction, expressed as a percentage, equal to the average of the
Delinquency Rates for each of the three (or one and two, in the case of the
first and second Distribution Dates, respectively) immediately preceding months.

            SAIF: The Savings Association Insurance Fund, or any successor
thereto.

            S&P: Standard & Poor's, a division of The McGraw-Hill Companies,
Inc. For purposes of Section 10.05(b) the address for notices to S&P shall be
Standard & Poor's, 55 Water Street, New York, New York 10004, Attention:
Mortgage Surveillance Monitoring, or such other address as S&P may hereafter
furnish to the Depositor, the Servicer and the Trustee.

            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
pursuant to the terms of the related Mortgage Note, as reduced by any Relief Act
Reductions.

            Second Mortgage Loan: A Mortgage Loan that is secured by a second
lien on the Mortgaged Property securing the related Mortgage Note.

            Securities Act: The Securities Act of 1933, as amended.

            Seller: DLJ Mortgage Capital, Inc.

            Senior Certificates: As specified in the Preliminary Statement.

            Senior Enhancement Percentage: For any Distribution Date, the
fraction, expressed as a percentage, the numerator of which is the sum of the
aggregate Class Principal Balance of the Class M-1, Class M-2, Class B-1, Class
B-2, Class B-3A and Class B-3F Certificates and the Overcollateralization Amount
(which, for purposes of this definition only, shall not be less than zero), in
each case after giving effect to payments on such Distribution Date (assuming no
Trigger Event is in effect), and the denominator of which is the Aggregate
Collateral Balance for such Distribution Date.

            Senior Principal Payment Amount: For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, will be the amount, if any, by which (x) the
aggregate Class Principal Balance of the Class A-1, Class P, Class A-R and Class
A-RL Certificates immediately prior to such Distribution Date exceeds (y) the
lesser of (A) the product of (i) 46.30% and (ii) the Aggregate Collateral
Balance for such Distribution Date and (B) the amount, if any, by which (i) the
Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of
the Aggregate Collateral Balance as of the Cut-off Date.

            Servicer: Wilshire or its successors in interest, or any successor
servicer appointed as provided herein.

            Servicer Employee: As defined in Section 3.18.


                                       42
<PAGE>

            Servicer Cash Remittance Date: With respect to each Distribution
Date, the Business Day immediately preceding such Distribution Date.

            Servicer Data Remittance Date: With respect to each Distribution
Date, the second Business Day immediately following the 15th day of the month of
such Distribution Date.

            Servicing Advance: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in the performance by the Servicer of its
servicing obligations, including, but not limited to, the cost (including
reasonable attorneys' fees and disbursements) of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any expenses
reimbursable to the Servicer pursuant to Section 3.11 and any enforcement or
judicial proceedings, including foreclosures, and including any expenses
incurred in relation to any such proceedings that result from the Mortgage Loan
being registered on the MERS System; (iii) the management and liquidation of any
REO Property (including default management and similar services, appraisal
services and real estate broker services); (iv) any expenses incurred by the
Servicer in connection with obtaining an environmental inspection or review
pursuant to Section 3.11(a)(v) and (vi); (v) compliance with the obligations
under Section 3.01, 3.09 and 3.11(b); (vi) the cost of obtaining any broker's
price opinion in accordance with Section 3.11 hereof; (vii) the costs of
obtaining an Opinion of Counsel pursuant to Section 3.11(c) hereof; (viii)
expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance as described in Section 3.12 hereof; and (ix) expenses incurred in
connection with the recordation of Assignments of Mortgage.

            Servicing Fee: As to each Mortgage Loan and any Distribution Date,
an amount equal to one month's interest at the Servicing Fee Rate on the Stated
Principal Balance of such Mortgage Loan as of the Due Date in the month of such
Distribution Date (prior to giving effect to any Scheduled Payments due on such
Mortgage Loan on such Due Date), subject to reduction as provided in Section
3.05(b)(vi).

            Servicing Fee Rate: As to each Mortgage Loan, 0.50% per annum.

            Servicing Officer: With respect to the Servicer, any officer of that
Servicer involved in, or responsible for, the administration and servicing of
the related Mortgage Loans whose name and specimen signature appear on a list of
servicing officers furnished to the Trustee by the Servicer on the Closing Date
pursuant to this Agreement, as such list may from time to time be amended.

            Significant Net Recoveries: With respect to a defaulted Mortgage
Loan, a determination by the Servicer that either (A) the potential Net
Recoveries are anticipated to be greater than or equal to the sum of (i) the
Stated Principal Balance of the senior lien on the related Mortgaged Property
and (ii) $10,000 or (B) the related Mortgagor has shown a willingness and
ability to pay over the previous six months.

            Simple Interest Excess: As of any Determination Date for each Simple
Interest Qualifying Loan, the excess, if any, of (i) the portion of the monthly
payment received from the Mortgagor for such Mortgage Loan allocable to interest
with respect to the related Due Period, over (ii) 30 days' interest on the
Stated Principal Balance of such Mortgage Loan at the Mortgage Rate.


                                       43
<PAGE>

            Simple Interest Excess Sub-Account: The sub-account of the
Collection Account established by the Servicer pursuant to Section 3.06(d). The
Simple Interest Excess Sub-Account shall be an Eligible Account.

            Simple Interest Mortgage Loan: Any Mortgage Loan for which the
interest due thereon is calculated based on the actual number of days elapsed
between the date on which interest was last paid through the date on which the
most current payment is received.

            Simple Interest Qualifying Loan: As of any Determination Date, any
Simple Interest Mortgage Loan that was neither prepaid in full during the
related Due Period, nor delinquent with respect to a payment that became due
during the related Due Period as of the close of business on the Determination
Date following such Due Period.

            Simple Interest Shortfall: As of any Determination Date for each
Simple Interest Qualifying Loan, the excess, if any, of (i) 30 days' interest on
the Stated Principal Balance of all such Mortgage Loans at the Mortgage Rate,
over (ii) the portion of the monthly payment received from the Mortgagor for
such Mortgage Loan allocable to interest with respect to the related Due Period.

            Startup Day: April 29, 2004.

            Stated Principal Balance: As to any Mortgage Loan and Due Date, the
unpaid principal balance of such Mortgage Loan as of such Due Date as specified
in the amortization schedule at the time relating thereto (before any adjustment
to such amortization schedule by reason of any moratorium or similar waiver or
grace period) after giving effect to any previous Curtailments and Liquidation
Proceeds allocable to principal (other than with respect to any Liquidated
Mortgage Loan) and to the payment of principal due on such Due Date and
irrespective of any delinquency in payment by the related Mortgagor; provided,
however, for purposes of calculating the Servicing Fee and the Trustee Fee, the
Stated Principal Balance of any REO will be the unpaid principal balance
immediately prior to foreclosure.

            Stepdown Date: The date occurring on the later of (x) the
Distribution Date in May 2007 and (y) the first Distribution Date on which the
Senior Enhancement Percentage (calculated for this purpose after giving effect
to payments or other recoveries in respect of the Mortgage Loans during the
related Due Period but before giving effect to payments on the Certificates on
such Distribution Date) is greater than or equal to 53.70%.

            Subordinate Certificates: As specified in the Preliminary Statement.

            Subsequent Mortgage Loan: Any Mortgage Loan other than an Initial
Mortgage Loan conveyed to the Trust Fund pursuant to Section 2.01 hereof and to
a Subsequent Transfer Agreement, which Mortgage Loan shall be listed on the
revised Mortgage Loan Schedule delivered pursuant to this Agreement and on
Schedule A to such Subsequent Transfer Agreement. When used with respect to a
single Subsequent Transfer Date, Subsequent Mortgage Loan shall mean a
Subsequent Mortgage Loan conveyed to the Trust on that Subsequent Transfer Date.


                                       44
<PAGE>

            Subsequent Mortgage Loan Interest: Any amount constituting an
Interest Remittance Amount (other than an amount withdrawn from the related
Capitalized Interest Account pursuant to clause (5) of the definition of
"Interest Remittance Amount") received or advanced with respect to a Subsequent
Mortgage Loan during the Due Periods relating to the May 2004, June 2004 or July
2004 Distribution Dates, but only to the extent of the excess of such amount
over the amount of interest accruing on such Subsequent Mortgage Loan during the
related period at a per annum rate equal to 2.13%, 2.64% and 2.82%,
respectively. The Subsequent Mortgage Loan Interest shall not be an asset of any
REMIC.

            Subsequent Transfer Agreement: A Subsequent Transfer Agreement
substantially in the form of Exhibit N hereto, executed and delivered by the
Servicer, the Depositor, the Seller and the Trustee as provided in Section 2.01
hereof.

            Subsequent Transfer Date: For any Subsequent Transfer Agreement, the
date the related Subsequent Mortgage Loans are transferred to the Trust Fund
pursuant to the related Subsequent Transfer Agreement.

            Subservicer: Any Subservicer which is subservicing the Mortgage
Loans pursuant to a Subservicing Agreement. Any subservicer shall meet the
qualifications set forth in Section 3.02.

            Subservicing Agreement: An agreement between the Servicer and a
Subservicer for the servicing of the Mortgage Loans.

            Substitution Adjustment Amount: As defined in Section 2.03.

            Targeted Overcollateralization Amount: For any Distribution Date
prior to the Stepdown Date, 3.85% of the Aggregate Collateral Balance as of the
Cut-off Date; with respect to any Distribution Date on or after the Stepdown
Date and with respect to which a Trigger Event is not in effect, the greater of
(a) 7.70% of the Aggregate Collateral Balance for such Distribution Date, or (b)
0.50% of the Aggregate Collateral Balance as of the Cut-off Date; with respect
to any Distribution Date on or after the Stepdown Date with respect to which a
Trigger Event is in effect and is continuing, the Targeted Overcollateralization
Amount for the Distribution Date immediately preceding such Distribution Date.
Upon (x) written direction by the Majority in Interest Holder of the Class X-1
Certificates and (y) the issuance by an affiliate of the Depositor of a credit
enhancement contract in favor of REMIC 1 which is satisfactory to the Rating
Agencies and (z) receipt by the Trustee of an Opinion of Counsel, which opinion
shall not be an expense of the Trustee or the Trust Fund, but shall be at the
expense of the Majority in Interest Holder of the Class X-1 Certificates, to the
effect that such credit enhancement contract will not cause the imposition of
any federal tax on the Trust Fund or the Certificateholders or cause REMIC 1,
REMIC 2, REMIC 3, REMIC 4 to fail to qualify as a REMIC at any time that any
Certificates are outstanding, the Targeted Overcollateralization Amount shall be
reduced to the level approved by the Rating Agencies as a result of such credit
enhancement contract. Any credit enhancement contract referred to in the
previous sentence shall be collateralized by cash or mortgage loans, provided
that (i) the aggregate Stated Principal Balance of the mortgage loans
collateralizing any such credit enhancement contract shall not be less than the
excess, if any, of (x) the initial Targeted Overcollateralization Amount over
(y) the then-current Overcollateralization


                                       45
<PAGE>

Amount and (ii) the issuance of any credit enhancement contract supported by
mortgage loans shall not result in a downgrading of the ratings assigned by the
Rating Agencies.

            Tax Matters Person: The person designated as "tax matters person" in
the manner provided under Treasury regulation ss. 1.860F-4(d) and temporary
Treasury regulation ss. 301.6231(a)(7)-1T.

            Transfer: Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.

            Trigger Event: A Trigger Event will be in effect for any
Distribution Date on or after the Stepdown Date if (a) the Rolling Three Month
Delinquency Rate as of the last day of the related Due Period equals or exceeds
16.00% of the Senior Enhancement Percentage for such Distribution Date or (ii) a
Cumulative Loss Event is occurring. The Trigger Event may be amended by the
parties hereto in the future with the consent of the Rating Agencies.

            Trust Collateral: As defined in Section 9.01.

            Trust Fund: Collectively, the assets of REMIC 1, REMIC 2, REMIC 3,
REMIC 4, the Pre-Funding Account, Capitalized Interest Account and the
Subsequent Mortgage Loan Interest.

            Trustee: JPMorgan Chase Bank and its successors and, if a successor
trustee is appointed hereunder, such successor.

            Trustee Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to one month's interest at the Trustee Fee Rate on the Stated
Principal Balance of such Mortgage Loan as of the Due Date in the month of such
Distribution Date (prior to giving effect to any Scheduled Payments due on such
Mortgage Loan on such Due Date).

            Trustee Fee Rate: With respect to any Distribution Date, 0.0100% per
annum.

            Uncertificated Accrued Interest: With respect to each REMIC Regular
Interest on each Distribution Date, an amount equal to one month's interest at
the related Uncertificated Pass-Through Rate on the Uncertificated Principal
Balance of such REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Net Prepayment Interest Shortfalls and Relief
Act Reductions (allocated to such REMIC Regular Interests based on the
priorities set forth in Section 1.03).

            Uncertificated Accrued Interest: With respect to each REMIC Regular
Interest on each Distribution Date, an amount equal to one month's interest at
the related Uncertificated Pass-Through Rate on the Uncertificated Principal
Balance of such REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Net Prepayment Interest Shortfalls and Relief
Act Reductions (allocated to such REMIC Regular Interests based on the
priorities set forth in Section 1.03).


                                       46
<PAGE>

            Uncertificated Principal Balance: With respect to each REMIC Regular
Interest, the amount of such REMIC Regular Interest outstanding as of any date
of determination. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC Regular Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance. On
each Distribution Date, the Uncertificated Principal Balance of each REMIC
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.07 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.05(b) , and the
Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-ZZ shall be
increased by interest deferrals as provided in Section 4.07. The Uncertificated
Principal Balance of each REMIC Regular Interest that has an Uncertificated
Principal Balance shall never be less than zero.

            Uncertificated REMIC 1 Pass-Through Rate: With respect to each REMIC
1 Regular Interest (other than REMIC 1 Regular Interest LTI-1PF) and the
Interest Accrual Periods in May 2004, June 2004 and July 2004, a per annum rate
equal to the Initial Mortgage Loan Net WAC Rate; with respect to REMIC 1 Regular
Interest LTI-1PF and the Interest Accrual Periods in (a) May 2004, (b) June 2004
and (c) July 2004, a per annum rate equal to (a) 2.13%, (b) 2.64% and (c) 2.82%;
and with respect to each REMIC 1 Regular Interest and each Interest Accrual
Period thereafter, the weighted average of the Net Mortgage Rates on the
Mortgage Loans.

            Uncertificated REMIC 2 Pass-Through Rate: For any Distribution Date,
with respect to REMIC 2 Regular Interest MTI-AA, REMIC 2 Regular Interest
MTI-A-1, REMIC 2 Regular Interest MTI-A-I-1, REMIC 2 Regular Interest MTI-M-1,
REMIC 2 Regular Interest MTI-M-2, REMIC 2 Regular Interest MTI-B-1, REMIC 2
Regular Interest MTI-B-2, REMIC 2 Regular Interest MTI-B-3A, REMIC 2 Regular
Interest MTI-B-3F, REMIC 2 Regular Interest MTI-ZZ, the REMIC 2 Net WAC Rate,
and for any Distribution Date with respect to REMIC 2 Regular Interest MT-P, and
REMIC 2 Regular Interest MT-R in May 2004, June 2004 and July 2004, the Initial
Mortgage Loan Net WAC, and for any Distribution Date thereafter, the REMIC 2 Net
WAC Rate.

            Uncertificated REMIC 3 Pass-Through Rate: For each of the REMIC 3
Regular Interests MTII-A-1, MTII-M-1, MTII-M-2, MTII-B-1, MTII-B-2, MTII-B-3A
and MTII-B-3F, a per annum rate equal to the Pass-Through Rate for the
Corresponding Certificates. For REMIC 3 Regular Interests MTII-A-I-1, a per
annum rate equal to the greater of (i) the Pass-Through Rate for the
Corresponding Certificate and (ii) the related Certificate Margin plus 3.00%.
For each of REMIC 3 Regular Interests MTII-P and MTII-R, a per annum rate equal
to the weighted average of REMIC 2 Regular Interests MTI-P and MTI-R,
respectively.

            Uncertificated Principal Balance: With respect to each REMIC Regular
Interest, the amount of such REMIC Regular Interest outstanding as of any date
of determination. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC Regular Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance. On
each Distribution Date, the Uncertificated Principal Balance of each REMIC
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.07 and,


                                       47
<PAGE>

if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.05(b), and the
Uncertificated Principal Balances of REMIC 1 Regular Interest LTI-1PF shall be
increased, pro rata, by interest deferrals as provided in Section 4.07. The
Uncertificated Principal Balance of each REMIC Regular Interest that has an
Uncertificated Principal Balance shall never be less than zero.

            United States Person: A citizen or resident of the United States, a
corporation or a partnership (including an 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 (except, in the case of a partnership, to the extent provided in
regulations) provided that, for purposes solely of the restrictions on the
transfer of Class A-R Certificates and Class A-RL Certificates, no partnership
or other entity treated as a partnership for United States federal income tax
purposes shall be treated as a United States Person unless all persons that own
an interest in such partnership either directly or through any entity that is
not a corporation for United States federal income tax purposes are required to
be United States Persons or an estate whose income is subject to United States
federal income tax regardless of its source, 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 such United States Persons have the authority to
control all substantial decisions of the trust. To the extent prescribed in
regulations by the Secretary of the Treasury, which have not yet been issued, a
trust which was in existence on August 20, 1996 (other than a trust treated as
owned by the grantor under subpart E of part I of subchapter J of chapter 1 of
the Code), and which was treated as a United States person on August 20, 1996
may elect to continue to be treated as a United States Person notwithstanding
the previous sentence.

            Voting Rights: The portion of the voting rights of all the
Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement. At all times during the term of this Agreement,
97% of all Voting Rights shall be allocated among the Class A-1, Class M-1,
Class M-2, Class B-1, Class B-2, Class B-3A and Class B-3F Certificates. The
portion of such 97% Voting Rights allocated to the Class A-1, Class M-1, Class
M-2 Class B-1, Class B-2, Class B-3A and Class B-3F Certificates shall be based
on the fraction, expressed as a percentage, the numerator of which is the
aggregate Class Principal Balance then outstanding and the denominator of which
is the Class Principal Balance of all such Classes then outstanding. The Class
A-IO, Class P and Class X-1 Certificates shall each be allocated 1% of the
Voting Rights. Voting Rights shall be allocated among the Certificates within
each such Class (other than the Class P Certificates and Class X-1 Certificates,
which each have only one certificate) in accordance with their respective
Percentage Interests. The Class X-2, Class A-R and Class A-RL Certificates shall
have no Voting Rights.

            Wilshire: Wilshire Credit Corporation.

            Wilshire Special Servicing: With regard to any Charged Off Loans,
the servicing of such Charged Off Loans using specialized collection procedures
(including foreclosure, if appropriate) to maximize recoveries.

            SECTION 1.02 Interest Calculations.


                                       48
<PAGE>

            The calculation of the Trustee Fee, the Servicing Fee, the Credit
Risk Manager Fee and interest on the Class A-IO, Class P, Class A-R, Class A-RL,
Class B-3F and Class X-1 Certificates and on the related Uncertificated
Interests shall be made on the basis of a 360-day year consisting of twelve
30-day months. The calculation of interest on the Class A-1, Class M-1, Class
M-2, Class B-1, Class B-2 and Class B-3A Certificates and the related
Uncertificated Interests shall be made on the basis of a 360-day year and the
actual number of days elapsed in the related Interest Accrual Period. All dollar
amounts calculated hereunder shall be rounded to the nearest penny with one-half
of one penny being rounded down.

            SECTION 1.03 Allocation of Certain Interest Shortfalls.

            For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC 1 Regular Interests for any Distribution Date, the
aggregate amount of any Prepayment Interest Shortfalls (net of any Compensating
Interest Payment) and any Relief Act Reductions incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated first to REMIC 1
Regular Interests LTI-1 and LTI-1PF and then to REMIC 1 Regular Interests LTI-P
and LTI-R in each case to the extent of one month's interest at the then
applicable respective Uncertificated REMIC 1 Pass-Through Rate on the respective
Uncertificated Principal Balance of each such Uncertificated REMIC 1 Regular
Interest; provided, however, that with respect to the first three Distribution
Dates, such amounts relating to the Initial Mortgage Loans shall be allocated to
REMIC 1 Regular Interest LTI-1 and such amounts relating to the Subsequent
Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT-1PF.

            For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC 2 Regular Interests for any Distribution Date, any
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Mortgage Loans for any Distribution Date shall be
allocated first to Uncertificated Accrued Interest payable to REMIC 2 Regular
Interest MTI-AA and REMIC 2 Regular Interest MTI-ZZ up to an aggregate amount
equal to the REMIC 2 Interest Loss Allocation Amount, 98% and 2%, respectively,
and thereafter any remaining Prepayment Interest Shortfalls (to the extent not
covered by Compensating Interest) relating to the Mortgage Loans for any
Distribution Date shall be allocated among REMIC 2 Regular Interests MTI-AA,
MTI-A-1, MTI-A-I-1, MTI-M-1, MTI-M-2, MTI-B-1, MTI-B-2, MTI-B-3A, MTI-B-3F,
MTI-ZZ, MTI-R and MTI-P, pro rata based on, and to the extent of, Uncertificated
Accrued Interest, as calculated without application of this sentence.

            For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC 3 Regular Interests for any Distribution Date, any
Prepayment Interest Shortfalls (to the extent not covered by Compensating
Interest) relating to the Mortgage Loans for any Distribution Date shall be
allocated in the same priority, and to the same extent, as that allocated to the
Corresponding Certificates.


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<PAGE>

                                   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
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the
Trustee in trust for the benefit of the Certificateholders, without recourse,
all (i) the right, title and interest of the Depositor (which does not include
servicing rights) in and to each Initial Mortgage Loan, including all interest
and principal received or receivable on or with respect to such Initial Mortgage
Loans after the Cut-off Date and all interest and principal payments on the
Initial Mortgage Loans received prior to the Cut-off Date in respect of
installments of interest and principal due thereafter, but not including
payments of principal and interest due and payable on the Initial Mortgage Loans
on or before the Cut-off Date (other than the rights of the Servicer to service
the Mortgage Loans in accordance with this Agreement), (ii) the Depositor's
rights under the Assignment Agreement (iii) any such amounts as may be deposited
into and held by the Trustee in the Pre-Funding Account and the Capitalized
Interest Account and (iv) all proceeds of any of the foregoing.

            (b) In connection with the transfer and assignment set forth in
clause (a) above, the Depositor has delivered or caused to be delivered to the
Trustee or its designated agent, the Custodian, for the benefit of the
Certificateholders, the documents and instruments with respect to each Mortgage
Loan as assigned:

            (i) the original Mortgage Note of the Mortgagor in the name of the
      Trustee or endorsed "Pay to the order of ________________ without
      recourse" and signed in the name of the last named endorsee by an
      authorized officer, together with all intervening endorsements showing a
      complete chain of endorsements from the originator of the related Mortgage
      Loan to the last endorsee or with respect to any Lost Mortgage Note (as
      such term is defined in the Pooling and Servicing Agreement), a lost note
      affidavit stating that the original Mortgage Note was lost or destroyed,
      together with a copy of such Mortgage Note;

            (ii) the original Mortgage bearing evidence that such instruments
      have been recorded in the appropriate jurisdiction where the Mortgaged
      Property is located as determined by DLJMC (or, in lieu of the original of
      the Mortgage or the assignment thereof, a duplicate or conformed copy of
      the Mortgage or the instrument of assignment, if any, together with a
      certificate of receipt from the Seller or the settlement agent who handled
      the closing of the Mortgage Loan, certifying that such copy or copies
      represent true and correct copy(ies) of the original(s) and that such
      original(s) have been or are currently submitted to be recorded in the
      appropriate governmental recording office of the jurisdiction where the
      Mortgaged Property is located) or a certification or receipt of the
      recording authority evidencing the same;


                                       50
<PAGE>

            (iii) the original Assignment of Mortgage, in blank, which
      assignment appears to be in form and substance acceptable for recording
      and, in the event that the related Seller acquired the Mortgage Loan in a
      merger, the assignment must be by "[Seller], successor by merger to [name
      of predecessor]", and in the event that the Mortgage Loan was acquired or
      originated by the related Seller while doing business under another name,
      the assignment must be by "[Seller], formerly known as [previous name]";

            (iv) the originals of all intervening Assignments of Mortgage not
      included in (iii) above showing a complete chain of assignment from the
      originator of such Mortgage Loan to the Person assigning the Mortgage to
      the Trustee, including any warehousing assignment, with evidence of
      recording on each such Assignment of Mortgage (or, in lieu of the original
      of any such intervening assignment, a duplicate or conformed copy of such
      intervening assignment together with a certificate of receipt from the
      related Seller or the settlement agent who handled the closing of the
      Mortgage Loan, certifying that such copy or copies represent true and
      correct copy(ies) of the original(s) and that such original(s) have been
      or are currently submitted to be recorded in the appropriate governmental
      recording office of the jurisdiction where the Mortgaged Property is
      located) or a certification or receipt of the recording authority
      evidencing the same;

            (v) an original of any related security agreement (if such item is a
      document separate from the Mortgage) and the originals of any intervening
      assignments thereof showing a complete chain of assignment from the
      originator of the related Mortgage Loan to the last assignee;

            (vi) an original assignment of any related security agreement (if
      such item is a document separate from the Mortgage) executed by the last
      assignee in blank;

            (vii) the originals of any assumption, modification, extension or
      guaranty agreement with evidence of recording thereon, if applicable (or,
      in lieu of the original of any such agreement, a duplicate or conformed
      copy of such agreement together with a certificate of receipt from the
      related Seller or the settlement agent who handled the closing of the
      Mortgage Loan, certifying that such copy(ies) represent true and correct
      copy(ies) of the original(s) and that such original(s) have been or are
      currently submitted to be recorded in the appropriate governmental
      recording office of the jurisdiction where the Mortgaged Property is
      located), or a certification or receipt of the recording authority
      evidencing the same;

            (viii) if the Mortgage Note or Mortgage or any other document or
      instrument relating to the Mortgage Loan has been signed by a person on
      behalf of the Mortgagor, the original power of attorney or other
      instrument that authorized and empowered such person to sign bearing
      evidence that such instrument has been recorded, if so required, in the
      appropriate jurisdiction where the Mortgaged Property is located as
      determined by DLJMC (or, in lieu thereof, a duplicate or conformed copy of
      such instrument, together with a certificate of receipt from the related
      Seller or the settlement agent who handled the closing of the Mortgage
      Loan, certifying that such copy(ies) represent true and complete
      copy(ies)of the original(s) and that such original(s) have been or are
      currently submitted to be recorded in the appropriate governmental
      recording office of the


                                       51
<PAGE>

      jurisdiction where the Mortgaged Property is located) or a certification
      or receipt of the recording authority evidencing the same; and

            (ix) in the case of the First Mortgage Loans, the original mortgage
      title insurance policy, or if such mortgage title insurance policy has not
      yet been issued, an original or copy of a marked-up written commitment or
      a pro forma title insurance policy marked as binding and countersigned by
      the title insurance company or its authorized agent either on its face or
      by an acknowledged closing instruction or escrow letter.

            In the event the Seller delivers to the Trustee certified copies of
any document or instrument set forth in 2.01(b) because of a delay caused by the
public recording office in returning any recorded document, the Seller shall
deliver to the Trustee, within 60 days of the Closing Date, an Officer's
Certificate which shall (i) identify the recorded document, (ii) state that the
recorded document has not been delivered to the Trustee due solely to a delay
caused by the public recording office, and (iii) state the amount of time
generally required by the applicable recording office to record and return a
document submitted for recordation.

            In the event that in connection with any Mortgage Loan the Depositor
cannot deliver (a) the original recorded Mortgage, (b) all interim recorded
assignments or (c) the lender's title policy (together with all riders thereto)
satisfying the requirements set forth above, concurrently with the execution and
delivery hereof because such document or documents have not been returned from
the applicable public recording office in the case of clause (a) or (b) above,
or because the title policy has not been delivered to the Seller or the
Depositor by the applicable title insurer in the case of clause (c) above, the
Depositor shall promptly deliver to the Trustee, in the case of clause (a) or
(b) above, such original Mortgage or such interim assignment, as the case may
be, with evidence of recording indicated thereon upon receipt thereof from the
public recording office, or a copy thereof, certified, if appropriate, by the
relevant recording office and in the case of clause (c) above, if such lender's
title policy is received by the Depositor, upon receipt thereof.

            As promptly as practicable subsequent to such transfer and
assignment, and in any event, within thirty (30) days thereafter, the Trustee
shall (at the Seller's expense) (i) affix the Trustee's name to each Assignment
of Mortgage, as the assignee thereof, (ii) cause such assignment to be in proper
form for recording in the appropriate public office for real property records
within thirty (30) days after receipt thereof and (iii) cause to be delivered
for recording in the appropriate public office for real property records the
assignments of the Mortgages to the Trustee, except that, with respect to any
assignment of a Mortgage as to which the Trustee has not received the
information required to prepare such assignment in recordable form, the
Trustee's obligation to do so and to deliver the same for such recording shall
be as soon as practicable after receipt of such information and in any event
within thirty (30) days after the receipt thereof, and the Trustee need not
cause to be recorded (a) any assignment referred to in clause (iii) above which
relates to a Mortgage Loan in any jurisdiction under the laws of which, as
evidenced by an Opinion of Counsel delivered to the Trustee (at the Depositor's
expense, provided such expense has been previously approved by the Depositor in
writing) within 180 days of the Closing Date, acceptable to the Rating Agencies,
the recordation of such assignment is not necessary to protect the Trustee's and
the Certificateholders' interest in the related Mortgage Loan or (b) if MERS is
identified on the Mortgage or


                                       52
<PAGE>

on a properly recorded assignment of the Mortgage as the mortgagee of record
solely as nominee for the Seller and its successors and assigns.

            In connection with the assignment of any Mortgage Loan registered on
the MERS(R) System, the Depositor further agrees that it will cause, at the
Depositor's own expense, on or prior to the Closing Date, the MERS(R) System to
indicate that such Mortgage Loans have been assigned by the Depositor to the
Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans
which are repurchased in accordance with this Agreement) in such computer files
(a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE
FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b) the code
"[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which
identifies the series of the Certificates issued in connection with such
Mortgage Loans. The Depositor further agrees that it will not, and will not
permit the Servicer to, and the Servicer agrees that it will not, alter the
codes referenced in this paragraph with respect to any Mortgage Loan during the
term of this Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of this Agreement.

            (c) The Trustee is authorized to appoint any bank or trust company
approved by the Depositor as Custodian of the documents or instruments referred
to in this Section 2.01, and to enter into a Custodial Agreement for such
purpose and any documents delivered thereunder shall be delivered to the
Custodian and any Officer's Certificates delivered with respect thereto shall be
delivered to the Trustee and the Custodian.

            (d) It is the express intent of the parties to this Agreement that
the conveyance of the Mortgage Loans by the Depositor to the Trustee as provided
in this Section 2.01 be, and be construed as, a sale of the Mortgage Loans by
the Depositor to the Trustee. It is, further, not the intention of the parties
to this Agreement that such conveyance be deemed a pledge of the Mortgage Loans
by the Depositor to the Trustee to secure a debt or other obligation of the
Depositor. However, in the event that, notwithstanding the intent of the parties
to this Agreement, the Mortgage Loans are held to be the property of the
Depositor, or if for any other reason this Agreement is held or deemed to create
a security interest in the Mortgage Loans then (a) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
New York Uniform Commercial Code; (b) the conveyance provided for in this
Section 2.01 shall be deemed to be a grant by the Depositor to the Trustee for
the benefit of the Certificateholders of a security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans and all
amounts payable to the holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all amounts, other than investment earnings, from time to
time held or invested in the Certificate Account, whether in the form of cash,
instruments, securities or other property; (c) the possession by the Trustee or
any Custodian of such items of property and such other items of property as
constitute instruments, money, negotiable documents or chattel paper shall be
deemed to be "in possession by the secured party" for purposes of perfecting the
security interest pursuant to Section 9-305 of the New York Uniform Commercial
Code; and (d) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the benefit


                                       53
<PAGE>

of the Certificateholders for the purpose of perfecting such security interest
under applicable law (except that nothing in this clause (e) shall cause any
person to be deemed to be an agent of the Trustee for any purpose other than for
perfection of such security interests unless, and then only to the extent,
expressly appointed and authorized by the Trustee in writing). The Depositor and
the Trustee, upon directions from the Depositor, shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Mortgage Loans,
such security interest would be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement.

            (e) The Depositor hereby sells, transfers, assigns, sets over and
otherwise conveys to the Trustee in trust for the benefit of the
Certificateholders, without recourse, all right, title and interest in such
Subsequent Mortgage Loans (which does not include servicing rights), including
all interest and principal due on or with respect to such Subsequent Mortgage
Loans on or after the related Subsequent Transfer Date and all interest and
principal payments on such Subsequent Mortgage Loans received prior to the
Subsequent Transfer Date in respect of installments of interest and principal
due thereafter, but not including principal and interest due on such Subsequent
Mortgage Loans prior to the related Subsequent Transfer Date, any insurance
policies in respect of such Subsequent Mortgage Loans and all proceeds of any of
the foregoing.

            (f) Upon one Business Day's prior written notice to the Trustee, the
Servicer and the Rating Agencies, on any Business Day during the Pre-Funding
Period designated by the Depositor, the Depositor, DLJMC, the Servicer and the
Trustee shall complete, execute and deliver a Subsequent Transfer Agreement so
long as no Rating Agency has provided notice that the execution and delivery of
such Subsequent Transfer Agreement will result in a reduction or withdrawal of
the ratings assigned to the Certificates.

            The transfer of Subsequent Mortgage Loans and the other property and
rights relating to them on a Subsequent Transfer Date is subject to the
satisfaction of each of the following conditions:

            (i) each Subsequent Mortgage Loan conveyed on such Subsequent
      Transfer Date satisfies the representations and warranties applicable to
      it under this Agreement as of the applicable Subsequent Transfer Date;
      provided, however, that with respect to a breach of a representation and
      warranty with respect to a Subsequent Mortgage Loan, the obligation under
      Section 2.03(f) of this Agreement of the Seller to cure, repurchase or
      replace such Subsequent Mortgage Loan shall constitute the sole remedy
      against the Seller respecting such breach available to Certificateholders,
      the Depositor or the Trustee;

            (ii) the Trustee and the Rating Agencies are provided with an
      Opinion of Counsel or Opinions of Counsel, at the expense of the
      Depositor, stating that each REMIC in the Trust Fund is and shall continue
      to qualify as a REMIC following the transfer of the Subsequent Mortgage
      Loans, to be delivered as provided pursuant to Section 2.01(g);


                                       54
<PAGE>

            (iii) the Rating Agencies and the Trustee are provided with an
      Opinion of Counsel or Opinions of Counsel, at the expense of the
      Depositor, confirming that the transfer of the Subsequent Mortgage Loans
      conveyed on such Subsequent Transfer Date is a true sale, to be delivered
      as provided pursuant to Section 2.01(g);

            (iv) the execution and delivery of such Subsequent Transfer
      Agreement or conveyance of the related Subsequent Mortgage Loans does not
      result in a reduction or withdrawal of any ratings assigned to the
      Certificates by the Rating Agencies;

            (v) no Subsequent Mortgage Loan conveyed on such Subsequent Transfer
      Date is 30 or more days contractually delinquent as of such date;

            (vi) the remaining term to stated maturity of such Subsequent
      Mortgage Loan does not exceed 30 years for fully amortizing loans or 15
      years for balloon loans;

            (vii) such Subsequent Mortgage Loan does not have a Net Mortgage
      Rate less than 5.22% per annum;

            (viii) the Depositor shall have deposited in the Collection Account
      all principal and interest collected with respect to the related
      Subsequent Mortgage Loans on or after the related Subsequent Transfer
      Date;

            (ix) such Subsequent Mortgage Loan does not have a Combined
      Loan-to-Value Ratio greater than 100.00%;

            (x) such Subsequent Mortgage Loan has a principal balance not
      greater than $399,620;

            (xi) no Subsequent Mortgage Loan shall have a final maturity date
      after July 1, 2034;

            (xii) such Subsequent Mortgage Loan is secured by a first or second
      lien;

            (xiii) such Subsequent Mortgage Loan is otherwise acceptable to the
      Rating Agencies;

            (xiv) [reserved];

            (xv) following the conveyance of such Subsequent Mortgage Loans on
      such Subsequent Transfer Date the characteristics of the Mortgage Loans
      (based on the Initial Mortgage Loans as of the Cut-off Date and the
      Subsequent Mortgage Loans as of their related Subsequent Transfer Date)
      will be as follows:

            A. a weighted average Mortgage Rate of at least 9.15% per annum;

            B. a weighted average remaining term to stated maturity of less than
      215 months;


                                       55
<PAGE>

            C. a weighted average Combined Loan-to-Value Ratio of not more than
      92.00%;

            D. a weighted average credit score of at least 698;

            E. no more than 70.00% of the Mortgage Loans by aggregate Cut-off
      Date Principal Balance are balloon loans;

            F. no more than 46.62% of the Mortgage Loans by aggregate Cut-off
      Date Principal Balance are concentrated in one state; and

            G. no more than 8.92% of the Mortgage Loans by aggregate Cut-off
      Date Principal Balance relate to non-owner occupied properties;

            (xvi) neither the Seller nor the Depositor shall be insolvent or
      shall be rendered insolvent as a result of such transfer;

            (xvii) no Event of Default has occurred hereunder; and

            (xviii) the Depositor shall have delivered to the Trustee an
      Officer's Certificate confirming the satisfaction of each of these
      conditions precedent.

            (g) Upon (1) delivery to the Trustee by the Depositor of the
Opinions of Counsel referred to in Sections 2.01(f)(ii) and (iii), (2) delivery
to the Trustee by the Depositor of a revised Mortgage Loan Schedule reflecting
the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date and the
related Subsequent Mortgage Loans and (3) delivery to the Trustee by the
Depositor of an Officer's Certificate confirming the satisfaction of each of the
conditions precedent set forth in Section 2.01(f), the Trustee shall remit to
the Depositor the Aggregate Subsequent Transfer Amount related to the Subsequent
Mortgage Loans transferred by the Depositor on such Subsequent Transfer Date
from funds in the Pre-Funding Account.

            The Trustee shall not be required to investigate or otherwise verify
compliance with the conditions set forth in the preceding paragraph, except for
its own receipt of documents specified above, and shall be entitled to rely on
the required Officer's Certificate.

            SECTION 2.02 Acceptance by the Trustee.

            The Trustee acknowledges receipt by the Custodian of the documents
identified in the Initial Certification in the form annexed hereto as Exhibit G
and declares that the Custodian on its behalf hold and will hold the documents
delivered to the Custodian constituting the Mortgage Files, and that it or the
Custodian holds or will hold such other assets as are included in the Trust
Fund, in trust for the exclusive use and benefit of all present and future
Certificateholders. The Trustee acknowledges that it will maintain possession
through the Custodian of the Mortgage Notes in the State of Texas or the State
of Illinois, as directed by the Seller, unless otherwise permitted by the Rating
Agencies.


                                       56
<PAGE>

            The Custodian is required under the Custodial Agreement to execute
and deliver on the Closing Date to the Depositor, the Seller, the Trustee and
the Servicer an Initial Certification in the form annexed hereto as Exhibit G.
Based on its review and examination, and only as to the documents identified in
such Initial Certification, pursuant to the Custodial Agreement, the Custodian
will acknowledge that such documents appear regular on their face and relate to
such Mortgage Loan. Neither the Trustee nor the Custodian shall be under any
duty or obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine, enforceable
or appropriate for the represented purpose or that they have actually been
recorded in the real estate records or that they are other than what they
purport to be on their face.

            Not later than 90 days after the Closing Date, the Custodian is
required to deliver to the Depositor, the Seller, the Trustee and the Servicer a
Final Certification in the form annexed hereto as Exhibit H, with any applicable
exceptions noted thereon.

            If, in the course of such review, the Custodian finds any document
constituting a part of a Mortgage File which does not meet the requirements of
Section 2.01, pursuant to the Custodial Agreement, the Custodian will list such
as an exception in the Final Certification; provided, however, that neither the
Trustee nor the Custodian shall make any determination as to whether (i) any
endorsement is sufficient to transfer all right, title and interest of the party
so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or
(ii) any assignment is in recordable form or is sufficient to effect the
assignment of and transfer to the assignee thereof under the mortgage to which
the assignment relates.

            The Seller shall promptly correct or cure such defect within 120
days from the date it was so notified of such defect and, if the Seller does not
correct or cure such defect within such period and such defect materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the Seller shall either (a) substitute for the related Mortgage
Loan a Qualified Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, or (b) purchase such Mortgage Loan from the Trustee within 120 days from
the date the Seller was notified of such defect in writing at the Repurchase
Price of such Mortgage Loan; provided, however, that in no event shall such
substitution or repurchase occur more than 540 days from the Closing Date,
except that if the substitution or repurchase of a Mortgage Loan pursuant to
this provision is required by reason of a delay in delivery of any documents by
the appropriate recording office, then such substitution or repurchase shall
occur within 720 days from the Closing Date; and further provided, that the
Seller shall have no liability for recording any Assignment of Mortgage in favor
of the Trustee or for the Trustee's failure to record such Assignment of
Mortgage, and the Seller shall not be obligated to repurchase or cure any
Mortgage Loan solely as a result of the Trustee's failure to record such
Assignment of Mortgage. The Trustee shall deliver written notice to each Rating
Agency within 360 days from the Closing Date indicating each Mortgage Loan (a)
the Assignment of Mortgage which has not been returned by the appropriate
recording office or (b) as to which there is a dispute as to location or status
of such Mortgage Loan. Such notice shall be delivered every 90 days thereafter
until the Assignment of Mortgage for the related Mortgage Loan is returned to
the Trustee or the dispute as to location or status has been resolved. Any such
substitution pursuant to (a) above shall not be effected prior to the delivery
to the Trustee of the Opinion of Counsel required by Section 2.05 hereof, if
any, and any substitution pursuant to (a) above shall not be effected prior to
the additional delivery to the Trustee of a Request for Release substantially in
the


                                       57
<PAGE>

form of Exhibit M. No substitution is permitted to be made in any calendar month
after the Determination Date for such month. The Repurchase Price for any such
Mortgage Loan shall be deposited by the Seller in the Certificate Account on or
prior to the Business Day immediately preceding such Distribution Date in the
month following the month of repurchase and, upon receipt of such deposit and
certification with respect thereto in the form of Exhibit M hereto, the Trustee
shall release the related Mortgage File to the Seller and shall execute and
deliver at such entity's request such instruments of transfer or assignment
prepared by such entity, in each case without recourse, as shall be necessary to
vest in such entity, or a designee, the Trustee's interest in any Mortgage Loan
released pursuant hereto. In furtherance of the foregoing, if the Seller is not
a member of MERS and repurchases a Mortgage Loan which is registered on the
MERS(R) System, the Seller, at its own expense and without any right of
reimbursement, shall cause MERS to execute and deliver an assignment of the
Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and
shall cause such Mortgage to be removed from registration on the MERS(R) System
in accordance with MERS' rules and regulations.

            Pursuant to the Custodial Agreement, the Custodian is required to
execute and deliver on the Subsequent Transfer Date to the Depositor, the
Seller, the Trustee and the Servicer an Initial Certification in the form
annexed hereto as Exhibit G. Based on its review and examination, and only as to
the documents identified in such Initial Certification, the Custodian shall
acknowledge that such documents appear regular on their face and relate to such
Subsequent Mortgage Loan. Neither the Trustee nor the Custodian shall be under a
duty or obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine, enforceable
or appropriate for the represented purpose or that they have actually been
recorded in the real estate records or that they are other than what they
purport to be on their face.

            Pursuant to the Custodial Agreement, not later than 90 days after
the end of the Pre-Funding Period, the Custodian is required to deliver to the
Depositor, the Seller, the Trustee and the Servicer a Final Certification with
respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H
with any applicable exceptions noted thereon.

            If, in the course of such review of the Mortgage Files relating to
the Subsequent Mortgage Loans, the Custodian finds any document constituting a
part of a Mortgage File which does not meet the requirements of Section 2.01,
pursuant to the Custodial Agreement, the Custodian will be required to list such
as an exception in the Final Certification; provided, however that neither the
Trustee nor the Custodian shall make any determination as to whether (i) any
endorsement is sufficient to transfer all right, title and interest of the party
so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or
(ii) any assignment is in recordable form or is sufficient to effect the
assignment of and transfer to the assignee thereof under the mortgage to which
the assignment relates. The Seller shall cure any such defect or repurchase or
substitute for any such Mortgage Loan in accordance with Section 2.02(a).

            It is understood and agreed that the obligation of the Seller to
cure, substitute for or to repurchase any Mortgage Loan which does not meet the
requirements of Section 2.01 shall constitute the sole remedy respecting such
defect available to the Trustee, the Depositor and any Certificateholder against
the Seller.


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<PAGE>

            The Trustee shall pay to the Custodian from time to time reasonable
compensation for all services rendered by it hereunder or under the Custodial
Agreement, and the Trustee shall pay or reimburse the Custodian upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Custodian in accordance with any of the provisions of this Agreement or the
Custodial Agreement, except any such expense, disbursement or advance as may
arise from its negligence or bad faith.

            SECTION 2.03 Representations and Warranties of the Seller and
Servicer.

            (a) The Seller hereby makes the representations and warranties
applicable to it set forth in Schedule II hereto, and by this reference
incorporated herein, to the Depositor and the Trustee, as of the Closing Date,
or if so specified therein, as of the Cut-off Date or such other date as may be
specified.

            (b) Wilshire, in its capacity as Servicer, hereby makes the
representations and warranties applicable to it set forth in Schedule IIIA
hereto, and by this reference incorporated herein, to the Depositor and the
Trustee, as of the Closing Date, or if so specified therein, as of the Cut-off
Date or such other date as may be specified.

            (c) Wilshire, in its capacity as Servicer, will use its reasonable
efforts to become a member of MERS in good standing, and will comply in all
material respects with the rules and procedures of MERS in connection with the
servicing of the Mortgage Loans that are registered with MERS.

            (d) The Seller hereby makes the representations and warranties set
forth in Schedule IV as applicable hereto, and by this reference incorporated
herein, to the Trustee, as of the Closing Date, or the Subsequent Transfer Date,
as applicable, or if so specified therein, as of the Cut-off Date or such other
date as may be specified.

            (e) Upon discovery by any of the parties hereto of a breach of a
representation or warranty made pursuant to Section 2.03(e) that materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
the party discovering such breach shall give prompt notice thereof to the other
parties. The Seller hereby covenants that within 120 days of the earlier of its
discovery or its receipt of written notice from any party of a breach of any
representation or warranty made by it pursuant to Section 2.03(e) which
materially and adversely affects the interests of the Certificateholders in any
Mortgage Loan sold by the Seller to the Depositor, it shall cure such breach in
all material respects, and if such breach is not so cured, shall, (i) if such
120-day period expires prior to the second anniversary of the Closing Date,
remove such Mortgage Loan (a "Deleted Mortgage Loan") from the Trust Fund and
substitute in its place a Qualified Substitute Mortgage Loan, in the manner and
subject to the conditions set forth in this Section; or (ii) repurchase the
affected Mortgage Loan from the Trustee at the Repurchase Price in the manner
set forth below; provided, however, that any such substitution pursuant to (i)
above shall not be effected prior to the delivery to the Trustee of the Opinion
of Counsel required by Section 2.05 hereof, if any, and any such substitution
pursuant to (i) above shall not be effected prior to the additional delivery to
the Trustee of a Request for Release substantially in the form of Exhibit M and
the Mortgage File for any such Qualified Substitute Mortgage Loan. The Seller
shall promptly reimburse the Trustee for any actual out-of-pocket expenses
reasonably incurred by the Trustee in respect of enforcing the remedies


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for such breach. With respect to any representation and warranties described in
this Section which are made to the best of a Seller's knowledge if it is
discovered by 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 or the interests of
the Certificateholders therein, notwithstanding the Seller's lack of knowledge
with respect to the substance of such representation or warranty, such
inaccuracy shall be deemed a breach of the applicable representation or
warranty.

            With respect to any Qualified Substitute Mortgage Loan or Loans, the
Seller shall deliver to the Trustee for the benefit of the Certificateholders
the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and
such other documents and agreements as are required by Section 2.01(b), with the
Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Scheduled Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Seller on the next succeeding
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the monthly payment due on any Deleted Mortgage
Loan for such month and thereafter the Seller shall be entitled to retain all
amounts received in respect of such Deleted Mortgage Loan. The Seller shall
amend the Mortgage Loan Schedule for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Seller shall deliver the
amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the
Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of
this Agreement in all respects, and the Seller shall be deemed to have made with
respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the representations and warranties made pursuant to Section
2.03(e) with respect to such Mortgage Loan. Upon any such substitution and the
deposit to the Certificate Account of the amount required to be deposited
therein in connection with such substitution as described in the following
paragraph, the Trustee shall release the Mortgage File held for the benefit of
the Certificateholders relating to such Deleted Mortgage Loan to the Seller and
shall execute and deliver at the Seller's direction such instruments of transfer
or assignment prepared by the Seller, in each case without recourse, as shall be
necessary to vest title in the Seller, or its designee, the Trustee's interest
in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

            For any month in which the Seller substitutes one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Trustee
shall determine the amount (if any) by which the aggregate principal balance of
all such Qualified Substitute Mortgage Loans as of the date of substitution is
less than the aggregate Stated Principal Balance of all such Deleted Mortgage
Loans (after application of the scheduled principal portion of the monthly
payments due in the month of substitution). The amount of such shortage (the
"Substitution Adjustment Amount") plus an amount equal to the sum of (i) the
aggregate of any unreimbursed Advances with respect to such Deleted Mortgage
Loans and (ii) any costs and damages actually incurred and paid by or on behalf
of the Trust in connection with any breach of the representation and warranty
set forth in Schedule III (xx) as the result of a violation of a predatory or
abusive lending law applicable to such Mortgage Loan shall be deposited in the
Certificate Account by the Seller on or before the Business Day immediately
preceding the Distribution Date in the month succeeding the calendar month
during which the related Mortgage Loan became required to be repurchased or
replaced hereunder.


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<PAGE>

            In the event that the Seller shall have repurchased a Mortgage Loan,
the Repurchase Price therefor shall be deposited in the Certificate Account on
or before the Business Day immediately preceding the Distribution Date in the
month following the month during which the Seller became obligated hereunder to
repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase
Price, the delivery of the Opinion of Counsel if required by Section 2.05 and
receipt of a Request for Release in the form of Exhibit M hereto, the Trustee
shall release the related Mortgage File held for the benefit of the
Certificateholders to such Person, and the Trustee shall execute and deliver at
such Person's direction such instruments of transfer or assignment prepared by
such Person, in each case without recourse, as shall be necessary to transfer
title from the Trustee. It is understood and agreed that the obligation under
this Agreement of any Person to cure, repurchase or substitute any Mortgage Loan
as to which a breach has occurred and is continuing shall constitute the sole
remedy against such Persons respecting such breach available to
Certificateholders, the Depositor or the Trustee on their behalf.

            The representations and warranties made pursuant to this Section
2.03 shall survive delivery of the respective Mortgage Files to the Trustee for
the benefit of the Certificateholders.

            SECTION 2.04 Representations and Warranties of the Depositor as to
                         the Mortgage Loans.

            The Depositor hereby represents and warrants to the Trustee with
respect to the Mortgage Loans that, as of the Closing Date, assuming good title
has been conveyed to the Depositor, the Depositor had good title to the Mortgage
Loans and Mortgage Notes, and did not encumber the Mortgage Loans during its
period of ownership thereof, other than as contemplated by the Agreement.

            It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the Mortgage Files to
the Trustee.

            SECTION 2.05 Delivery of Opinion of Counsel in Connection with
                         Substitutions.

            Notwithstanding any contrary provision of this Agreement, no
substitution pursuant to Section 2.02 shall be made more than 120 days after the
Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel,
which Opinion of Counsel shall not be at the expense of either the Trustee or
the Trust Fund, addressed to the Trustee, to the effect that such substitution
will not (i) result in the imposition of the tax on "prohibited transactions" on
the Trust Fund or contributions after the Startup Date, as defined in Sections
860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding.

            SECTION 2.06 Execution and Delivery of Certificates.

            The Trustee (or the Custodian) acknowledges receipt of the items
described in Section 2.02 of this Agreement and the documents identified in the
Initial Certification in the form annexed hereto as Exhibit G and, concurrently
with such receipt, has executed and delivered to or upon the order of the
Depositor, the Certificates in authorized denominations evidencing directly or
indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold
the Trust Fund and exercise the rights referred to above for


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<PAGE>

the benefit of all present and future Holders of the Certificates and to perform
the duties set forth in this Agreement to the best of its ability, to the end
that the interests of the Holders of the Certificates may be adequately and
effectively protected.

            SECTION 2.07 REMIC Matters.

            The Preliminary Statement sets forth the designations and "latest
possible maturity date" for federal income tax purposes of all interests created
hereby. The "Startup Day" for purposes of the REMIC Provisions shall be the
Closing Date. The REMIC 1 Regular Interests shall be designated as the "regular
interests" in REMIC 1. The REMIC 2 Regular Interests shall be designated as the
"regular interests" in REMIC 2. The REMIC 3 Regular Interest shall be designated
as the "regular interest" in REMIC 3. The Class A-1, Class A-IO, Class M-1,
Class M-2, Class B-1, Class B-2, Class B-3A, Class B-3F, Class P and Class X-1
Certificates shall be designated as the "regular interests" in REMIC 4. The
Class A-R Certificates and Class A-RL Certificates will represent beneficial
ownership of four residual interests, each of which will constitute the sole
class of residual interests in each of REMIC 1, REMIC 2, REMIC 3 and REMIC 4.
The Trustee shall not permit the creation of any "interests" (within the meaning
of Section 860G of the Code) in REMIC 1, REMIC 2, REMIC 3 or REMIC 4 other than
the Certificates, the REMIC 1 Regular Interests, the REMIC 2 Regular Interests
or the REMIC 3 Regular Interests. The "tax matters person" with respect to each
of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 shall be the Holder of the Class A-R
Certificate and Class A-RL Certificate at any time holding the largest
Percentage Interest thereof in the manner provided under Treasury regulations
section 1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The
fiscal year for each REMIC shall be the calendar year. In addition, the Class
X-1 Certificateholders shall be deemed to have entered into a contractual
arrangement with the Class A-R Certificateholders or Class A-RL
Certificateholders whereby the Class A-R Certificateholders or Class A-RL
Certificateholders agree to pay to the Class X-1 Certificateholders on each
Distribution Date amounts that would, in the absence of such contractual
agreement, be distributable with respect to the residual interest in REMIC 1,
REMIC 2, REMIC 3 and REMIC 4 pursuant to Section 4.02(b)(iv)(I) (which amounts
are expected to be zero).

            SECTION 2.08 Covenants of the Servicer.

            Each respective Servicer hereby covenants to the Depositor and the
Trustee that no written information, certificate of an officer, statement
furnished in writing or written report prepared by the Servicer and delivered to
the Depositor, any affiliate of the Depositor or the Trustee and prepared by the
Servicer pursuant to this Agreement will contain any untrue statement of a
material fact.

            SECTION 2.09 Conveyance of REMIC Regular Interests and Acceptance of
                         REMIC 1, REMIC 2, REMIC 3 and REMIC 4 by the Trustee;
                         Issuance of Certificates.

            (a) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the REMIC 1 Regular Interests for the benefit of the Holder of the


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<PAGE>

REMIC 2 Regular Interests and the Holders of the Class R-2 Interest. The Trustee
acknowledges receipt of the REMIC 1 Regular Interests (each of which is
uncertificated) and declares that it holds and will hold the same in trust for
the exclusive use and benefit of the Holders of the REMIC 2 Regular Interests
and Holder of the Class R-2 Interest. The interests evidenced by the Class R-2
Interest, together with the REMIC 2 Regular Interests, constitute the entire
beneficial ownership interest in REMIC 2.

            (b) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the REMIC 2 Regular Interests for the benefit of the Holder of the
REMIC 3 Regular Interests and the Holders of the Class R-3 Interest. The Trustee
acknowledges receipt of the REMIC 2 Regular Interests (each of which is
uncertificated) and declares that it holds and will hold the same in trust for
the exclusive use and benefit of the Holders of the REMIC 3 Regular Interests
and Holder of the Class R-3 Interest. The interests evidenced by the Class R-3
Interest, together with the REMIC 3 Regular Interests, constitute the entire
beneficial ownership interest in REMIC 3.

            (c) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the REMIC 3 Regular Interests for the benefit of the Holder of the
Regular Certificates and the Class R-4 Interest. The Trustee acknowledges
receipt of the REMIC 3 Regular Interests (each of which is uncertificated) and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of the holders of the Regular Certificates and the Class R-4 Interest.
The interests evidenced by the Class R-4 Interest, together with the Regular
Certificates, constitute the entire beneficial ownership interest in REMIC 4.

            (d) In exchange for the REMIC 3 Regular Interests and, concurrently
with the assignment to the Trustee thereof, pursuant to the written request of
the Depositor executed by an officer of the Depositor, the Trustee has executed,
authenticated and delivered to or upon the order of the Depositor, the Regular
Certificates in authorized denominations evidencing (together with the Class R-4
Interest) the entire beneficial ownership interest in REMIC 4.

            (e) Concurrently with (i) the assignment and delivery to the Trustee
of REMIC 1 (including the Residual Interest therein represented by the Class
A-RL Certificates) and the acceptance by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and Section 2.09(a); and (ii) the assignment and
delivery to the Trustee of REMIC 2 (including the Residual Interest therein
represented by the Class R-2 Interest) and the acceptance by the Trustee
thereof, pursuant to Section 2.09(b); and (iii) the assignment and delivery to
the Trustee of REMIC 3 (including the Residual Interest therein represented by
the Class R-3 Interest) and the acceptance by the Trustee thereof, pursuant to
Section 2.09(c); and (iv) the assignment and delivery to the Trustee of REMIC 4
(including the Residual Interest therein represented by the Class R-4 Interest)
and the acceptance by the Trustee thereof, pursuant to Section 2.09(d) the
Trustee, pursuant to the written request of the Depositor executed by an officer
of the Depositor, has executed, authenticated and delivered to or upon the order
of the Depositor, the Class A-RL Certificates and the Class A-R Certificates in
authorized denominations evidencing the Class R-2 Interest, the Class R-3
Interest and the Class R-4 Interest.


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<PAGE>

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF MORTGAGE LOANS

            SECTION 3.01 Servicer to Service Mortgage Loans.

            For and on behalf of the Certificateholders, the Servicer shall
service and administer the Mortgage Loans in accordance with the terms of this
Agreement and with Accepted Servicing Practices. Notwithstanding anything in
this Agreement, any Servicing Agreement or any Credit Risk Management Agreement
to the contrary, the Servicer shall have no duty or obligation to enforce the
Credit Risk Management Agreement or to supervise, monitor or oversee the
activities of the Credit Risk Manager under the Credit Risk Management Agreement
with respect to any action taken or not taken by the Servicer pursuant to a
recommendation of the Credit Risk Manager. In connection with such servicing and
administration, the Servicer shall have full power and authority, acting alone
and/or through Subservicers as provided in Section 3.02 hereof, to do or cause
to be done any and all things that it may deem necessary or desirable in
connection with such servicing and administration, including but not limited to,
the power and authority, subject to the terms hereof (i) to execute and deliver,
on behalf of the Certificateholders and the Trustee, customary consents or
waivers and other instruments and documents, (ii) to consent to transfers of any
Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages
(but only in the manner provided in this Agreement), (iii) to collect any
Insurance Proceeds and other Liquidation Proceeds, and (iv) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan; provided that the Servicer shall not take any action
that is materially inconsistent with or materially prejudices the interests of
the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and
interests of the Depositor, the Trustee or the Certificateholders under this
Agreement unless such action is specifically called for by the terms hereof. The
Trustee will provide a limited power of attorney to the Servicer, in the form of
Exhibit AA hereto, prepared by the Servicer and reasonably acceptable to the
Trustee, to permit the Servicer to act on behalf of the Trustee under this
Agreement. The Servicer hereby indemnifies the Trustee for all costs and
expenses incurred by the Trustee in connection with the negligent or willful
misuse of such power of attorney. The Servicer shall represent and protect the
interests of the Trust Fund in the same manner as it protects its own interests
in mortgage loans in its own portfolio in any claim, proceeding or litigation
regarding a Mortgage Loan. The Servicer further is hereby authorized and
empowered in its own name or in the name of the Subservicer, when the Servicer
or the Subservicer, as the case may be, believes it is appropriate in its best
judgment to register any Mortgage Loan on the MERS(R) System, or cause the
removal from the registration of any Mortgage Loan on the MERS(R) System, to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of assignment and other comparable instruments
with respect to such assignment or re-recording of a Mortgage in the name of
MERS, solely as nominee for the Trustee and its successors and assigns. Any
reasonable expenses incurred in connection with the actions described in the
preceding sentence or as a result of MERS discontinuing or becoming unable to
continue operations in connection with the MERS(R) System, shall be reimbursable
by the Trust Fund to the Servicer. Notwithstanding the foregoing, subject to
Section 3.05(a), the Servicer shall not make or permit any modification, waiver
or amendment of any Mortgage Loan that would both constitute a sale or exchange
of such Mortgage Loan within the meaning of Section 1001 of the Code and any
proposed, temporary or


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<PAGE>

final regulations promulgated thereunder (other than in connection with a
proposed conveyance or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant to Section 3.10 hereof) which would cause
any of REMIC 1 , REMIC 2, REMIC 3 or REMIC 4 to fail to qualify as a REMIC.
Without limiting the generality of the foregoing, the Servicer, in its own name
or in the name of the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Servicer believes it
appropriate in its reasonable judgment, to execute and deliver, on behalf of the
Trustee, the Depositor, the Certificateholders or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Mortgage
Loans, and with respect to the Mortgaged Properties held for the benefit of the
Certificateholders. The Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by either or
both of them as are necessary or appropriate to enable the Servicer to service
and administer the Mortgage Loans to the extent that the Servicer is not
permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents and a written request signed by an
authorized officer, the Depositor and/or the Trustee shall execute such
documents and deliver them to the Servicer.

            In accordance with the standards of the preceding paragraph, the
Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on any Mortgaged
Property (to the extent the Servicer has been notified that such taxes or
assessments have not paid by the related Mortgagor or the owner or the servicer
of the related First Mortgage Loan), which advances shall be reimbursable in the
first instance from related collections from the Mortgagors pursuant to Section
3.06, and further as provided in Section 3.08; provided, however, that the
Servicer shall be required to advance only to the extent that such advances, in
the good faith judgment of the Servicer, will be recoverable by the Servicer out
of Insurance Proceeds, Liquidation Proceeds, or otherwise out of the proceeds of
the related Mortgage Loan; and provided, further, that such payments shall be
advanced when the tax, premium or other cost for which payment is intended is
due to the extent the Servicer has been notified that such payment has not been
made at least five (5) Business Days prior to the due date. The costs incurred
by the Servicer, if any, in effecting the timely payments of taxes and
assessments on the Mortgaged Properties and related insurance premiums shall
not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the Stated Principal Balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.

            Subject to Section 3.16, the Trustee shall execute, at the written
request of the Servicer, and furnish to the Servicer and any Subservicer such
documents as are necessary or appropriate to enable the Servicer or any
Subservicer to carry out their servicing and administrative duties hereunder,
and the Trustee hereby grants to the Servicer a power of attorney to carry out
such duties. The Trustee shall not be liable for the actions of the Servicer or
any Subservicers under such powers of attorney.

            If the Mortgage relating to a Mortgage Loan had a lien senior to the
Mortgage Loan on the related Mortgaged Property as of the Cut-off Date, then the
Servicer, in such capacity, may consent to the refinancing of the prior senior
lien, provided that the following requirements are met:

            (i) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan
      is no higher than the Combined Loan-to-Value Ratio prior to such
      refinancing; and


                                       65
<PAGE>

            (ii) the interest rate, or, in the case of an adjustable rate
      existing senior lien, the maximum interest rate, for the loan evidencing
      the refinanced senior lien is no more than 2.0% higher than the interest
      rate or the maximum interest rate, as the case may be, on the loan
      evidencing the existing senior lien immediately prior to the date of such
      refinancing; and

            (iii) the loan evidencing the refinanced senior lien is not subject
      to negative amortization.

            With respect to the Mortgage Loans, the Servicer agrees that, with
respect to the Mortgagors of such Mortgage Loans, the Servicer shall furnish, in
accordance with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information on its borrower credit files to Equifax,
Experian and Trans Union Credit Information Company on a monthly basis.

            SECTION 3.02 Subservicing; Enforcement of the Obligations of
                         Subservicers.

            (a) The Mortgage Loans may be subserviced by a Subservicer on behalf
of the Servicer in accordance with the servicing provisions of this Agreement,
provided that the Subservicer is an approved Fannie Mae or Freddie Mac
seller/servicer in good standing. The Servicer may perform any of its servicing
responsibilities hereunder or may cause the Subservicer to perform any such
servicing responsibilities on its behalf, but the use by the Servicer of the
Subservicer shall not release the Servicer from any of its obligations hereunder
and the Servicer shall remain responsible hereunder for all acts and omissions
of the Subservicer as fully as if such acts and omissions were those of the
Servicer. The Servicer shall pay all fees and expenses of any Subservicer
engaged by the Servicer from its own funds.

            Notwithstanding the foregoing, the Servicer shall be entitled to
outsource one or more separate servicing functions to a Person (each, an
"Outsourcer") that does not meet the eligibility requirements for a Subservicer,
so long as such outsourcing does not constitute the delegation of the Servicer's
obligation to perform all or substantially all of the servicing of the related
Mortgage Loans to such Outsourcer. In such event, the use by the Servicer of any
such Outsourcer shall not release the Servicer from any of its obligations
hereunder and the Servicer shall remain responsible hereunder for all acts and
omissions of such Outsourcer as fully as if such acts and omissions were those
of the Servicer, and the Servicer shall pay all fees and expenses of the
Outsourcer from the Servicer's own funds.

            (b) At the cost and expense of the Servicer, without any right of
reimbursement from the Depositor, Trustee, the Trust Fund, or the applicable
Collection Account, the Servicer shall be entitled to terminate the rights and
responsibilities of its Subservicer and arrange for any servicing
responsibilities to be performed by a successor Subservicer meeting the
requirements set forth in Section 3.02(a), provided, however, that nothing
contained herein shall be deemed to prevent or prohibit the Servicer, at the
Servicer's option, from electing to service the related Mortgage Loans itself.
In the event that the Servicer's responsibilities and duties under this
Agreement are terminated pursuant to Section 7.01, and if requested to do so by
the Trustee, the Servicer shall at its own cost and expense terminate the rights
and responsibilities of its Subservicer as soon as is reasonably possible. The
Servicer shall pay all fees, expenses or penalties necessary in order to
terminate the rights and responsibilities of its Subservicer from


                                       66
<PAGE>

the Servicer's own funds without any right of reimbursement from the Depositor,
Trustee, the Trust Fund, or the Collection Account.

            (c) Notwithstanding any of the provisions of this Agreement relating
to agreements or arrangements between the Servicer and its Subservicer, the
Servicer and its Outsourcer, or any reference herein to actions taken through
the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of
its obligations to the Depositor, Trustee or Certificateholders and shall be
obligated to the same extent and under the same terms and conditions as if it
alone were servicing and administering the related Mortgage Loans. The Servicer
shall be entitled to enter into an agreement with its Subservicer and Outsourcer
for indemnification of the Servicer or Outsourcer, as applicable, by such
Subservicer and nothing contained in this Agreement shall be deemed to limit or
modify such indemnification.

            For purposes of this Agreement, the Servicer shall be deemed to have
received any collections, recoveries or payments with respect to the related
Mortgage Loans that are received by a related Subservicer or Outsourcer, as
applicable, regardless of whether such payments are remitted by the Subservicer
or Outsourcer, as applicable, to the Servicer.

            Any Subservicing Agreement and any other transactions or services
relating to the Mortgage Loans involving a Subservicer or an Outsourcer shall be
deemed to be between the Subservicer or an Outsourcer, and the Servicer alone,
and the Depositor, the Trustee and the other Servicer shall have no obligations,
duties or liabilities with respect to a Subservicer including no obligation,
duty or liability of the Depositor and Trustee or the Trust Fund to pay a
Subservicer's fees and expenses.

            SECTION 3.03 [Reserved].

            SECTION 3.04 Trustee to Act as Servicer.

            (a) In the event that the Servicer shall for any reason no longer be
the Servicer hereunder (including by reason of an Event of Default), the Trustee
or its successor shall thereupon assume all of the rights and obligations of the
Servicer hereunder arising thereafter (except that the Trustee shall not be (i)
liable for losses of the Servicer pursuant to Section 3.09 hereof or any acts or
omissions of the related predecessor Servicer hereunder, (ii) obligated to make
Advances if it is prohibited from doing so by applicable law or (iii) deemed to
have made any representations and warranties of the Servicer hereunder). Any
such assumption shall be subject to Section 7.02 hereof.

            The Servicer shall, upon request of the Trustee, but at the expense
of the Servicer, deliver to the assuming party all documents and records
relating to each Subservicing Agreement or substitute Subservicing Agreement and
the Mortgage Loans then being serviced thereunder and hereunder by the Servicer
and an accounting of amounts collected or held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of the substitute
Subservicing Agreement to the assuming party.

            (b) [reserved]


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<PAGE>

            SECTION 3.05 Collection of Mortgage Loans; Collection Accounts;
                         Certificate Account; Pre-Funding Account; Capitalized
                         Interest Account.

            (a) Continuously from the date hereof until the principal and
interest on all Mortgage Loans have been paid in full or such Mortgage Loans
have become Liquidated Mortgage Loans, the Servicer shall proceed in accordance
with the customary and usual standards of practice of prudent mortgage loan
servicers to collect all payments due under each of the related Mortgage Loans
when the same shall become due and payable to the extent consistent with this
Agreement and, consistent with such standard, with respect to Mortgage Loans for
which the Servicer collects escrow payments, shall ascertain and estimate Escrow
Payments and all other charges that will become due and payable with respect to
the Mortgage Loans and the Mortgaged Properties, to the end that the
installments payable by the Mortgagors will be sufficient to pay such charges as
and when they become due and payable. Consistent with the terms of this
Agreement, the Servicer may also waive, modify or vary any term of any Mortgage
Loan or consent to the postponement of strict compliance with any such term or
in any manner grant indulgence to any Mortgagor if in the Servicer's
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action);
provided, however, that the Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the Servicer, such default is reasonably
foreseeable; and that no such modification shall reduce the interest rate on a
Mortgage Loan below the rate at which the Servicing Fee with respect to such
Mortgage Loan accrues and provided, further, that any such waiver, modification,
postponement or indulgence granted to a Mortgagor by the Servicer in connection
with its servicing of the related First Mortgage Loan shall not be considered
relevant to a determination of whether the Servicer has acted consistently with
the terms and standards of this Agreement, so long as in the Servicer's
determination such action is not materially adverse to the interests of the
Certificateholders. In the event of any such arrangement, the Servicer shall
make Advances on the related Mortgage Loan in accordance with the provisions of
Section 4.01 during the scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. The Servicer shall not be required to institute or join in
litigation with respect to collection of any payment (whether under a Mortgage,
Mortgage Note or otherwise or against any public or governmental authority with
respect to a taking or condemnation) if it reasonably believes that enforcing
the provision of the Mortgage or other instrument pursuant to which such payment
is required is prohibited by applicable law.

            (b) The Servicer shall segregate and hold all funds collected and
received pursuant to a Mortgage Loan separate and apart from any of its own
funds and general assets and shall establish and maintain one or more Collection
Accounts, in the form of time deposit or demand accounts, titled "[Servicer's
name], in trust for the Holders of Credit Suisse First Boston Mortgage
Securities Corp., Home Equity Mortgage Pass-Through Certificates, Series 2004-2"
or, if established and maintained by a Subservicer on behalf of the Servicer,
"[Subservicer's name], in trust for [Servicer's name]" or "[Subservicer's name],
as agent, trustee and/or bailee of principal and interest custodial account for


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[Servicer's name], its successors and assigns, for various owners of interest in
[Servicer's name] mortgage-backed pools". Each Collection Account shall be an
Eligible Account. Any funds deposited in a Collection Account shall at all times
be either invested in Eligible Investments or shall be fully insured to the full
extent permitted under applicable law. Funds deposited in a Collection Account
may be drawn on by the applicable Servicer in accordance with Section 3.08.

            The Servicer shall deposit in the Collection Account within two
Business Days of receipt and retain therein, the following collections remitted
by Subservicers or payments received by the Servicer and payments made by the
Servicer subsequent to the Cut-off Date, other than payments of principal and
interest due on or before the Cut-off Date:

            (i) all payments on account of principal on the Mortgage Loans,
      including all Principal Prepayments;

            (ii) all payments on account of interest on the Mortgage Loans
      adjusted to the per annum rate equal to the Mortgage Rate reduced by the
      related Servicing Fee Rate;

            (iii) all Liquidation Proceeds on the Mortgage Loans;

            (iv) all Insurance Proceeds on the Mortgage Loans including amounts
      required to be deposited pursuant to Section 3.09 (other than proceeds to
      be held in the Escrow Account and applied to the restoration or repair of
      the Mortgaged Property or released to the Mortgagor in accordance with
      Section 3.09);

            (v) all Advances made by the Servicer pursuant to Section 4.01;

            (vi) with respect to each Principal Prepayment on the Mortgage
      Loans, the Prepayment Interest Shortfall, if any, for the Prepayment
      Period. The aggregate of such deposits shall be made from the Servicer's
      own funds, without reimbursement therefor, up to a maximum amount per
      month equal to the Compensating Interest Payment, if any, for the Mortgage
      Loans and that Distribution Date;

            (vii) any amounts required to be deposited by the Servicer in
      respect of net monthly income from REO Property pursuant to Section 3.11;
      and

            (viii) any other amounts required to be deposited hereunder
      including all collected Prepayment Charges.

            The foregoing requirements for deposit into each Collection Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, Ancillary Income need not be deposited by the
Servicer into such Collection Account. In addition, notwithstanding the
provisions of this Section 3.05, the Servicer may deduct from amounts received
by it, prior to deposit to the applicable Collection Account, any portion of any
Scheduled Payment representing the applicable Servicing Fee. In the event that
the Servicer shall remit any amount not required to be remitted, it may at any
time withdraw


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<PAGE>

or direct the institution maintaining the related Collection Account to withdraw
such amount from such Collection Account, any provision herein to the contrary
notwithstanding. Such withdrawal or direction may be accomplished by delivering
written notice thereof to the Trustee or such other institution maintaining such
Collection Account which describes the amounts deposited in error in such
Collection Account. The Servicer shall maintain adequate records with respect to
all withdrawals made by it pursuant to this Section. All funds deposited in a
Collection Account shall be held in trust for the Certificateholders until
withdrawn in accordance with Section 3.08.

            (c) On or prior to the Closing Date, the Trustee shall establish and
maintain, on behalf of the Certificateholders, the Certificate Account. The
Trustee shall, promptly upon receipt, deposit in the Certificate Account and
retain therein the following:

            (i) the aggregate amount remitted by the Servicer to the Trustee
      pursuant to Section 3.08(viii);

            (ii) any amount deposited by the Trustee pursuant to Section 3.05(e)
      in connection with any losses on Eligible Investments; and

            (iii) any other amounts deposited hereunder which are required to be
      deposited in the Certificate Account.

            In the event that the Servicer shall remit to the Trustee any amount
not required to be remitted, it may at any time direct the Trustee to withdraw
such amount from the Certificate Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering an Officer's
Certificate to the Trustee which describes the amounts deposited in error in the
Certificate Account. All funds deposited in the Certificate Account shall be
held by the Trustee in trust for the Certificateholders until disbursed in
accordance with this Agreement or withdrawn in accordance with Section 3.08(b).
In no event shall the Trustee incur liability for withdrawals from the
Certificate Account at the direction of the Servicer.

            (d) Each institution at which a Collection Account, the Certificate
Account or the Pre-Funding Account is maintained shall either hold such funds
on deposit uninvested or shall invest the funds therein as directed in writing
by the Servicer (in the case of a Collection Account), the Trustee (in the case
of the Certificate Account) or the Depositor (in the case of the Pre-Funding
Account), in Eligible Investments, which shall mature not later than (i) in the
case of a Collection Account, the second Business Day immediately preceding the
related Distribution Date and (ii) in the case of the Certificate Account and
the Pre-Funding Account, the Business Day immediately preceding the Distribution
Date and, in each case, shall not be sold or disposed of prior to its maturity.
All income and gain net of any losses realized from any such balances or
investment of funds on deposit in a Collection Account shall be for the benefit
of the Servicer as servicing compensation and shall be remitted to it monthly as
provided herein. The amount of any realized losses in a Collection Account
incurred in any such account in respect of any such investments shall promptly
be deposited by the Servicer in the related Collection Account. The Trustee in
its fiduciary capacity shall not be liable for the amount of any loss incurred
in respect of any investment or lack of investment of funds held in a Collection
Account or the Pre-Funding Account. All income and gain net of


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any losses realized from any such investment of funds on deposit in the
Certificate Account shall be for the benefit of the Trustee as compensation and
shall be remitted to it monthly as provided herein. The amount of any realized
losses in the Certificate Account incurred in any such account in respect of any
such investments shall promptly be deposited by the Trustee in the Certificate
Account. All income and gain net of any losses realized from any such balances
or investment of funds on deposit in the Pre-Funding Account shall be for the
benefit of the Depositor and shall be remitted to it monthly.

            (e) The Servicer shall give notice to the Trustee, the Seller, each
Rating Agency and the Depositor of any proposed change of the location of the
related Collection Account prior to any change thereof. The Trustee shall give
notice to the Servicer, the Seller, each Rating Agency and the Depositor of any
proposed change of the location of the Certificate Account prior to any change
thereof.

            (f) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Pre-Funding Account. On the Closing Date, the Depositor
shall remit the Pre-Funding Amount to the Trustee for deposit in the Pre-Funding
Account. On each Subsequent Transfer Date, upon satisfaction of the conditions
for such Subsequent Transfer Date set forth in Section 2.01(f), with respect to
the related Subsequent Transfer Agreement, the Trustee shall remit to the
Depositor the applicable Aggregate Subsequent Transfer Amount as payment of the
purchase price for the related Subsequent Mortgage Loans.

            If any funds remain in the Pre-Funding Account on July 25, 2004, to
the extent they represent interest earnings on the amounts originally deposited
into the Pre-Funding Account, the Trustee shall distribute them to the order of
the Depositor. The remaining funds in the Pre-Funding Account shall be
transferred to the Certificate Account to be included as part of principal
distributions to the Class A-1 Certificates, in the manner and priority set
forth herein on the July 2004 Distribution Date.

            (g) The Trustee shall establish and maintain, on behalf of the
Certificateholders, the Capitalized Interest Account. On the Closing Date, the
Depositor shall remit the Capitalized Interest Deposit to the Trustee for
deposit in the Capitalized Interest Account. On the Business Day prior to each
of the May 2004, June 2004 and July 2004 Distribution Dates, the Trustee shall
transfer from each Capitalized Interest Account to the Certificate Account an
amount equal to the Capitalized Interest Requirement for such Distribution Date.
On each of the May 2004 and June 2004 Distribution Dates, the Overfunded
Interest Amount shall be withdrawn from the Capitalized Interest Account and
paid to the Depositor. Any funds remaining in the Capitalized Interest Account
immediately after the July 2004 Distribution Date shall be paid to the
Depositor.

            SECTION 3.06 Establishment of and Deposits to Escrow Accounts;
                         Permitted Withdrawals from Escrow Accounts; Payments of
                         Taxes, Insurance and Other Charges.

            (a) To the extent required by the related Mortgage Note and not
violative of current law, the Servicer shall segregate and hold all funds
collected and received pursuant to a Mortgage Loan constituting Escrow Payments
separate and apart from any of its own funds and general assets and shall


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establish and maintain one or more Escrow Accounts, in the form of time deposit
or demand accounts, titled, "Credit Suisse First Boston Mortgage Securities
Corp., Home Equity Mortgage Pass-Through Certificates, Series 2004-2" or, if
established and maintained by a Subservicer on behalf of the Servicer,
"[Subservicer's name], in trust for [Servicer's name]" or "[Subservicer's name],
as agent, trustee and/or bailee of taxes and insurance custodial account for
[Servicer's name], its successors and assigns, for various owners of interest in
[Servicer's name] mortgage-backed pools". The Escrow Accounts shall be Eligible
Accounts. Funds deposited in the Escrow Account may be drawn on by the Servicer
in accordance with Section 3.06(b). The creation of any Escrow Account shall be
evidenced by a certification in the form of Exhibit P-1 hereto, in the case of
an account established with the Servicer, or by a letter agreement in the form
of Exhibit P-2 hereto, in the case of an account held by a depository other than
the Servicer. A copy of such certification shall be furnished to the Depositor
and Trustee.

            (b) The Servicer shall deposit in its Escrow Account or Accounts on
a daily basis within one Business Day of receipt and retain therein:

            (i) all Escrow Payments collected on account of the related Mortgage
      Loans, for the purpose of effecting timely payment of any such items as
      required under the terms of this Agreement; and

            (ii) all amounts representing Insurance Proceeds which are to be
      applied to the restoration or repair of any Mortgaged Property.

            The Servicer shall make withdrawals from the Escrow Account only to
effect such payments as are required under this Agreement, as set forth in
Section 3.06(c). The Servicer shall be entitled to retain any interest paid on
funds deposited in the related Escrow Account by the depository institution,
other than interest on escrowed funds required by law to be paid to the
Mortgagor. To the extent required by law, the applicable Servicer shall pay
interest on escrowed funds to the Mortgagor notwithstanding that the Escrow
Account may be non-interest bearing or that interest paid thereon is
insufficient for such purposes.

            (c) Withdrawals from the Escrow Account or Accounts may be made by
the Servicer only:

            (i) to effect timely payments of ground rents, taxes, assessments,
      water rates, mortgage insurance premiums, condominium charges, fire and
      hazard insurance premiums or other items constituting Escrow Payments for
      the related Mortgage;

            (ii) to reimburse the Servicer for any Servicing Advances made by
      the Servicer pursuant to this Agreement with respect to a related Mortgage
      Loan, but only from amounts received on the related Mortgage Loan which
      represent late collections of Escrow Payments thereunder;

            (iii) to refund to any Mortgagor any funds found to be in excess of
      the amounts required under the terms of the related Mortgage Loan;


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<PAGE>

            (iv) for transfer to the related Collection Account to reduce the
      principal balance of the related Mortgage Loan in accordance with the
      terms of the related Mortgage and Mortgage Note;

            (v) for application to restore or repair of the related Mortgaged
      Property in accordance with the procedures outlined in Section 3.09;

            (vi) to pay to the Servicer, or any Mortgagor to the extent required
      by law, any interest paid on the funds deposited in such Escrow Account;
      and

            (vii) to clear and terminate such Escrow Account on the termination
      of this Agreement.

            (d) No later than the Closing Date, the Servicer shall establish and
maintain a sub-account of the Collection Account titled "[Servicer's name],
Simple Interest Excess Sub-Account in trust for the Holders of Credit Suisse
First Boston Mortgage Securities Corp., Home Equity Mortgage Pass-Through
Certificates, Series 2004-2 ". The Servicer shall, on each Determination Date
transfer from the Collection Account to the Simple Interest Excess Sub-Account
all Net Simple Interest Excess, if any, pursuant to Section 3.08(ix), and shall
maintain a record of all such deposits.

            (e) The Servicer shall withdraw amounts on deposit in the Simple
Interest Excess Sub-Account on each Determination Date for deposit to the
Certificate Account in an amount equal to the lesser of (i) the amount on
deposit therein, and (ii) the Net Simple Interest Shortfall for such
Distribution Date.

            (f) The Servicer shall remit to the Trustee which shall thereupon
distribute to the Class X-1 Certificateholder 90% of the balance in the Simple
Interest Excess Sub-Account on the Distribution Date each year occurring in
December, commencing in December 2004. Such distributions shall be deemed to be
made on a first-in, first-out basis. In addition, the Servicer shall clear and
terminate the Simple Interest Excess Sub-Account upon the termination of this
Agreement and retain any funds remaining therein.

            (g) Amounts on deposit in the Simple Interest Excess Sub-Account may
be invested in Eligible Investments. All income and gain net of any losses
realized from any such balances or investment of funds on deposit in the Simple
Interest Excess Sub-Account shall be for the benefit of the Servicer as
servicing compensation and shall be remitted to it monthly. The amount of any
net investment losses in the Simple Interest Excess Sub-Account shall promptly
be deposited by the Servicer in such Simple Interest Excess Sub-Account.

            SECTION 3.07 Access to Certain Documentation and Information
                         Regarding the Mortgage Loans; Inspections.

            (a) The Servicer shall afford the Depositor and the Trustee
reasonable access to all records and documentation regarding the Mortgage Loans
and all accounts, insurance information and


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other matters relating to this Agreement, such access being afforded without
charge, but only upon reasonable request and during normal business hours at the
office designated by the Servicer.

            (b) The Servicer shall inspect the Mortgaged Properties as often as
deemed necessary by the Servicer in the Servicer's sole discretion, to assure
itself that the value of such Mortgaged Property is being preserved. In
addition, if any Mortgage Loan is more than 60 days delinquent, the Servicer
shall conduct subsequent inspections in accordance with Accepted Servicing
Practices or as may be required by the primary mortgage guaranty insurer. The
Servicer shall keep a written or electronic report of each such inspection.

            SECTION 3.08 Permitted Withdrawals from the Collection Accounts and
                         Certificate Account.

            The Servicer may (and in the case of clause (viii) below, shall)
from time to time make withdrawals from the related Collection Account for the
following purposes:

            (i) to pay to the Servicer (to the extent not previously retained by
      the Servicer) the servicing compensation to which it is entitled pursuant
      to Section 3.14, and to pay to the Servicer, as additional servicing
      compensation, earnings on or investment income with respect to funds in or
      credited to such Collection Account;

            (ii) to reimburse the Servicer for unreimbursed Advances made by it,
      such right of reimbursement pursuant to this subclause (ii) being limited
      to amounts received on the Mortgage Loan(s) in respect of which any such
      Advance was made (including without limitation, late recoveries of
      payments, Liquidation Proceeds and Insurance Proceeds, amounts
      representing proceeds of other insurance policies, if any, covering the
      related Mortgaged Property, rental and other income from REO Property and
      proceeds of any purchase or repurchase of the related Mortgage Loan, to
      the extent received by the Servicer);

            (iii) to reimburse the Servicer for any Nonrecoverable Advance
      previously made from collections or proceeds of any of the Mortgage Loans;

            (iv) to reimburse the Servicer for (A) unreimbursed Servicing
      Advances, the Servicer's right to reimbursement pursuant to this clause
      (A) with respect to any Mortgage Loan being limited to amounts received on
      such Mortgage Loan which represent late payments of principal and/or
      interest (including, without limitation, Liquidation Proceeds and
      Insurance Proceeds, amounts representing proceeds of other insurance
      policies, if any, covering the related Mortgaged Property, rental and
      other income from REO Property and proceeds of any purchase or repurchase
      of the related Mortgage Loan with respect to such Mortgage Loan)
      respecting which any such advance was made, (B) for unpaid Servicing Fees
      as provided in Section 3.11;

            (v) to pay to the purchaser, with respect to each Mortgage Loan or
      property acquired in respect thereof that has been purchased pursuant to
      Section 2.02, 2.03 or 3.11, all amounts received thereon after the date of
      such purchase;


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<PAGE>

            (vi) to reimburse the Servicer or the Depositor for expenses
      incurred by any of them and reimbursable pursuant to Section 6.03 hereof;

            (vii) to withdraw any amount deposited in such Collection Account
      and not required to be deposited therein;

            (viii) on or prior to the Servicer Cash Remittance Date, to withdraw
      an amount equal to the Available Funds plus any related Expense Fees
      (other than the Servicing Fee) for such Distribution Date and any
      Prepayment Charges received in respect of the Mortgage Loans, subject to
      the collection of funds included in the definition of "Available Funds"
      and remit such amount to the Trustee for deposit in the Certificate
      Account;

            (ix) to deposit in the Simple Interest Excess Sub-Account any amount
      required to be deposited therein pursuant to Section 3.06(d); and

            (x) to clear and terminate such Collection Account upon termination
      of this Agreement pursuant to Section 9.01 hereof.

            The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan basis for the purpose of justifying any withdrawal from the
Collection Account pursuant to such subclauses (i), (ii), (iv) and (v). Prior to
making any withdrawal from a Collection Account pursuant to subclause (iii), the
Servicer shall deliver to the Trustee a certificate of a Servicing Officer
indicating the amount of any previous Advance determined by the Servicer to be a
Nonrecoverable Advance and identifying the related Mortgage Loans(s), and their
respective portions of such Nonrecoverable Advance.

            The Trustee shall withdraw funds from the Certificate Account for
distributions to the Certificateholders and the Credit Risk Manager, if
applicable, in the manner specified in this Agreement (and to withhold from the
amounts so withdrawn, the amount of any taxes that it is authorized to withhold
pursuant to the last paragraph of Section 8.11). In addition, the Trustee may
from time to time make withdrawals from the Certificate Account for the
following purposes:

            (i) to pay to itself the Trustee Fee and any investment income
      earned for the related Distribution Date;

            (ii) to withdraw and return to the applicable Servicer for deposit
      to the Collection Account any amount deposited in the Certificate Account
      and not required to be deposited therein; and

            (iii) to clear and terminate the Certificate Account upon
      termination of this Agreement pursuant to Section 9.01 hereof.


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<PAGE>

            SECTION 3.09 Maintenance of Hazard Insurance and Mortgage Impairment
                         Insurance; Claims; Restoration of Mortgaged Property.

            The Servicer shall obtain and maintain a blanket policy insuring
against losses arising from fire and hazards covered under extended coverage on
all of the related Mortgage Loans, which policy shall provide coverage in an
amount equal to the amount at least equal to the lesser of (i) the maximum
insurable value of the improvements securing such Mortgage Loan and (ii) the
greater of (A) the outstanding principal balance of the Mortgage Loan and (B) an
amount such that the proceeds of such policy shall be sufficient to prevent the
Mortgagor and/or the mortgagee from becoming co-insurer. Any amounts collected
by the Servicer under any such policy relating to a Mortgage Loan (for the
avoidance of doubt, remaining after application of any such amounts to any
related First Mortgage Loan) shall be deposited in the related Collection
Account subject to withdrawal pursuant to Section 3.08. Such policy may contain
a deductible clause, in which case, in the event that there shall not have been
maintained on the related Mortgaged Property a standard hazard insurance policy,
and there shall have been a loss which would have been covered by such policy,
the Servicer shall deposit in the related Collection Account at the time of such
loss the amount not otherwise payable under the blanket policy because of such
deductible clause, such amount to be deposited from the Servicer's funds,
without reimbursement therefor. Upon request of the Trustee, the Servicer shall
cause to be delivered to the Trustee a certified true copy of such policy and a
statement from the insurer thereunder that such policy shall in no event be
terminated or materially modified without 30 days' prior written notice to the
Trustee. In connection with its activities as Servicer of the Mortgage Loans,
the Servicer agrees to present, on behalf of itself, the Depositor, and the
Trustee for the benefit of the Certificateholders, claims under any such blanket
policy.

            Pursuant to Section 3.05, any amounts collected by the Servicer
under any such policies (other than amounts to be deposited in the related
Escrow Account and applied to the restoration or repair of the related Mortgaged
Property, or property acquired in liquidation of the Mortgage Loan, or to be
released to the Mortgagor, in accordance with the Servicer's normal servicing
procedures) shall be deposited in the related Collection Account (subject to
withdrawal pursuant to Section 3.08). Any costs incurred by the Servicer in
maintaining such insurance shall be recoverable by the Servicer as a Servicing
Advance out of payments by the related Mortgagor or out of Insurance Proceeds or
Liquidation Proceeds. Notwithstanding anything to the contrary in this
paragraph, the Servicer shall be required to pay the costs of maintaining any
insurance contemplated by this Section 3.09 only to the extent that such
advances, in the good faith judgment of the Servicer, will be recoverable.

            The Servicer need not obtain the approval of the Trustee prior to
releasing any Insurance Proceeds to the Mortgagor to be applied to the
restoration or repair of the Mortgaged Property if such release is in accordance
with Accepted Servicing Practices. At a minimum, the Servicer shall comply with
the following conditions in connection with any such release of Insurance
Proceeds:

            (i) the Servicer shall receive satisfactory independent verification
      of completion of repairs and issuance of any required approvals with
      respect thereto;


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<PAGE>

            (ii) the Servicer shall take all steps necessary to preserve the
      priority of the lien of the Mortgage, including, but not limited to
      requiring waivers with respect to mechanics' and materialmen's liens; and

            (iii) pending repairs or restoration, the Servicer shall place the
      Insurance Proceeds in the related Escrow Account, if any.

            If the Trustee is named as an additional loss payee, the Servicer is
hereby empowered to endorse any loss draft issued in respect of such a claim in
the name of the Trustee.

            SECTION 3.10 Enforcement of Due-on-Sale Clauses; Assumption
                         Agreements.

            The Servicer shall use its best efforts to enforce any "due-on-sale"
provision contained in any related Mortgage or Mortgage Note and to deny
assumption by the person to whom the Mortgaged Property has been or is about to
be sold whether by absolute conveyance or by contract of sale, and whether or
not the Mortgagor remains liable on the Mortgage and the Mortgage Note. When the
Mortgaged Property has been conveyed by the Mortgagor, the Servicer shall, to
the extent it has knowledge of such conveyance, exercise its rights to
accelerate the maturity of such Mortgage Loan under the "due-on-sale" clause
applicable thereto, provided, however, that the Servicer shall not exercise such
rights if prohibited by law from doing so or if the exercise of such rights
would impair or threaten to impair any recovery under the related Primary
Insurance Policy, if any or, if consistent with Accepted Servicing Practices,
the Servicer believes the collections and other recoveries in respect of such
Mortgage Loans could reasonably be expected to be maximized if the Mortgage Loan
were not accelerated.

            If the Servicer reasonably believes it is unable under applicable
law to enforce such "due-on-sale" clause or, if any of the other conditions set
forth in the last sentence of the preceding paragraph apply, the Servicer shall
enter into (i) an assumption and modification agreement with the person to whom
such property has been conveyed, pursuant to which such person becomes liable
under the Mortgage Note and the original Mortgagor remains liable thereon or
(ii) in the event the Servicer is unable under applicable law to require that
the original Mortgagor remain liable under the Mortgage Note and the Servicer
has the prior consent of the primary mortgage guaranty insurer, a substitution
of liability agreement with the purchaser of the Mortgaged Property pursuant to
which the original Mortgagor is released from liability and the purchaser of the
Mortgaged Property is substituted as Mortgagor and becomes liable under the
Mortgage Note. Notwithstanding the foregoing, the Servicer shall not be deemed
to be in default under this Section by reason of any transfer or assumption
which the Servicer reasonably believes it is restricted by law from preventing,
for any reason whatsoever. In connection with any such assumption, no material
term of the Mortgage Note, including without limitation, the Mortgage Rate borne
by the related Mortgage Note, the term of the Mortgage Loan or the outstanding
principal amount of the Mortgage Loan shall be changed.

            Subject to the Servicer's duty to enforce any due-on-sale clause to
the extent set forth in this Section 3.10, in any case in which a Mortgaged
Property has been conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption agreement or modification agreement or supplement to
the Mortgage Note or Mortgage that requires the signature of the Trustee, or if
an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Mortgage Loan,


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<PAGE>

the Servicer shall prepare and deliver or cause to be prepared and delivered to
the Trustee for signature and shall direct, in writing, the Trustee to execute
the assumption agreement with the Person to whom the Mortgaged Property is to be
conveyed and such modification agreement or supplement to the Mortgage Note or
Mortgage or other instruments as are reasonable or necessary to carry out the
terms of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the Mortgaged Property
to such Person. In connection with any such assumption, no material term of the
Mortgage Note may be changed. Together with each such substitution, assumption
or other agreement or instrument delivered to the Trustee for execution by it,
the Servicer shall deliver an Officer's Certificate signed by a Servicing
Officer stating that the requirements of this Section 3.10 have been met in
connection therewith. The Servicer shall notify the Trustee that any such
substitution or assumption agreement has been completed by forwarding to the
Trustee the original of such substitution or assumption agreement, which in the
case of the original shall be added to the related Mortgage File and shall, for
all purposes, be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting a part thereof. Any fee
collected by the Servicer for entering into an assumption, modification or
substitution of liability agreement will be retained by the Servicer as
additional servicing compensation.

            SECTION 3.11 Realization Upon Defaulted Mortgage Loans; Repurchase
                         of Certain Mortgage Loans.

            (a) (i) The Servicer shall use reasonable efforts to foreclose upon
or otherwise comparably convert the ownership of properties securing such of the
related Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments.
With respect to such of the Mortgage Loans as come into and continue in default,
the Servicer will decide whether to (i) foreclose upon the Mortgaged Properties
securing such Mortgage Loans, (ii) write off the unpaid principal balance of the
Mortgage Loans as bad debt, (iii) take a deed in lieu of foreclosure, (iv)
accept a short sale (a payoff of the Mortgage Loan for an amount less than the
total amount contractually owed in order to facilitate a sale of the Mortgaged
Property by the Mortgagor) or permit a short refinancing (a payoff of the
Mortgage Loan for an amount less than the total amount contractually owed in
order to facilitate refinancing transactions by the Mortgagor not involving a
sale of the Mortgaged Property), (v) arrange for a repayment plan, or (vi) agree
to a modification in accordance with this Agreement. In connection with such
decision, the Servicer shall take such action as (i) the Servicer would take
under similar circumstances with respect to a similar mortgage loan held for its
own account for investment, (ii) shall be consistent with Accepted Servicing
Practices, (iii) the Servicer shall determine consistently with Accepted
Servicing Practices to be in the best interest of the Trustee and
Certificateholders, provided, that actions taken by the Servicer in connection
with its servicing of the related First Mortgage Loan shall not be considered
relevant to a determination of whether the Servicer has met the standard set
forth in this clause (iii), so long as so long as in the Servicer's
determination such action is not materially adverse to the interests of the
Certificateholders and (iv) is consistent with the requirements of the insurer
under any Required Insurance Policy; provided, however, that the Servicer shall
not be required to expend its own funds in connection with any foreclosure or
towards the restoration of any property unless it shall determine in its sole
discretion (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the related Mortgage Loan after reimbursement to
itself of such expenses and (ii) that such expenses will be recoverable to it
through Liquidation Proceeds (respecting


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which it shall have priority for purposes of withdrawals from the related
Collection Account). The Servicer shall be responsible for all other costs and
expenses incurred by it in any such proceedings; provided, however, that it
shall be entitled to reimbursement thereof from the liquidation proceeds with
respect to the related Mortgaged Property, as provided in the definition of
Liquidation Proceeds and as provided in Section 3.08(iv)(A).

            (ii) Notwithstanding anything to the contrary contained in this
Agreement, with respect to any Mortgage Loan that is one hundred twenty (120)
days delinquent, the Servicer shall obtain a broker's price opinion with respect
to the related Mortgaged Property and shall use all reasonable efforts to obtain
a total indebtedness balance (including, but not limited to, unpaid principal,
interest, escrows, taxes and expenses) for any related senior lien. The cost of
obtaining any such broker's price opinion shall be reimbursable to the Servicer
as a Servicing Advance pursuant to Section 3.08(iii) or (iv). After obtaining
the related broker's price opinion, the Servicer will determine whether any
Significant Net Recovery is possible through foreclosure proceedings or other
liquidation of the related Mortgaged Property. If the Servicer determines that
(x) no Significant Net Recovery is possible or (y) the potential Net Recoveries
are anticipated to be an amount, determined by the Servicer in its good faith
judgment and in light of other mitigating circumstances, that is insufficient to
warrant proceeding through foreclosure or other liquidation of the related
Mortgaged Property, it may, at its discretion, charge off such delinquent
Mortgage Loan in accordance with subsections (a)(iii) and (a)(iv) below.

            (iii) If the Servicer determines based on the broker's price opinion
obtained under paragraph (a)(ii) above and other relevant considerations that
(x) no Significant Net Recovery is possible through foreclosure proceedings or
other liquidation of the related Mortgaged Property or (y) the potential Net
Recoveries are anticipated to be an amount, determined by the Servicer in its
good faith judgment and in light of other mitigating circumstances, that is
insufficient to warrant proceeding through foreclosure or other liquidation of
the related Mortgaged Property, it will be obligated to charge off the related
Mortgage Loan at the time such Mortgage Loan becomes 180 days delinquent. Once a
Mortgage Loan has been charged off, the Servicer will discontinue making
Advances, the Servicer will not be entitled to any additional servicing
compensation (except as described in paragraphs(a)(ii) or (a)(iv) of this
Section 3.11), the Charged Off Loan will give rise to a Realized Loss, and the
Servicer will follow the procedures described in paragraph (a)(iv) below. If the
Servicer determines that (x) a Significant Net Recovery is possible through
foreclosure proceedings or other liquidation of the Mortgaged Property and (y)
the potential Net Recoveries are anticipated to be an amount, determined by the
Servicer in its good faith judgment and in light of other mitigating
circumstances, that is sufficient to warrant proceeding through foreclosure or
other liquidation of the related Mortgaged Property, the Servicer may continue
to make Advances or Servicing Advances on the related Mortgage Loan that has
become 180 days delinquent and will notify the Credit Risk Manager of that
decision.

            (iv) Any Mortgage Loan that becomes a Charged Off Loan may continue
to be serviced by Wilshire for the Certificateholders using Wilshire Special
Servicing. Wilshire will accrue, but not be entitled to any Servicing Fees and
reimbursement of expenses in connection with such Charged Off Loans, except to
the extent of funds available from the aggregate amount of recoveries on all
Charged Off Loans. Such aggregate recovery amounts on Charged Off Loans shall be
paid to Wilshire first, as reimbursement of any outstanding and unpaid expenses,
and second, as any accrued and unpaid Servicing


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Fees. Wilshire will only be entitled to previously accrued Servicing Fees and
expenses on any such Charged Off Loans. Wilshire will not be entitled to receive
any future unaccrued Servicing Fees or expenses from collections on such Charged
Off Loans. Any Charged Off Loan serviced by Wilshire using Wilshire Special
Servicing shall be so serviced until the Release Date described below. Any Net
Recoveries on such Charged Off Loans received prior to the Release Date will be
included in Available Funds.

            On the date (the "Release Date") which is no more than six months
after the date on which Wilshire begins servicing any Charged Off Loans using
Wilshire Special Servicing, unless specific Net Recoveries are anticipated by
Wilshire on a particular Charged Off Loan (in which case the Release Date will
be delayed until all such specific anticipated Net Recoveries are received),
such Charged Off Loan will be released from the Trust Fund, will no longer be an
asset of any REMIC, and will be transferred to the Class X-2 Certificateholders,
without recourse, and thereafter (i) those Holders will be entitled to any
amounts subsequently received in respect of any such Released Loans, (ii) the
Majority in Interest Class X-2 Certificateholder may designate the Servicer to
service any such Released Loan and (iii) the Majority in Interest Class X-2
Certificateholder may sell any such Released Loan to a third party.
Notwithstanding the previous sentence, if at any time after a Mortgage Loan has
been Charged Off and prior to six months after the date on which Wilshire begins
servicing such Charged Off Loan using Wilshire Special Servicing, Wilshire
determines that there will not be any Net Recoveries on such Charged Off Loan
under any circumstances, Wilshire may release such Charged Off Loan to the
Majority in Interest Class X-2 Certificateholder in accordance with the
provisions set forth in the previous sentence.

            Notwithstanding the foregoing, the procedures described above in
this subsection 3.11(a)(iv) relating to the treatment of Charged Off Loans may
be modified at any time at the discretion of the Majority in Interest Class X-1
Certificateholder, with the consent of Wilshire, which consent shall not be
unreasonably withheld; provided, however, that in no event shall the Majority in
Interest Class X-1 Certificateholder change the fee structure relating to
Charged Off Loans in a manner that would cause fees to be paid to Wilshire other
than from recoveries on Charged Off Loans.

            The Trustee shall track collections received by Wilshire on any
Charged Off Loans based upon loan level data provided to the Trustee by Wilshire
on each Servicer Data Remittance Date in a report in the form of Exhibit U
hereto, identifying the Charged Off Loans as of the related Due Period that
Wilshire will continue to service until the related Release Date using Wilshire
Special Servicing. On each Distribution Date, the Trustee shall verify, based on
the recovery and expense information provided by Wilshire on the Servicer Data
Remittance Date, (i) the aggregate amount of accrued and unpaid Servicing Fees
to be paid to Wilshire and expenses to be reimbursed to Wilshire on such Charged
Off Loans as of the related Due Period and (ii) the amount of Net Recoveries on
such Charged Off Loans for such Distribution Date. The Trustee shall be entitled
to rely, without independent verification, on the loan level data provided by
Wilshire that identifies the recovery amounts and the outstanding and unpaid
expenses on any Charged Off Loan in order to verify the amount in clause (ii) of
the previous sentence. The Trustee will be responsible for independently
verifying the aggregate amount of accrued and unpaid Servicing Fees described in
clause (i) of the second preceding sentence to be paid to Wilshire.


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            (v) Notwithstanding anything to the contrary contained in this
Agreement, in connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Servicer has reasonable cause to believe that a
Mortgaged Property is contaminated by hazardous or toxic substances or wastes,
or if the Trustee otherwise requests, an environmental inspection or review of
such Mortgaged Property conducted by a qualified inspector shall be arranged for
by the Servicer. Upon completion of the inspection, the Servicer shall promptly
provide the Trustee with a written report of environmental inspection.

            (vi) In the event the environmental inspection report indicates that
the Mortgaged Property is contaminated by hazardous or toxic substances or
wastes, the Servicer shall not proceed with foreclosure or acceptance of a deed
in lieu of foreclosure if the estimated costs of the environmental clean up, as
estimated in the environmental inspection report, together with the Servicing
Advances made by the Servicer and the estimated costs of foreclosure or
acceptance of a deed in lieu of foreclosure exceeds the estimated value of the
Mortgaged Property. If however, the aggregate of such clean up and foreclosure
costs and Servicing Advances are less than or equal to the estimated value of
the Mortgaged Property, then the Servicer may, in its reasonable judgment and in
accordance with Accepted Servicing Practices, choose to proceed with foreclosure
or acceptance of a deed in lieu of foreclosure and the Servicer shall be
reimbursed for all reasonable costs associated with such foreclosure or
acceptance of a deed in lieu of foreclosure and any related environmental clean
up costs, as applicable, from the related Liquidation Proceeds, or if the
Liquidation Proceeds are insufficient to fully reimburse the Servicer, the
Servicer shall be entitled to be reimbursed from amounts in the related
Collection Account pursuant to Section 3.08 hereof. In the event the Servicer
does not proceed with foreclosure or acceptance of a deed in lieu of foreclosure
pursuant to the first sentence of this paragraph, the Servicer shall be
reimbursed for all Servicing Advances made with respect to the related Mortgaged
Property from the related Collection Account pursuant to Section 3.08 hereof,
the Servicer shall have no further obligation to service such Mortgage Loan
under the provisions of this Agreement.

            (b) With respect to any REO Property, the deed or certificate of
sale shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The Servicer shall ensure
that the title to such REO Property references this Agreement and the Trustee's
capacity hereunder. Pursuant to its efforts to sell such REO Property, the
Servicer shall in accordance with Accepted Servicing Practices manage, conserve,
protect and operate each REO Property for the purpose of its prompt disposition
and sale. The Servicer, either itself or through an agent selected by the
Servicer, shall manage, conserve, protect and operate the REO Property in the
same manner that it manages, conserves, protects and operates other foreclosed
property for its own account, and in the same manner that similar property in
the same locality as the REO Property is managed. The Servicer may rent such
property, as the Servicer deems to be in the best interest of the Trustee and
the Certificateholders for the period prior to the sale of such REO Property on
such terms and conditions and for such periods as the Servicer deems to be in
the best interest of the Trustee and the Certificateholders. The Servicer shall
furnish to the Trustee on or before each Distribution Date a statement with
respect to any REO Property covering the operation of such REO Property for the
previous calendar month and the Servicer's efforts in connection with the sale
of such REO Property and any rental of such REO Property incidental to the sale
thereof for the previous calendar month. That


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statement shall be accompanied by such other information as the Trustee shall
reasonably request and which is necessary to enable the Trustee to comply with
the reporting requirements of the REMIC Provisions. The net monthly rental
income, if any, from such REO Property shall be deposited in the related
Collection Account no later than the close of business on each Determination
Date. The Servicer shall perform the tax reporting and withholding required by
Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and any tax
reporting required by Section 6050P of the Code with respect to the cancellation
of indebtedness by certain financial entities, by preparing such tax and
information returns as may be required, in the form required, and delivering the
same to the Trustee for filing.

            To the extent consistent with Accepted Servicing Practices, the
Servicer shall also maintain on each REO Property fire and hazard insurance with
extended coverage in amount which is equal to the outstanding principal balance
of the related Mortgage Loan (as reduced by any amount applied as a reduction of
principal at the time of acquisition of the REO Property), liability insurance
and, to the extent required and available under the Flood Disaster Protection
Act of 1973, as amended, flood insurance in the amount required above. Any costs
incurred by the Servicer in maintaining such insurance shall be recoverable by
the Servicer as a Servicing Advance out of payments by the related Mortgagor or
out of Insurance Proceeds or Liquidation Proceeds. Notwithstanding anything to
the contrary in this paragraph, the Servicer shall be required to pay the costs
of maintaining any insurance contemplated by this Section 3.11(b) only to the
extent that such advances, in the good faith judgment of the Servicer, will be
recoverable.

            (c) In the event that the Trust Fund acquires any Mortgaged Property
as aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Servicer shall dispose of such Mortgaged Property prior to
three years after the end of the calendar year of its acquisition by the Trust
Fund unless (i) the Trustee shall have been supplied with an Opinion of Counsel
to the effect that the holding by the Trust Fund of such Mortgaged Property
subsequent to such three-year period will not result in the imposition of taxes
on "prohibited transactions" of any REMIC hereunder as defined in section 860F
of the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any
time that any Certificates are outstanding, in which case the Trust Fund may
continue to hold such Mortgaged Property (subject to any conditions contained in
such Opinion of Counsel) or (ii) the Servicer shall have applied for, prior to
the expiration of such three-year period, an extension of such three-year period
in the manner contemplated by Section 856(e)(3) of the Code, in which case the
three-year period shall be extended by the applicable extension period. The
Servicer shall be entitled to be reimbursed from the Collection Account, as a
Servicing Advance, for any costs incurred in obtaining such Opinion of Counsel.
Notwithstanding any other provision of this Agreement, no Mortgaged Property
acquired by the Trust Fund shall be rented (or allowed to continue to be rented)
or otherwise used for the production of income by or on behalf of the Trust Fund
in such a manner or pursuant to any terms that would (i) cause such Mortgaged
Property to fail to qualify as "foreclosure property" within the meaning of
section 860G(a)(8) of the Code or (ii) subject any REMIC hereunder to the
imposition of any federal, state or local income taxes on the income earned from
such Mortgaged Property under Section 860G(c) of the Code or otherwise, unless
the Servicer has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.


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            In the event of a default on a Mortgage Loan one or more of whose
obligor is not a United States Person, as that term is defined in Section
7701(a)(30) of the Code, in connection with any foreclosure or acquisition of a
deed in lieu of foreclosure (together, "foreclosure") in respect of such
Mortgage Loan, the Servicer will cause compliance with the provisions of
Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto) necessary
to assure that no withholding tax obligation arises with respect to the proceeds
of such foreclosure except to the extent, if any, that proceeds of such
foreclosure are required to be remitted to the obligors on the Mortgage Loan.

            (d) The decision of the Servicer to foreclose on a defaulted
Mortgage Loan shall be subject to a determination by the Servicer that the
proceeds of such foreclosure would exceed the costs and expenses of bringing
such a proceeding. The income earned from the management of any REO Properties,
net of reimbursement to the Servicer for expenses incurred (including any
property or other taxes) in connection with such management and net of
applicable accrued and unpaid Servicing Fees, and unreimbursed Advances and
Servicing Advances, shall be applied to the payment of principal of and interest
on the related defaulted Mortgage Loans (with interest accruing as though such
Mortgage Loans were still current) and all such income shall be deemed, for all
purposes in this Agreement, to be payments on account of principal and interest
on the related Mortgage Notes and shall be deposited into the related Collection
Account. To the extent the net income received during any calendar month is in
excess of the amount attributable to amortizing principal and accrued interest
at the related Mortgage Rate on the related Mortgage Loan for such calendar
month, such excess shall be considered to be a partial prepayment of principal
of the related Mortgage Loan.

            The Servicer shall not acquire any Mortgaged Property on behalf of
any REMIC created hereunder in connection with a default or imminent default on
a Foreclosure Restricted Loan, if acquiring title to the Mortgaged Property
underlying the loan would cause the adjusted basis, for federal income tax
purposes, of these Mortgaged Properties owned by the related REMIC after
foreclosure, along with any other assets owned by the related REMIC other than
"qualified mortgages" and "permitted investments" within the meaning of Section
860G of the Code, to exceed 0.75% of the adjusted basis of the assets of the
related REMIC. If the adjusted basis of such Mortgaged Properties in
foreclosure, along with any other assets owned by the related REMIC, other than
"qualified mortgages" and "permitted investments" with the meaning of Section
860G of the Code, exceed 1.0% of the adjusted basis of the assets of the related
REMIC immediately after the distribution of principal and interest on any
Distribution Date, the applicable Servicer will dispose of enough of such
Mortgaged Properties in foreclosure, for cash or otherwise, so that the adjusted
basis of such Mortgaged Properties in foreclosure, along with any other assets
owned by the related REMIC, other than "qualified mortgages" and "permitted
investments" within the meaning of Section 860G of the Code, will be less than
1.0% of the adjusted basis of the assets of the related REMIC. With respect to
the Servicer, the foregoing percentage limitations will apply only to the
Mortgage Loans serviced by the Servicer.

            (e) The proceeds from any liquidation of a Mortgage Loan, as well as
any income from an REO Property, if applicable, will be applied in the following
order of priority: first, to reimburse the Servicer for any related unreimbursed
Servicing Advances and Servicing Fees; second, to reimburse the Servicer for any
unreimbursed Advances; third, to reimburse the related Collection Account for
any Nonrecoverable Advances (or portions thereof) that were previously withdrawn
by the Servicer pursuant


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to Section 3.08(iii) that related to such Mortgage Loan; fourth, to accrued and
unpaid interest (to the extent no Advance has been made for such amount or any
such Advance has been reimbursed) on the Mortgage Loan or related REO Property,
at the per annum rate equal to the related Mortgage Rate reduced by the related
Servicing Fee Rate, to the Due Date occurring in the month in which such amounts
are required to be distributed; and fifth, as a recovery of principal of the
Mortgage Loan. Excess proceeds, if any, from the liquidation of a Liquidated
Mortgage Loan will be retained by the Servicer as additional servicing
compensation pursuant to Section 3.14.

            (f) [reserved].

            (g) The Majority in Interest Class X-2 Certificateholder, at its
option, may (but is not obligated to) repurchase from the Trust Fund, (a) any
related Mortgage Loan that is delinquent in payment by three or more Scheduled
Payments or (b) any related Mortgage Loan with respect to which there has been
initiated legal action or other proceedings for the foreclosure of the related
Mortgaged Property either judicially or non-judicially. If it elects to make any
such repurchase, the Majority in Interest Class X-2 Certificateholder shall
repurchase such Mortgage Loan with its own funds at a price equal to the
Repurchase Price for such Mortgage Loan. The Majority in Interest Class X-2
Certificateholder may designate the Servicer to service any such Mortgage Loan
purchased from the Trust.

            SECTION 3.12 Trustee to Cooperate; Release of Mortgage Files.

            Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Servicer will immediately notify the Trustee
(or the Custodian, as the case may be) by delivering, or causing to be delivered
a "Request for Release" substantially in the form of Exhibit M. Upon receipt of
such request, the Trustee (or the Custodian, as the case may be) shall within
three Business Days release the related Mortgage File to the Servicer, and the
Trustee shall within three Business Days of the Servicer's direction execute and
deliver to the Servicer the request for reconveyance, deed of reconveyance or
release or satisfaction of mortgage or such instrument releasing the lien of the
Mortgage in each case provided by the Servicer, together with the Mortgage Note
with written evidence of cancellation thereon. The Servicer is authorized to
cause the removal from the registration on the MERS(R) System of such Mortgage,
if applicable, and to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release. Expenses incurred in connection with
any instrument of satisfaction or deed of reconveyance shall be chargeable to
the related Mortgagor to the extent permitted by law and otherwise shall
constitute a Servicing Advance. From time to time and as shall be appropriate
for the servicing or foreclosure of any Mortgage Loan, including for such
purpose, collection under any policy of flood insurance, any fidelity bond or
errors or omissions policy, or for the purposes of effecting a partial release
of any Mortgaged Property from the lien of the Mortgage or the making of any
corrections to the Mortgage Note or the Mortgage or any of the other documents
included in the Mortgage File, the Trustee shall, within three Business Days of
delivery to the Trustee (or the Custodian, as the case may be) of a Request for
Release in the form of Exhibit M signed by a Servicing Officer, release the
Mortgage File to the Servicer. Subject to the further limitations set forth
below, the Servicer shall cause the Mortgage File or documents so released to be
returned to the Trustee (or the Custodian, as the case may be) when the need
therefor by the Servicer no longer exists, unless the


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Mortgage Loan is liquidated and the proceeds thereof are deposited in the
related Collection Account, in which case the Servicer shall deliver to the
Trustee (or the Custodian, as the case may be) a Request for Release in the form
of Exhibit M, signed by a Servicing Officer.

            If the Servicer at any time seeks to initiate a foreclosure
proceeding in respect of any Mortgaged Property as authorized by this Agreement,
the Servicer shall, if applicable, deliver or cause to be delivered to the
Trustee, for signature, as appropriate, any court pleadings, requests for
trustee's sale or other documents (which, if acceptable by the related court,
may be copies) necessary to effectuate such foreclosure or any legal action
brought to obtain judgment against the Mortgagor on the Mortgage Note or the
Mortgage or to obtain a deficiency judgment or to enforce any other remedies or
rights provided by the Mortgage Note or the Mortgage or otherwise available at
law or in equity.

            SECTION 3.13 Documents, Records and Funds in Possession of the
                         Servicer to be Held for the Trustee.

            Notwithstanding any other provisions of this Agreement, the Servicer
shall transmit to the Trustee as required by this Agreement all documents and
instruments in respect of a Mortgage Loan coming into the possession of the
Servicer from time to time required to be delivered to the Trustee pursuant to
the terms hereof and shall account fully to the Trustee for any funds received
by the Servicer or which otherwise are collected by the Servicer as Liquidation
Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All Mortgage
Files and funds collected or held by, or under the control of, the Servicer in
respect of any Mortgage Loans, whether from the collection of principal and
interest payments or from Liquidation Proceeds, including but not limited to,
any funds on deposit in a Collection Account, shall be held by the Servicer for
and on behalf of the Trustee and shall be and remain the sole and exclusive
property of the Trustee, subject to the applicable provisions of this Agreement.
The Servicer also agrees that it shall not create, incur or subject any Mortgage
File or any funds that are deposited in the related Collection Account,
Certificate Account or any related Escrow Account, or any funds that otherwise
are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien (other than the lien of a related First
Mortgage Loan), security interest, judgment, levy, writ of attachment or other
encumbrance, or assert by legal action or otherwise any claim or right of setoff
against any Mortgage File or any funds collected on, or in connection with, a
Mortgage Loan, except, however, that the Servicer shall be entitled to set off
against and deduct from any such funds any amounts that are properly due and
payable to the Servicer under this Agreement.

            SECTION 3.14 Servicing Fee.

            As compensation for its services hereunder, the Servicer shall be
entitled to withdraw from the Collection Account or to retain from interest
payments on the related Mortgage Loans the amount of its Servicing Fee for each
Mortgage Loan, less any amounts in respect of its Servicing Fee payable by the
Servicer pursuant to Section 3.05(b)(vi). The Servicing Fee is limited to, and
payable solely from, the interest portion of such Scheduled Payments collected
by the Servicer or as otherwise provided in Section 3.08.


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            Additional servicing compensation in the form of Ancillary Income
shall be retained by the Servicer. The Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
(including the payment of any expenses incurred in connection with any
Subservicing Agreement entered into pursuant to Section 3.02) and shall not be
entitled to reimbursement thereof except as specifically provided for in this
Agreement.

            SECTION 3.15 Access to Certain Documentation.

            The Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders of Subordinate Certificates and the
examiners and supervisory agents of the OTS, the FDIC and such other
authorities, access to the documentation regarding the related Mortgage Loans
required by applicable regulations of the OTS and the FDIC. Such access shall be
afforded without charge, but only upon reasonable and prior written request and
during normal business hours at the offices designated by the Servicer. Nothing
in this Section shall limit the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information regarding the Mortgagors
and the failure of the Servicer to provide access as provided in this Section as
a result of such obligation shall not constitute a breach of this Section.
Nothing in this Section 3.15 shall require the Servicer to collect, create,
collate or otherwise generate any information that it does not generate in its
usual course of business.

            SECTION 3.16 Annual Statement as to Compliance.

            Not later than the earlier of (a) March 15 of each calendar year
(other than the calendar year during which the Closing Date occurs) or (b) with
respect to any calendar year during which the Depositor's annual report on Form
10-K is required to be filed in accordance with the Exchange Act and the rules
and regulations of the Commission, 15 calendar days before the date on which the
Depositor's annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission (or, in
each case, if such day is not a Business Day, the immediately preceding Business
Day), the Servicer shall deliver to the Depositor, the Rating Agencies and the
Trustee an Officer's Certificate stating, as to the signer thereof, that (i) a
review of the activities of the Servicer during the preceding calendar year and
of the performance of the Servicer under this Agreement has been made under such
officer's supervision, and (ii) to the best of such officer's knowledge, based
on such review, the Servicer has fulfilled all its obligations under this
Agreement throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof and the action being taken by the
Servicer to cure such default.

            SECTION 3.17 Annual Independent Public Accountants' Servicing
                         Statement; Financial Statements.

            Not later than the earlier of (a) March 15 of each calendar year
(other than the calendar year during which the Closing Date occurs) or (b) with
respect to any calendar year during which the Depositor's annual report on Form
10-K is required to be filed in accordance with the Exchange Act and the rules
and regulations of the Commission, 15 calendar days before the date on which the
Depositor's annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission (or, in
each case, if such day is not a Business Day, the immediately


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preceding Business Day), the Servicer at its expense shall cause a nationally or
regionally recognized firm of independent public accountants (who may also
render other services to the Servicer, the Seller or any affiliate thereof)
which is a member of the American Institute of Certified Public Accountants to
furnish a statement to the Trustee and the Depositor to the effect that such
firm has examined certain documents and records relating to the servicing of
mortgage loans which the Servicer is servicing, which may include the related
Mortgage Loans or similar mortgage loans, and that, on the basis of such
examination, conducted substantially in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or the Audit Guide for HUD Approved
Title II Approved Mortgagees and Loan Correspondent Programs, nothing has come
to their attention which would indicate that such servicing has not been
conducted in compliance with Accepted Servicing Practices, except for (a) such
exceptions as such firm shall believe to be immaterial, and (b) such other
exceptions as shall be set forth in such statement. In addition, the Servicer
shall disclose to such firm all significant deficiencies relating to the
Servicer's compliance with the minimum servicing standards set forth in this
Agreement. In rendering such statement, such firm may rely, as to matters
relating to direct servicing of mortgage loans by Subservicers, upon comparable
statements for examinations conducted substantially in compliance with the
Uniform Single Attestation Program for Mortgage Bankers or the Audit Guide for
HUD Approved Title II Approved Mortgagees and Loan Correspondent Programs
(rendered within one year of such statement) of independent public accountants
with respect to the related Subservicer. Copies of such statement shall be
provided by the Trustee to any Certificateholder upon request at the Servicer's
expense, provided such statement is delivered by the Servicer to the Trustee.

            SECTION 3.18 Maintenance of Fidelity Bond and Errors and Omissions
                         Insurance.

            The Servicer shall maintain with responsible companies, at its own
expense, a blanket Fidelity Bond and an Errors and Omissions Insurance Policy,
with broad coverage on all officers, employees or other persons acting in any
capacity requiring such persons to handle funds, money, documents or papers
relating to the related Mortgage Loans ("Servicer Employees"). The amount of
coverage under any such Fidelity Bond and Errors and Omissions Insurance Policy
shall be at least equal to the coverage maintained by the Servicer in order to
be acceptable to Fannie Mae or Freddie Mac to service loans for it or otherwise
in an amount as is commercially available at a cost that is generally not
regarded as excessive by industry standards. No provision of this Section 3.18
requiring such Fidelity Bond and Errors and Omissions Insurance Policy shall
diminish or relieve the Servicer from its duties and obligations as set forth in
this Agreement. The minimum coverage under any such bond and insurance policy
shall be at least equal to the corresponding amounts required by Fannie Mae.
Upon the request of the Trustee, the Servicer shall cause to be delivered to the
Trustee a certificate of insurance of the insurer and the surety including a
statement from the surety and the insurer that such fidelity bond and insurance
policy shall in no event be terminated or materially modified without 30 days'
prior written notice to the Trustee.

            SECTION 3.19 Duties of the Credit Risk Manager.

            The Depositor appoints The Murrayhill Company as Credit Risk
Manager. For and on behalf of the Depositor, and the Trustee, the Credit Risk
Manager will provide the Depositor with reports and recommendations concerning
Mortgage Loans that are past due, as to which there has been commencement of
foreclosure, as to which there has been forbearance in exercise of remedies
which are


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in default, as to which obligor is the subject of bankruptcy, receivership, or
an arrangement of creditors, or as to which have become REO Properties. Such
reports and recommendations will be based upon information provided to the
Credit Risk Manager pursuant to the Credit Risk Management Agreement and the
Credit Risk Manager shall look solely to the Servicer for all information and
data (including loss and delinquency information and data) and loan level
information and data relating to the servicing of the Mortgage Loans. If the
Credit Risk Manager is no longer able to perform its duties hereunder, the
Depositor shall terminate the Credit Risk Manager and cause the appointment of a
successor Credit Risk Manager. Upon any termination of the Credit Risk Manager
or the appointment of a successor Credit Risk Manager, the Depositor shall give
written notice thereof to the Seller, the Servicer, the Trustee and each Rating
Agency. Notwithstanding the foregoing, the termination of the Credit Risk
Manager pursuant to this Section 3.19 shall not become effective until the
appointment of a successor Credit Risk Manager.

            SECTION 3.20 Limitation Upon Liability of the Credit Risk Manager.

            Neither the Credit Risk Manager, nor any of the directors, officers,
employees or agents of the Credit Risk Manager, shall be under any liability to
the Trustee, the Certificateholders or the Depositor for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, in reliance upon information provided by the Servicer under the
Credit Risk Management Agreement or of errors in judgment; provided, however,
that this provision shall not protect the Credit Risk Manager or any such person
against liability that would otherwise be imposed by reason of willful
malfeasance, bad faith or gross negligence in its performance of its duties
under this Agreement or the Credit Risk Manager Agreement. The Credit Risk
Manager and any director, officer, employee or agent of the Credit Risk Manager
may rely in good faith on any document of any kind prima facie properly executed
and submitted by any Person respecting any matters arising hereunder, and may
rely in good faith upon the accuracy of information furnished by the Servicer
pursuant to the Credit Risk Management Agreement in the performance of its
duties thereunder and hereunder.

            SECTION 3.21 Advance Facility.

            (a) Wilshire is hereby authorized to enter into a financing or other
facility (any such arrangement, an "Advance Facility") under which (1) Wilshire
assigns or pledges to another Person (an "Advancing Person") the Servicer's
rights under this Agreement to be reimbursed for any Advances or Servicing
Advances and/or (2) an Advancing Person agrees to fund some or all Advances
and/or Servicing Advances required to be made by Wilshire pursuant to this
Agreement. No consent of the Trustee, Certificateholders or any other party is
required before Wilshire may enter into an Advance Facility; provided, however,
that the consent of the Trustee (which consent shall not be unreasonably
withheld) shall be required before Wilshire may cause to be outstanding at one
time more than one Advance Facility with respect to Advances or more than one
Advance Facility with respect to Servicing Advances. Notwithstanding the
existence of any Advance Facility under which an Advancing Person agrees to fund
Advances and/or Servicing Advances on the Servicer's behalf, Wilshire shall
remain obligated pursuant to this Agreement to make Advances and Servicing
Advances pursuant to and as required by this Agreement, and shall not be
relieved of such obligations by virtue of such Advance Facility. If Wilshire
enters into an Advance Facility, and for so long as an Advancing Person remains
entitled to receive reimbursement for any Advances or Servicing Advances
outstanding and previously unreimbursed pursuant


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to this Agreement, then Wilshire may elect by providing written notice to the
Trustee not to be permitted to reimburse itself for Advances and/or Servicing
Advances, as applicable, pursuant to Section 3.08 of this Agreement, but
following any such election Wilshire shall be required to include amounts
collected that would otherwise be retained by Wilshire to reimburse it for
previously unreimbursed Advances ("Advance Reimbursement Amounts") and/or
previously unreimbursed Servicing Advances ("Servicing Advance Reimbursement
Amounts" and together with Advance Reimbursement Amounts, "Reimbursement
Amounts") (in each case to the extent such type of Reimbursement Amount is
included in the Advance Facility) in the remittance to the Trustee made pursuant
to this Agreement to the extent of amounts on deposit in the Collection Account
on the Servicer Cash Remittance Date. Notwithstanding anything to the contrary
herein, in no event shall Advance Reimbursement Amounts or Servicing Advance
Reimbursement Amounts be included in Interest Remittance Amounts or Principal
Remittance Amounts or distributed to Certificateholders. Wilshire if making the
election set forth herein, shall report to the Trustee the portions of the
Reimbursement Amounts that consist of Advance Reimbursement Amounts and
Servicing Advance Reimbursement Amounts, respectively.

            (b) If Wilshire enters into an Advance Facility and makes the
election set forth in Section 3.21(a), Wilshire and the related Advancing Person
shall deliver to the Trustee a written notice and payment instruction (an
"Advance Facility Notice"), providing the Trustee with written payment
instructions as to where to remit Advance Reimbursement Amounts and/or Servicing
Advance Reimbursement Amounts (each to the extent such type of Reimbursement
Amount is included within the Advance Facility) on subsequent Distribution
Dates. The payment instruction shall require the applicable Reimbursement
Amounts to be distributed to the Advancing Person or to a trustee or custodian
(an "Advance Facility Trustee") designated in the Advance Facility Notice. An
Advance Facility Notice may only be terminated by the joint written direction of
Wilshire and the related Advancing Person (and any related Advance Facility
Trustee); provided, however, that the provisions of this Section 3.21 shall
cease to be applicable when all Advances and Servicing Advances funded by an
Advancing Person, and when all Advances and Servicing Advances (the rights to be
reimbursed for which have been assigned or pledged to an Advancing Person), have
been repaid to the related Advancing Person in full.

            (c) Reimbursement Amounts shall consist solely of amounts in respect
of Advances and/or Servicing Advances made with respect to the Mortgage Loans
for which Wilshire would be permitted to reimburse itself in accordance with
Section 3.08(ii), (iii) and (iv) hereof, assuming Wilshire had made the related
Advance(s) and/or Servicing Advance(s). Notwithstanding the foregoing, no Person
shall be entitled to reimbursement from funds held in the Collection Account for
future distribution to Certificateholders pursuant to the provisions of Section
4.01. The Trustee shall not have any duty or liability with respect to the
calculation of any Reimbursement Amount and shall be entitled to rely without
independent investigation on the Advance Facility Notice and on the Servicer's
report of the amount of Advance Reimbursement Amounts and Servicing Advance
Reimbursement Amounts that were included in the remittance from Wilshire to the
Trustee pursuant to Section 3.08(viii). Wilshire shall maintain and provide to
any successor Servicer a detailed accounting on a loan-by-loan basis as to
amounts advanced by, pledged or assigned to, and reimbursed to any Advancing
Person. The successor Servicer shall be entitled to rely on any such information
provided by Wilshire and the successor Servicer shall not be liable for any
errors in such information.


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            (d) An Advancing Person who receives an assignment or pledge of the
rights to be reimbursed for Advances and/or Servicing Advances, and/or whose
obligations hereunder are limited to the funding of Advances and/or Servicing
Advances shall not be required to meet the criteria for qualification of a
Subservicer set forth in Section 3.02 hereof.

            (e) With respect to any Advance Facility pursuant to which Wilshire
has made the election set forth in Section 3.21(a), the documentation
establishing any Advance Facility shall require that Reimbursement Amounts
distributed with respect to each Mortgage Loan be allocated to outstanding
unreimbursed Advances or Servicing Advances (as the case may be) made with
respect to that Mortgage Loan on a "first-in, first-out" (FIFO) basis. Such
documentation shall also require Wilshire to provide to the related Advancing
Person or Advance Facility Trustee loan-by-loan information with respect to each
Reimbursement Amount distributed by the Trustee to such Advancing Person or
Advance Facility Trustee on each Distribution Date, to enable the Advancing
Person or Advance Facility Trustee to make the FIFO allocation of each
Reimbursement Amount with respect to each Mortgage Loan. Wilshire shall remain
entitled to be reimbursed by the Advancing Person or Advance Facility Trustee
for all Advances and Servicing Advances funded by Wilshire to the extent the
related rights to be reimbursed therefor have not been assigned or pledged to an
Advancing Person.

            (f) If Wilshire enters into an Advance Facility, Wilshire shall
indemnify the Trustee and the Trust and any successor Servicer, as applicable,
from and against any claims, losses, liabilities or damages resulting from any
claim by the related Advancing Person, except to the extent that such claim,
loss, liability or damage resulted from or arose out of negligence, recklessness
or willful misconduct on the part of the successor Servicer or the Trustee, or
failure by the successor Servicer or the Trustee to remit funds as required by
Section 3.21(b). Any amendment to this Section 3.21 or to any other provision of
this Agreement that may be necessary or appropriate to effect the terms of an
Advance Facility as described generally in this Section 3.21, including
amendments to add provisions relating to a successor Servicer, may be entered
into by the Trustee, the Seller and Wilshire without the consent of any
Certificateholder notwithstanding anything to the contrary in Section 10.01 of
or elsewhere in this Agreement.


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                                   ARTICLE IV

                                DISTRIBUTIONS AND
                            ADVANCES BY THE Servicer

            SECTION 4.01 Advances by the Servicer.

            The Servicer shall deposit in a Collection Account an amount equal
to (i) with respect to the Mortgage Loans other than the Simple Interest
Mortgage Loans, all Scheduled Payments (with interest at the Mortgage Rate less
the Servicing Fee Rate) which were due but not received on the related Mortgage
Loans during the applicable Due Period and (ii) with respect to the Simple
Interest Mortgage Loans, 30 day's interest on each such Mortgage Loan for which
the Scheduled Payment was due but not received during the applicable Due Period,
less the Servicing Fee; provided however, that with respect to any Balloon Loan
that is delinquent on its maturity date, the Servicer will not be required to
advance the related balloon payment but will be required to continue to make
Advances in accordance with this Section 4.01 with respect to such Balloon Loan
in an amount equal to an assumed scheduled payment that would otherwise be due
based on the original amortization schedule for that Mortgage Loan (with
interest at the Mortgage Rate less the Servicing Fee Rate). The Servicer's
obligation to make such Advances as to any related Mortgage Loan will continue
through the last Scheduled Payment due prior to the payment in full of such
Mortgage Loan, or through the date that the related Mortgaged Property has, in
the judgment of the Servicer, been completely liquidated; provided however, that
such obligation with respect to any related Mortgage Loan shall cease if the
Servicer determines, in its reasonable opinion, that Advances with respect to
such Mortgage Loan are Nonrecoverable Advances; provided that the Servicer will
be required to make Advances until the earlier of (i) the time at which the
related Mortgage Loan becomes 120 days delinquent or (ii) the time at which the
Servicer determines that such Advances with respect to such Mortgage Loan are
Nonrecoverable Advances. In the event that the Servicer determines that any such
Advances are Nonrecoverable Advances, the Servicer shall provide the Trustee
with a certificate signed by a Servicing Officer evidencing such determination.

            If an Advance is required to be made hereunder, the Servicer shall
on the second Business Day immediately preceding the Distribution Date
immediately following the related Determination Date either (i) deposit in the
Collection Account from its own funds an amount equal to such Advance, (ii)
cause to be made an appropriate entry in the records of the Collection Account
that funds in such account being held for future distribution or withdrawal have
been, as permitted by this Section 4.01, used by the Servicer to make such
Advance or (iii) make Advances in the form of any combination of clauses (i) and
(ii) aggregating the amount of such Advance. Any such funds being held in a
Collection Account for future distribution and so used shall be replaced by the
Servicer from its own funds by deposit in such Collection Account on or before
any future Distribution Date in which such funds would be due. The Servicer
shall be entitled to be reimbursed from the Collection Account for all Advances
of its own funds made pursuant to this Section as provided in Section 3.08.


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            SECTION 4.02 Priorities of Distribution.

            (a) On each Distribution Date, prior to making distributions to the
holders of the Certificates, the Trustee first, shall pay itself the Trustee's
Fee for such Distribution Date, and second, shall pay the Credit Risk Manager
the Credit Risk Manager Fee.

            (b) With respect to the Available Funds, on each Distribution Date,
the Trustee shall withdraw such Available Funds from the Certificate Account and
based on the information provided to it by the Servicer, apply such funds to
distributions on the Certificates in the following order and priority and, in
each case, to the extent of such Available Funds remaining:

            (i) On each Distribution Date, the Trustee shall distribute the
      Interest Remittance Amount for such date in the following order of
      priority:

            A.    to the Senior Certificates, pro rata, Current Interest and any
                  Carryforward Interest, as applicable, for each such Class and
                  such Distribution Date;

            B.    to the Class M-1 Certificates, Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            C.    to the Class M-2 Certificates, Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            D.    to the Class B-1 Certificates Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            E.    to the Class B-2 Certificates Current Interest and any
                  Carryforward Interest for such Class and such Distribution
                  Date;

            F.    to the Class B-3A Certificates and Class B-3F Certificates,
                  concurrently and pro rata, Current Interest and any
                  Carryforward Interest for each such Class and such
                  Distribution Date; and

            G.    On the Distribution Dates occurring in May 2004, June 2004 and
                  July 2004, to the Depositor an amount equal to the amount
                  received during the related Due Period which constitutes
                  Subsequent Mortgage Loan Interest; and

            H.    for application in the same manner as the Monthly Excess
                  Cashflow for such Distribution Date as provided in clause (iv)
                  of this Section 4.02(b), any Interest Remittance Amount
                  remaining after application pursuant to clauses A. through G.
                  above.


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            (ii) On each Distribution Date (a) prior to the Stepdown Date or (b)
      with respect to which a Trigger Event has occurred, the Trustee shall
      distribute the Principal Payment Amount for such date in the following
      order of priority:

            A.    commencing on the Distribution Date in August 2009, to the
                  Class P Certificates, until the Class Principal Balance of
                  such class has been reduced to zero;

            B.    first to the Class A-R Certificates and Class A-RL
                  Certificates, concurrently on a pro rata basis, based on their
                  respective Class Principal Balances, until the Class Principal
                  Balance of each such Class is reduced to zero, and then to the
                  Class A-1 Certificates, until the Class Principal Balance
                  thereof has been reduced to zero;

            C.    to the Class M-1 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero;

            D.    to the Class M-2 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero;

            E.    to the Class B-1 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero;

            F.    to the Class B-2 Certificates, until the Class Principal
                  Balance of such Class has been reduced to zero;

            G.    to the Class B-3A Certificates and Class B-3F Certificates,
                  concurrently on a pro rata basis, based on their respective
                  Class Principal Balances, until the Class Principal Balance of
                  each such Class has been reduced to zero; and

            H.    for application in the same manner as the Monthly Excess
                  Cashflow for such Distribution Date, as provided in clause
                  (iv) of this Section 4.02(b), any Principal Payment Amount
                  remaining after application pursuant to clauses A. through G.
                  above.

            (iii) On each Distribution Date (a) on or after the Stepdown Date
      and (b) with respect to which a Trigger Event has not occurred, the
      Trustee shall distribute the Principal Payment Amount for such date in the
      following order of priority:

            A.    commencing on the Distribution Date in August 2009 or
                  thereafter, to the Class P Certificates, until the Class
                  Principal Balance of such class has been reduced to zero;

            B.    to the Class A-1 Certificates, the Senior Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance thereof has been reduced to zero;


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            C.    to the Class M-1 Certificates, the Class M-1 Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance of such Class has been reduced to zero;

            D.    to the Class M-2 Certificates, the Class M-2 Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance of such Class has been reduced to zero;

            E.    to the Class B-1 Certificates, the Class B-1 Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance of such Class has been reduced to zero;

            F.    to the Class B-2 Certificates, the Class B-2 Principal Payment
                  Amount for such Distribution Date, until the Class Principal
                  Balance of such Class has been reduced to zero;

            G.    to the Class B-3A Certificates and Class B-3F Certificates,
                  the Class B-3 Principal Payment Amount for such Distribution
                  Date, concurrently on a pro rata basis, based on their
                  respective Class Principal Balances, until the Class Principal
                  Balance of each such Class has been reduced to zero; and

            H.    for application as part of Monthly Excess Cashflow for such
                  Distribution Date, as provided in clause (iv) of this Section
                  4.02(b), any Principal Payment Amount remaining after
                  application pursuant to clauses A. through G. above.

            (iv) On each Distribution Date, the Trustee shall distribute the
      Monthly Excess Cashflow for such date in the following order of priority:

            A.    an amount equal to the aggregate Realized Losses on the
                  Mortgage Loans incurred during the related Collection Period,
                  such amount to be added to the Principal Payment Amount and
                  distributed as set forth above in Section 4.02(b)(ii) and
                  (iii) (any such amount, an "Excess Cashflow Loss Payment");

            B.    (I)   except for the first Distribution Date, until the
                        Overcollateralization Amount equals the Targeted
                        Overcollateralization Amount for such date, on each
                        Distribution Date (a) prior to the Stepdown Date or (b)
                        with respect to which a Trigger Event has occurred, to
                        the extent of Monthly Excess Interest for such
                        Distribution Date, to fund any principal distributions
                        to the Class A-1, Class A-R, Class A-RL, Class P, Class
                        M-1, Class M-2, Class B-1, Class B-2, Class B-3A and
                        Class B-3F Certificates required to be made on such
                        Distribution Date set forth above in clause (ii) above,
                        after giving effect to the distribution of the Principal
                        Payment Amount for such Distribution Date, in accordance
                        with the priorities set forth therein.


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                  (II)  on each Distribution Date on or after the Stepdown Date
                        and with respect to which a Trigger Event has not
                        occurred, to fund any principal distributions to the
                        Class A-1, Class A-R, Class A-RL, Class P, Class M-1,
                        Class M-2, Class B-1, Class B-2, Class B-3A and Class
                        B-3F Certificates required to be made on such
                        Distribution Date set forth above in clause (iii) above,
                        after giving effect to the distribution of the Principal
                        Payment Amount for such Distribution Date, in accordance
                        with the priorities set forth therein;

            C.    to the Class M-1 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            D.    to the Class M-2 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            E.    to the Class B-1 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            F.    to the Class B-2 Certificates, any Deferred Amount for such
                  Class, with interest thereon at the Pass-Through Rate for such
                  Class;

            G.    concurrently, to the Class B-3A Certificates and Class B-3F
                  Certificates on a pro rata basis, based on their respective
                  Class Principal Balances, any Deferred Amount with interest
                  thereon at the Pass-Through Rate for each such Class;

            H.    to the Class X-1 Certificate, the Class X-1 Distributable
                  Amount for such Distribution Date reduced by amounts
                  distributed pursuant to clause E of Section 4.02(b)(i) for
                  such Distribution Date, the amount of any
                  Overcollateralization Release Amount for such Distribution
                  Date and, for any Distribution Date on or after which the
                  aggregate Class Principal Balance of the Regular Certificates
                  has been reduced to zero, the Overcollateralization Amount;
                  and

            I.    to the Class A-R Certificate or Class A-RL Certificate, as
                  applicable, any remaining amount; provided, however that any
                  amount that would be distributable pursuant to this priority
                  (I) shall not be paid with respect to the Class A-R
                  Certificate or Class A-RL Certificates, as applicable, but
                  shall be paid instead with respect to the Class X-1
                  Certificates pursuant to a contract that exists under this
                  Agreement between the Class A-R Certificateholders or Class
                  A-RL Certificateholders and the Class X-1 Certificateholders.

            (v) On each Distribution Date, the Trustee shall distribute to the
      Holder of the Class P Certificate, the aggregate of all Prepayment Charges
      collected during the preceding Prepayment Period.


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<PAGE>

            (vi) On the first Distribution Date only, the Trustee shall
      distribute the Monthly Excess Cashflow for such date to the Class X-1
      Certificate.

            (vii) On each Distribution Date, following the foregoing
      distributions, an amount equal to the amount of Net Recoveries included in
      the Available Funds for such Distribution Date shall be applied to
      increase the Class Principal Balance of the Class of Certificates with the
      Highest Priority up to the extent of such Realized Losses previously
      allocated to that Class of Certificates pursuant to Section 4.05. An
      amount equal to the amount of any remaining Net Recoveries shall be
      applied to increase the Class Principal Balance of the Class of
      Certificates with the next Highest Priority, up to the amount of such
      Realized Losses previously allocated to that Class of Certificates
      pursuant to Section 4.05, and so on. Holders of such Certificates will not
      be entitled to any distribution in respect of interest on the amount of
      such increases for any Interest Accrual Period preceding the Distribution
      Date on which such increase occurs. Any such increases shall be applied to
      the Class Principal Balance of each Certificate of such Class in
      accordance with its respective Percentage Interest.

            SECTION 4.03 [Reserved]

            SECTION 4.04 [Reserved]

            SECTION 4.05 Allocation of Realized Losses.

            On each Distribution Date, the Trustee shall determine the total of
the Applied Loss Amount, if any, for such Distribution Date. The Applied Loss
Amount for any Distribution Date shall be applied by reducing the Class
Principal Balance of each Class of Subordinate Certificates beginning with the
Class of Subordinate Certificates then outstanding with the lowest relative
payment priority, in each case until the respective Class Principal Balance
thereof is reduced to zero. Any Applied Loss Amount allocated to a Class of
Subordinate Certificates shall be allocated among the Subordinate Certificates
of such Class in proportion to their respective Percentage Interests.

            All Realized Losses on the Mortgage Loans shall be allocated on each
Distribution Date to the following REMIC 1 Regular Interests: first, to REMIC 1
Regular Interests LTI-1 until the Uncertificated Principal Balance thereof has
been reduced to zero, then to REMIC 1 Regular Interest LTI-1PF until the
Uncertificated Principal Balance thereof has been reduced to zero, however, that
with respect to the first three Distribution Dates, Realized Losses relating to
the Initial Mortgage Loans shall be allocated to REMIC 1 Regular Interest LTI-1
and Realized Losses relating to the Subsequent Mortgage Loans shall be allocated
to REMIC 1 Regular Interest LTI-1PF until the Uncertificated Principal Balance
thereof has been reduced to zero. All Realized Losses on the REMIC 1 Regular
Interests LTI-1 and LTI-1PF shall be deemed to have been allocated to the
following REMIC 2 Regular Interests in the specified percentages, as follows:
first to Uncertificated Accrued Interest payable to the REMIC 2 Regular
Interests MTI-AA and MTI-ZZ up to an aggregate amount equal to the excess of (a)
the REMIC 2 Interest Loss Allocation Amount over (b) Prepayment Interest
Shortfalls (to the extent not covered by Compensating Interest) relating to the
Mortgage Loans for such Distribution Date, 98% and 2%, respectively; second, to
the Uncertificated Principal Balances of the REMIC 2 Regular Interests MTI-AA
and MTI-ZZ up to an


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<PAGE>

aggregate amount equal to the REMIC 2 Principal Loss Allocation Amount, 98% and
2%, respectively; third, to the Uncertificated Principal Balances of REMIC 2
Regular Interest MTI-AA, REMIC 2 Regular Interest MTI-B-3A and MTI-B-3F,
concurrently on a pro rata basis, and REMIC 2 Regular Interest MTI-ZZ, 98%, 1%
and 1%, respectively, until the Uncertificated Principal Balance of REMIC 2
Regular Interests MTI-B have been reduced to zero; fourth, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest MTI-AA, REMIC 2 Regular Interest
MTI-B-2 and REMIC 2 Regular Interest MTI-ZZ, 98%, 1% and 1%, respectively, until
the Uncertificated Principal Balance of REMIC 2 Regular Interests MTI-B-2 have
been reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest MTI-AA, REMIC 2 Regular Interest MTI-B-1 and REMIC 2 Regular
Interest MTI-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Principal Balance of REMIC 2 Regular Interests MTI-B-2 have been reduced to
zero; sixth, to the Uncertificated Principal Balances of REMIC 2 Regular
Interest MTI-AA, REMIC 2 Regular Interest MTI-M-2 and REMIC 2 Regular Interest
MTI-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
of REMIC 2 Regular Interest MTI-M-2 has been reduced to zero; and seventh, to
the Uncertificated Principal Balances of REMIC 2 Regular Interest MTI-AA, REMIC
2 Regular Interest MTI-M-1 and REMIC 2 Regular Interest MTI-ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest MTI-M-1 has been reduced to zero. All Realized Losses on the REMIC 2
Regular Interests shall be deemed to have been allocated to the REMIC 3 Regular
Interests in specified percentages and in the same priority as that allocated to
the Corresponding Certificates.

            SECTION 4.06 Monthly Statements to Certificateholders.

            (a) Not later than each Distribution Date, the Trustee shall
prepare, and make available on the website maintained by the Trustee at
http://www.jpmorgan.com/sfr, a statement setting forth with respect to the
related distribution, the items listed on Exhibit V.

            Assistance in using the website can be obtained by calling the
Trustee's customer service desk at 877-722-1095. Parties that are unable to use
the website are entitled to have a paper copy mailed to them via first class
mail by written notice to the Trustee at its Corporate Trust Office. The
Trustee's responsibility for disbursing the above information to the
Certificateholders is limited to the availability, timeliness and accuracy of
the information derived from the Servicer. The foregoing information shall be
reported to the Trustee each month on or before the Servicer Data Remittance
Date.

            (b) Within a reasonable period of time after the end of each
calendar year, the Trustee shall cause to be furnished to each Person who at any
time during the calendar year was a Certificateholder, a statement containing
the information set forth in, items (i)(c), (i)(d), (i)(g), (i)(j), (i)(k),
(ii)(c), (ii)(d), (ii)(g), (ii)(i), (v)(d), (v)(e) and (v)(s) of Exhibit V
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Trustee shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code as from time to time in effect.


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            SECTION 4.07 Distributions on the REMIC 1 Regular Interests, REMIC 2
                         Regular Interests and REMIC 3 Regular Interests.

            (a) Distributions on the REMIC 1 Regular Interests.

            On each Distribution Date, the Trustee shall cause in the following
order of priority, the following amounts to be distributed by REMIC 1 to REMIC 2
on account of the REMIC 1 Regular Interests or withdrawn from the Distribution
Account and distributed to the holders of the Class A-RL Certificates, as the
case may be:

            (i) first, to the Holders of REMIC 1 Regular Interests LTI-P and
      LTI-R, in an amount equal to (x) the related Uncertificated Accrued
      Interest for such Distribution Date, plus (y) any amounts in respect
      thereof remaining unpaid from previous Distribution Dates and second, to
      Holders of Uncertificated REMIC 1 Regular Interests LTI-1 and LTI-1PF an
      amount equal to (x) the related Uncertificated Accrued Interest for such
      Distribution Date, plus (y) any amounts in respect thereof remaining
      unpaid from previous Distribution Dates;

            (ii) to the Holders of REMIC 1 Regular Interests, in an amount equal
      to the remainder of the Available Funds for such Distribution Date after
      the distributions made pursuant to clause (i) above and, in the case of
      distributions made pursuant to Section 4.07(a)(ii)(b), the amount of any
      Prepayment Charges for such Distribution Date, allocated as follows:

                  (a) to the Holders of REMIC 1 Regular Interest LTI-R, an
      amount equal to the amount of principal distributed to the holder of the
      Corresponding Uncertificated Interest on such Distribution Date pursuant
      to Section 4.07(b)(ii)(a);

                  (b) to the Holders of REMIC 1 Regular Interest LTI-P, an
      amount equal to the amount distributed to the holder of the Corresponding
      Uncertificated Interest on such Distribution Date pursuant to Section
      4.07(b)(ii)(b);

                  (c) to the Holders of REMIC 1 Regular Interest LTI-1, until
      the Uncertificated Principal Balance of Uncertificated REMIC 1 Regular
      Interest LTI-1 is reduced to zero;

                  (d) to the Holders of REMIC 1 Regular Interest LTI-1PF, until
      the Uncertificated Principal Balance of REMIC 1 Regular Interest LTI-1PF
      is reduced to zero; and

            (iii) any remaining amount to the Holders of the Class A-RL
      Certificates;

provided, however, that for the first three Distribution Dates, such amounts
constituting Available Funds relating to the Initial Mortgage Loans shall be
allocated to REMIC 1 Regular Interest LTI-1, and such amounts constituting
Available Funds relating to the Subsequent Mortgage Loans and shall be allocated
to REMIC 1 Regular Interest LT-1PF.

            (b) Distributions on the REMIC 2 Regular Interests.


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<PAGE>

            On each Distribution Date, the Trustee shall cause in the following
order of priority, the following amounts to be distributed by REMIC 2 to REMIC 3
on account of the REMIC 2 Regular Interests or withdrawn from the Distribution
Account and distributed to the holders of the Class A-R Certificates (in respect
of the Class R-2 Interest), as the case may be:

            (i) first, to the extent of the sum of Available Funds for such
      Distribution Date, to Holders of REMIC 2 Regular Interests MTI-AA,
      MTI-A-1, MTI-A-I-1,MTI-M-1, MTI-M-2, MTI-B-1, MTI-B-2, MTI-B-3A, MTI-B-3F,
      MTI-ZZ, MTI-P and MTI-R, pro rata, in an amount equal to (A) the
      Uncertificated Accrued Interest for such Distribution Date, plus (B) any
      amounts in respect thereof remaining unpaid from previous Distribution
      Dates. Amounts payable as Uncertificated Accrued Interest in respect of
      REMIC 2 Regular Interest MTI-ZZ shall be reduced when the REMIC 2
      Overcollateralization Amount is less than the REMIC 2
      Overcollateralization Target Amount, by the lesser of (x) the amount of
      such difference and (y) the REMIC 2 Regular Interest MTI-ZZ Maximum
      Interest Deferral Amount and such amount will be payable to the Holders of
      REMIC II Regular Interest MTI-A-1, MTI-A-I-1, REMIC II Regular Interest
      MTI-M-1, REMIC II Regular Interest MTI-M-2, REMIC II Regular Interest
      MTI-B-1, REMIC II Regular Interest MTI-B-2, REMIC Regular Interest
      MTI-B-3A and REMIC II Regular Interest MTI-B-3F in the same proportion as
      the amounts are allocated to the Corresponding Uncertificated Interest,
      pursuant to Section 4.07(c) herein, for each such REMIC II Regular
      Interest, and the Uncertificated Principal Balance of the REMIC II Regular
      Interest MTI-ZZ shall be increased by such amount;

            (ii) second, to the Holders of REMIC 2 Regular Interests, in an
      amount equal to the remainder of the Available Funds for such Distribution
      Date after the distributions made pursuant to clause (i) above and, in the
      case of distributions made pursuant to Section 4.07(b)(ii)(b), the amount
      of any Prepayment Charges for such Distribution Date, allocated as
      follows:

                  (a) to the Holders of REMIC 2 Regular Interest MTI-R, an
      amount equal to the amount of principal distributed to the holder of the
      Corresponding Uncertificated Interest on such Distribution Date pursuant
      to Section 4.07(c); and

                  (b) to the Holders of REMIC 2 Regular Interest MTI-P, an
      amount equal to the amount of principal distributed to the holder of the
      Corresponding Uncertificated Interest on such Distribution Date pursuant
      to Section 4.07(c); and

            (iii) third, to the Holders of REMIC 2 Regular Interests, in an
      amount equal to the remainder of the Available Funds for such Distribution
      Date after the distributions made pursuant to clauses (i) and (ii) above,
      allocated as follows:

                  (a) with respect to the Holders of REMIC 2 Regular Interest
      MTI-AA, 98.00% of such remainder, until the Uncertificated Principal
      Balance of such Uncertificated REMIC 2 Regular Interest is reduced to
      zero;


                                       99
<PAGE>

                  (b) with respect to the Holders of REMIC 2 Regular Interest
      MTI-A-1, MTI-A-I-1, MTI-M-1, MTI-M-2, MT-B-1, MTI-B-2, MTI-B-3A and
      MTI-B-3F, 1.00% of such remainder, in the same proportion as principal
      payments are allocated to the Corresponding Uncertificated Interests,
      until the Uncertificated Principal Balances of such REMIC 2 Regular
      Interests are reduced to zero;

                  (c) to the Holders of REMIC 2 Regular Interest MTI-ZZ, 1.00%
      of such remainder, until the Uncertificated Principal Balance of such
      REMIC 2 Regular Interest is reduced to zero; and

                  (d) any remaining amount to the Holders of the Class A-R
      Certificates (in respect of the Class R-2 Interest);

provided, however, 98.00% and 2.00% of any principal payments that are
attributable to an Overcollateralization Release Amount shall be allocated to
Holders of REMIC 2 Regular Interest MTI-AA and REMIC 2 Regular Interest MTI-ZZ,
respectively.

            (c) Distributions on the REMIC 3 Regular Interests.

            On each Distribution Date, the Trustee shall cause in the following
order of priority, the following amounts to be distributed by REMIC 3 to REMIC 4
on account of the REMIC 3 Regular Interests or withdrawn from the Distribution
Account and distributed to the holders of the Class A-R Certificates (in respect
of the Class R-3 Interest), as the case may be:

      (i) first, each of the REMIC 3 Regular Interests shall accrue interest at
the Uncertificated REMIC 3 Pass-Through Rates equal to those set forth in
Preliminary Statement;

      (ii) second, distributions of principal shall be payable to, and
shortfalls, losses and prepayments are allocable to, the REMIC 3 Regular
Interests as such amounts are payable and allocable to the Corresponding
Certificates; and

      (iii) third, REMIC 3 Regular Interest MTII-P shall be entitled to the
amounts of any Prepayment Charges paybable and allocable to the Corresponding
Certificate on such Distribution Date pursuant to Section 4.02(b)(v).

            SECTION 4.08 [Reserved].

            SECTION 4.09 Prepayment Charges.

            Notwithstanding anything in this Agreement to the contrary, in the
event of a Principal Prepayment of a Mortgage Loan, the Servicer may not waive
any Prepayment Charge or portion thereof required by the terms of the related
Mortgage Note unless (i) the Mortgage Loan is in default or foreseeable default
and such waiver (a) is standard and customary in servicing similar mortgage
loans to the Mortgage Loans and (b) would, in the reasonable judgment of the
Servicer, maximize recovery of total


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<PAGE>

proceeds taking into account the value of such Prepayment Charge and the related
Mortgage Loan or (ii)(A) the enforceability thereof is limited (1) by
bankruptcy, insolvency, moratorium, receivership, or other similar law relating
to creditors' rights generally or (2) due to acceleration in connection with a
foreclosure or other involuntary payment, or (B) the enforceability is otherwise
limited or prohibited by applicable law. For the avoidance of doubt, the
Servicer may waive a Prepayment Charge in connection with a short sale or short
payoff on a defaulted Mortgage Loan. If the Servicer has waived all or a portion
of a Prepayment Charge relating to a Principal Prepayment, other than as
provided above, the Servicer shall deliver to the Trustee no later than the
Business Day immediately preceding the next Distribution Date, for deposit into
the Certificate Account the amount of such Prepayment Charge (or such portion
thereof as had been waived) for distribution in accordance with the terms of
this Agreement; provided, however, the Servicer shall not have any obligation to
pay the amount of any uncollected Prepayment Charge under this Section 4.09 if
the Servicer did not have a copy of the related Mortgage Note, the Servicer
requested via email a copy of the same from the Trustee and the Trustee failed
to provide such a copy within two (2) Business Days of receipt of such request.
If the Servicer has waived all or a portion of a Prepayment Charge for any
reason, it shall promptly notify the Trustee thereof and shall include such
information in any monthly reports it provides the Trustee. Notwithstanding any
provision in this Agreement to the contrary, in the event the Prepayment Charge
payable under the terms of the Mortgage Note is different from the amount of the
Prepayment Charge set forth in the Mortgage Loan Schedule or other information
provided to the Servicer, the Servicer shall rely conclusively on the Prepayment
Charge as set forth under the terms of the Mortgage Note. To the extent the
Prepayment Charge payable under the terms of the Mortgage Note is less than the
amount of the Prepayment Charge set forth in the Mortgage Loan Schedule or other
information provided to the Servicer, the Servicer shall not have any liability
or obligation with respect to such difference, and in addition shall not have
any liability or obligation to pay the amount of any uncollected Prepayment
Charge if the failure to collect such amount is the direct result of inaccurate
or incomplete information on the Mortgage Loan Schedule.

            SECTION 4.10 Servicer to Cooperate.

            The Servicer shall provide to the Trustee the information set forth
in Exhibit Z hereto in such form as the Trustee shall reasonably request with
respect to each Mortgage Loan no later than twelve noon on the Servicer Data
Remittance Date to enable the Trustee to calculate the amounts to be distributed
to each Class of Certificates and otherwise perform its distribution, accounting
and reporting requirements hereunder.

            SECTION 4.11 [Reserved]


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                                    ARTICLE V

                                THE CERTIFICATES

            SECTION 5.01 The Certificates.

            The Certificates shall be substantially in the forms attached hereto
as exhibits. The Certificates shall be issuable in registered form, in the
minimum denominations, integral multiples in excess thereof (except that one
Certificate in each Class may be issued in a different amount which must be in
excess of the applicable minimum denomination) and aggregate denominations per
Class set forth in the Preliminary Statement.

            Subject to Section 9.02 respecting the final distribution on the
Certificates, on each Distribution Date the Trustee shall make distributions to
each Certificateholder of record on the preceding Record Date either (x) by wire
transfer in immediately available funds to the account of such holder at a bank
or other entity having appropriate facilities therefor, if (i) such Holder has
so notified the Trustee at least five Business Days prior to the related Record
Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100%
of the Class Principal Balance of any Class of Certificates or (C) Certificates
of any Class with aggregate principal Denominations of not less than $1,000,000
or (y) by check mailed by first class mail to such Certificateholder at the
address of such holder appearing in the Certificate Register.

            The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer upon the written order of the
Depositor. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time such signatures were affixed, authorized to
sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such
individuals or any of them have ceased to be so authorized prior to the
countersignature and delivery of any such Certificates or did not hold such
offices at the date of such Certificate. No Certificate shall be entitled to any
benefit under this Agreement, or be valid for any purpose, unless countersigned
by the Trustee by manual signature, and such countersignature upon any
Certificate shall be conclusive evidence, and the only evidence, that such
Certificate has been duly executed and delivered hereunder. All Certificates
shall be dated the date of their countersignature. On the Closing Date, the
Trustee shall countersign the Certificates to be issued at the written direction
of the Depositor, or any affiliate thereof.

            The Depositor shall provide, or cause to be provided, to the Trustee
on a continuous basis, an adequate inventory of Certificates to facilitate
transfers.

            The Trustee shall have no obligation or duty to monitor, determine
or inquire as to compliance with any restriction or transfer imposed under
Article V of this Agreement or under applicable law with respect to any transfer
of any Certificate, or any interest therein, other than to require delivery of
the certification(s) and/or opinions of counsel described in Article V
applicable with respect to changes in registration of record ownership of
Certificates in the Certificate Register. The Trustee shall have no liability
for transfers, including transfers made through the book-entry facilities of the
Depository or between or


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among Depository Participants or beneficial owners of the Certificates made in
violation of applicable restrictions.

            SECTION 5.02 Certificate Register; Registration of Transfer and
                         Exchange of Certificates.

            (a) The Trustee shall maintain, or cause to be maintained in
accordance with the provisions of Section 5.06, a Certificate Register for the
Trust Fund in which, subject to the provisions of subsections (b) and (c) below
and to such reasonable regulations as it may prescribe, the Trustee shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. Upon surrender for registration of transfer of
any Certificate, the Trustee shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class and aggregate Percentage Interest.

            At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of the same Class in authorized denominations and
evidencing the same aggregate Percentage Interest upon surrender of the
Certificates to be exchanged at the office or agency of the Trustee. Whenever
any Certificates are so surrendered for exchange, the Trustee shall execute,
authenticate, and deliver the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
holder thereof or his attorney duly authorized in writing.

            No service charge to the Certificateholders shall be made for any
registration of transfer or exchange of Certificates, but payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates may be required.

            All Certificates surrendered for registration of transfer or
exchange shall be canceled and subsequently disposed of by the Trustee in
accordance with the Trustee's customary procedures.

            (b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities laws. Except
in connection with any transfer of a Private Certificate by the Depositor to any
affiliate, in the event that a transfer is to be made in reliance upon an
exemption from the Securities Act and such laws, in order to assure compliance
with the Securities Act and such laws, the Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee shall each
certify to the Trustee in writing the facts surrounding the transfer in
substantially the form set forth in Exhibit J (the "Transferor Certificate") and
(i) deliver a letter in substantially the form of either (A) Exhibit K (the
"Investment Letter") provided that all of the Class X Certificates of a Class
shall be transferred to one investor or the Depositor otherwise consents to such
transfer, or (B) Exhibit L (the "Rule 144A Letter") or (ii) there shall be
delivered to the Trustee at the expense of the transferor an Opinion of Counsel
that such transfer may be made pursuant to an exemption from the Securities Act.
The Depositor shall provide to any Holder of a Private Certificate and any
prospective transferee designated by any such Holder, information regarding the
related


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Certificates and the Mortgage Loans and such other information as shall be
necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4)
for transfer of any such Certificate without registration thereof under the
Securities Act pursuant to the registration exemption provided by Rule 144A. The
Trustee and the Servicer shall cooperate with the Depositor in providing the
Rule 144A information referenced in the preceding sentence, including providing
to the Depositor such information regarding the Certificates, the Mortgage Loans
and other matters regarding the Trust Fund as the Depositor shall reasonably
request to meet its obligation under the preceding sentence. Each Holder of a
Private Certificate desiring to effect such transfer shall, and does hereby
agree to, indemnify the Trustee, the Depositor, the Seller and the Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

            No transfer of an ERISA-Restricted Certificate shall be made unless
the Trustee shall have received either (i) a representation from the transferee
of such Certificate, acceptable to and in form and substance satisfactory to the
Trustee (in the event such Certificate is a Private Certificate or a Residual
Certificate, such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit K
or Exhibit L, as applicable), to the effect that such transferee is not an
employee benefit plan or arrangement subject to Section 406 of ERISA or a plan
subject to Section 4975 of the Code, nor a person acting on behalf of any such
plan or arrangement nor using the assets of any such plan or arrangement to
effect such transfer or (ii) in the case of any such ERISA-Restricted
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code
(or comparable provisions of any subsequent enactments), or a trustee of any
such plan or any other person acting on behalf of any such plan or arrangement
or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory
to the Trustee, which Opinion of Counsel shall not be an expense of either the
Trustee or the Trust Fund, addressed to the Trustee for the benefit of the
Trustee, the Depositor and the Servicer and on which they may rely, to the
effect that the purchase or holding of such ERISA-Restricted Certificate will
not result in the assets of the Trust Fund being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA and the Code and will
not subject the Trustee, the Depositor or the Servicer to any obligation in
addition to those expressly undertaken in this Agreement or to any liability.
Notwithstanding anything else to the contrary herein, any purported transfer of
an ERISA-Restricted Certificate to or on behalf of an employee benefit plan
subject to ERISA or to the Code without the delivery to the Trustee of an
Opinion of Counsel satisfactory to the Trustee as described above shall be void
and of no effect.

            To the extent permitted under applicable law (including, but not
limited to, ERISA), the Trustee shall be under no liability to any Person for
any registration of transfer of any ERISA-Restricted Certificate that is in fact
not permitted by this Section 5.02(b) or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.

            (c) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions, and
the rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:


                                      104
<PAGE>

            (i) Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate shall be a Permitted Transferee and shall promptly
      notify the Trustee of any change or impending change in its status as a
      Permitted Transferee.

            (ii) No Ownership Interest in a Residual Certificate may be
      registered on the Closing Date or thereafter transferred, and the Trustee
      shall not register the Transfer of any Residual Certificate unless, in
      addition to the certificates required to be delivered to the Trustee under
      subparagraph (b) above, the Trustee shall have been furnished with an
      affidavit (a "Transfer Affidavit") of the initial owner or the proposed
      transferee in the form attached hereto as Exhibit I.

            (iii) Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate shall agree (A) to obtain a Transfer Affidavit from
      any other Person to whom such Person attempts to Transfer its Ownership
      Interest in a Residual Certificate, (B) to obtain a Transfer Affidavit
      from any Person for whom such Person is acting as nominee, trustee or
      agent in connection with any Transfer of a Residual Certificate and (C)
      not to Transfer its Ownership Interest in a Residual Certificate or to
      cause the Transfer of an Ownership Interest in a Residual Certificate to
      any other Person if it has actual knowledge that such Person is not a
      Permitted Transferee.

            (iv) Any attempted or purported Transfer of any Ownership Interest
      in a Residual Certificate in violation of the provisions of this Section
      5.02(c) shall be absolutely null and void and shall vest no rights in the
      purported Transferee. If any purported transferee shall become a Holder of
      a Residual Certificate in violation of the provisions of this Section
      5.02(c), then the last preceding Permitted Transferee shall be restored to
      all rights as Holder thereof retroactive to the date of registration of
      Transfer of such Residual Certificate. The Trustee shall be under no
      liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by Section 5.02(b) and this
      Section 5.02(c) or for making any payments due on such Certificate to the
      Holder thereof or taking any other action with respect to such Holder
      under the provisions of this Agreement so long as the Transfer was
      registered after receipt of the related Transfer Affidavit, Transferor
      Certificate and either the Rule 144A Letter or the Investment Letter. The
      Trustee shall be entitled but not obligated to recover from any Holder of
      a Residual Certificate that was in fact not a Permitted Transferee at the
      time it became a Holder or, at such subsequent time as it became other
      than a Permitted Transferee, all payments made on such Residual
      Certificate at and after either such time. Any such payments so recovered
      by the Trustee shall be paid and delivered by the Trustee to the last
      preceding Permitted Transferee of such Certificate.

            (v) The Depositor shall use its best efforts to make available, upon
      receipt of written request from the Trustee, all information necessary to
      compute any tax imposed under Section 860E(e) of the Code as a result of a
      Transfer of an Ownership Interest in a Residual Certificate to any Holder
      who is not a Permitted Transferee.

            The restrictions on Transfers of a Residual Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
of


                                      105
<PAGE>

Counsel shall not be an expense of the Trust Fund, the Trustee, the Seller or
the Servicer, to the effect that the elimination of such restrictions will not
cause the Trust Fund hereunder to fail to qualify as a REMIC at any time that
the Certificates are outstanding or result in the imposition of any tax on the
Trust Fund, a Certificateholder or another Person. Each Person holding or
acquiring any Ownership Interest in a Residual Certificate hereby consents to
any amendment of this Agreement which, based on an Opinion of Counsel furnished
to the Trustee, is reasonably necessary (a) to ensure that the record ownership
of, or any beneficial interest in, a Residual Certificate is not transferred,
directly or indirectly, to a Person that is not a Permitted Transferee and (b)
to provide for a means to compel the Transfer of a Residual Certificate which is
held by a Person that is not a Permitted Transferee to a Holder that is a
Permitted Transferee.

            (d) The preparation and delivery of all certificates and opinions
referred to above in this Section 5.02 in connection with transfer shall be at
the expense of the parties to such transfers.

            (e) Except as provided below, the Book-Entry Certificates shall at
all times remain registered in the name of the Depository or its nominee and at
all times: (i) registration of the Certificates may not be transferred by the
Trustee except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with respect to
ownership and transfers of such Book-Entry Certificates; (iii) ownership and
transfers of registration of the Book-Entry Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iv) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (v) the Trustee shall deal with the
Depository, Depository Participants and indirect participating firms as
representatives of the Certificate Owners of the Book-Entry Certificates for
purposes of exercising the rights of holders under this Agreement, and requests
and directions for and votes of such representatives shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and
(vi) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners.

            All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owner. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures.

            If (x) (i) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities as Depository, and (ii) the Trustee or the Depositor is
unable to locate a qualified successor, (y) the Depositor, with the consent of
the Depository Participants, advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository or (z) after the
occurrence of an Event of Default, Certificate Owners representing at least 51%
of the Certificate Balance of the Book-Entry Certificates together advise the
Trustee and the Depository through the Depository Participants in writing that
the continuation of a book-entry system through the Depository is no longer in
the best interests of the Certificate Owners, the Trustee shall notify all
Certificate Owners, through the Depository, of the occurrence of any such event
and of the availability


                                      106
<PAGE>

of definitive, fully-registered Certificates (the "Definitive Certificates") to
Certificate Owners requesting the same. Upon surrender to the Trustee of the
related Class of Certificates by the Depository, accompanied by the instructions
from the Depository for registration, the Trustee shall issue the Definitive
Certificates.

            In addition, if an Event of Default has occurred and is continuing,
each Certificate Owner materially adversely affected thereby may at its option
request a Definitive Certificate evidencing such Certificate Owner's Percentage
Interest in the related Class of Certificates. In order to make such request,
such Certificate Owner shall, subject to the rules and procedures of the
Depository, provide the Depository or the related Depository Participant with
directions for the Trustee to exchange or cause the exchange of the Certificate
Owner's interest in such Class of Certificates for an equivalent Percentage
Interest in fully registered definitive form. Upon receipt by the Trustee of
instruction from the Depository directing the Trustee to effect such exchange
(such instructions to contain information regarding the Class of Certificates
and the Certificate Balance being exchanged, the Depository Participant account
to be debited with the decrease, the registered holder of and delivery
instructions for the Definitive Certificates and any other information
reasonably required by the Trustee), (i) the Trustee shall instruct the
Depository to reduce the related Depository Participant's account by the
aggregate Certificate Balance of the Definitive Certificates, (ii) the Trustee
shall execute, authenticate and deliver, in accordance with the registration and
delivery instructions provided by the Depository, a Definitive Certificate
evidencing such Certificate Owner's Percentage Interest in such Class of
Certificates and (iii) the Trustee shall execute and authenticate a new
Book-Entry Certificate reflecting the reduction in the aggregate Class Principal
Balance of such Class of Certificates by the amount of the Definitive
Certificates.

            None of the Seller, the Servicer, the Depositor or the Trustee shall
be liable for any delay in delivery of any instruction required under this
section and each may conclusively rely on, and shall be protected in relying on,
such instructions. The Depositor shall provide the Trustee with an adequate
inventory of certificates to facilitate the issuance and transfer of Definitive
Certificates. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Depository shall be deemed
to be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder; provided
that the Trustee shall not by virtue of its assumption of such obligations
become liable to any party for any act or failure to act of the Depository.

            SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

            If (a) any mutilated Certificate is surrendered to the Trustee, or
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and (b) there is delivered to the Trustee such security
or indemnity as may be required by it to hold it harmless, then, in the absence
of notice to the Trustee that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute, countersign and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like Class, tenor and Percentage Interest. In connection with the
issuance of any new Certificate under this Section 5.03, the Trustee may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Trustee) connected therewith. Any replacement
Certificate issued


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pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

            SECTION 5.04 Persons Deemed Owners.

            The Servicer, the Trustee and any agent of the Servicer or the
Trustee may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and none of the
Servicer, the Trustee or any agent of the Servicer or the Trustee shall be
affected by any notice to the contrary.

            SECTION 5.05 Access to List of Certificateholders' Names and
Addresses.

            If three or more Certificateholders (a) request such information in
writing from the Trustee, (b) state that such Certificateholders desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Certificates, and (c) provide a copy of the
communication which such Certificateholders propose to transmit, or if the
Depositor or the Servicer shall request such information in writing from the
Trustee, then the Trustee shall, within ten Business Days after the receipt of
such request, provide the Depositor, the Servicer or such Certificateholders at
such recipients' expense the most recent list of the Certificateholders of such
Trust Fund held by the Trustee, if any. The Depositor and every
Certificateholder, by receiving and holding a Certificate, agree that the
Trustee shall not be held accountable by reason of the disclosure of any such
information as to the list of the Certificateholders hereunder, regardless of
the source from which such information was derived.

            SECTION 5.06 Maintenance of Office or Agency.

            The Trustee will maintain or cause to be maintained at its expense
an office or offices or agency or agencies in New York, New York where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates its Corporate Trust Office for such purposes. The
Trustee will give prompt written notice to the Certificateholders of any change
in such location of any such office or agency.


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                                   ARTICLE VI

                   THE DEPOSITOR, THE SELLER AND THE SERVICER

            SECTION 6.01 Respective Liabilities of the Depositor, the Sellers
                         and the Servicer.

            The Depositor, the Seller and the Servicer shall each be liable in
accordance herewith only to the extent of the obligations specifically and
respectively imposed upon and undertaken by them herein.

            SECTION 6.02 Merger or Consolidation of the Depositor, the Seller or
                         the Servicer.

      The Depositor, the Seller and the Servicer will each keep in full effect
its existence, rights and franchises as a corporation under the laws of the
United States or under the laws of one of the states thereof or as a federally
chartered savings bank organized under the laws of the United States and will
each obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, or any
of the Mortgage Loans and to perform its respective duties under this Agreement.
Notwithstanding the foregoing, the Seller or the Servicer may be merged or
consolidated into another Person in accordance with the following paragraph.

            Any Person into which the Depositor, the Seller or the Servicer may
be merged or consolidated, or any Person resulting from any merger or
consolidation to which the Depositor, the Seller or the Servicer shall be a
party, or any person succeeding to the business of the Depositor, the Seller or
the Servicer, shall be the successor of the Depositor, the Seller or the
Servicer, as the case may be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding, provided, however, that the successor or
surviving Person with respect to a merger or consolidation of the Servicer shall
be an institution which is a Fannie Mae or Freddie Mac approved company in good
standing. In addition to the foregoing, there must be delivered to the Trustee a
letter from each of the Rating Agencies, to the effect that such merger,
conversion or consolidation of the Servicer will not result in a
disqualification, withdrawal or downgrade of the then current rating of any of
the Certificates.

            SECTION 6.03 Limitation on Liability of the Depositor, the Seller,
                         the Servicer and Others.

            None of the Depositor, the Seller, the Servicer nor any of the
directors, officers, employees or agents of the Depositor, the Seller or the
Servicer shall be under any liability to the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Depositor, the Seller, the Servicer or any such
Person against any breach of representations or warranties made by it herein or
protect the Depositor, the Seller, the Servicer or any such Person from any
liability which would otherwise be imposed by reasons of willful misfeasance,
bad faith or negligence in the performance of duties or by


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reason of reckless disregard of obligations and duties hereunder. The Depositor,
the Seller, the Servicer and any director, officer, employee or agent of the
Depositor, the Seller or the Servicer may rely in good faith on any document of
any kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder. The Depositor, the Seller, the Trustee, the
Servicer and any director, officer, employee or agent of the Depositor, the
Seller, the Trustee, or the Servicer shall be indemnified by the Trust Fund out
of the Collection Account and held harmless against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence in the performance of its
duties hereunder or by reason of reckless disregard of obligations and duties
hereunder. None of the Depositor, the Seller or the Servicer shall be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its respective duties hereunder and which in its opinion may
involve it in any expense or liability; provided, however, that any of the
Depositor, the Seller or the Servicer may in its discretion undertake any such
action that it may deem necessary or desirable in respect of this Agreement and
the rights and duties of the parties hereto and interests of the Trustee and the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Seller and the Servicer
shall be entitled to be reimbursed therefor out of the Collection Account. The
Servicer's right to indemnity or reimbursement pursuant to this Section 6.03
shall survive the resignation or termination of the Servicer as set forth
herein.

            SECTION 6.04 Limitation on Resignation of the Servicer.

            (a) Subject to Section 6.04(b) below, the Servicer shall not resign
from the obligations and duties hereby imposed on it except (a)(i) upon
appointment, pursuant to the provisions of Section 7.02, of a successor servicer
which (x) has a net worth of not less than $10,000,000 and (y) is a Fannie Mae
or Freddie Mac approved company in good standing and (ii) receipt by the Trustee
of a letter from each Rating Agency that such a resignation and appointment will
not result in a qualification, withdrawal or downgrading of the then current
rating of any of the Certificates, or (b) upon determination that its duties
hereunder are no longer permissible under applicable law. Any such determination
under clause (b) permitting the resignation of the Servicer shall be evidenced
by an Opinion of Counsel to such effect delivered to the Trustee. No such
resignation shall become effective until the Trustee or a successor servicer
shall have assumed the Servicer's responsibilities, duties, liabilities and
obligations hereunder and the requirements of Section 7.02 have been satisfied.

            (b) Notwithstanding the foregoing, at the Seller's request, so long
as it is the owner of the servicing rights, Wilshire shall resign upon the
Seller's selection and appointment of a successor servicer; provided that the
Seller delivers to the Trustee the letter required by Section 6.04(a)(ii) above.


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                                   ARTICLE VII

                                     DEFAULT

            SECTION 7.01 Events of Default.

            "Event of Default", wherever used herein, means any one of the
following events:

            (i) any failure by the Servicer to make any deposit or payment
      required pursuant to this Agreement which continues unremedied for a
      period of one Business Day (or, in the case of any such failure to make
      any deposit or payment due to any outbreak or escalation of hostilities,
      declaration by the United States of a national emergency or war or other
      calamity or crisis or act of god, for a period of three Business Days)
      after the date upon which written notice of such failure, requiring the
      same to be remedied, shall have been given to the Servicer by the Trustee
      or the Depositor, or to the Servicer and the Trustee by the Holders of
      Certificates having not less than 25% of the Voting Rights evidenced by
      the Certificates; or

            (ii) any failure by the Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of
      the Servicer set forth in this Agreement, which failure or breach (a)
      materially affects the rights of the Certificateholders and (b) continues
      unremedied for a period of 30 days after the date on which written notice
      of such failure or breach, requiring the same to be remedied, shall have
      been given to the Servicer by the Trustee or the Depositor, or to the
      Servicer and the Trustee by the Holders of Certificates having not less
      than 25% of the Voting Rights evidenced by the Certificates; or

            (iii) if a representation or warranty set forth in Section 2.03(b),
      (c) or (d), as applicable, hereof shall prove to be materially incorrect
      as of the time made in any respect that materially and adversely affects
      interests of the Certificateholders, and the circumstances or condition in
      respect of which such representation or warranty was incorrect shall not
      have been eliminated or cured, within 30 days (or, if such breach is not
      capable of being cured within 30 days and provided that the Servicer
      believes in good faith that such breach can be cured and is diligently
      pursuing the cure thereof, within 90 days) after the date on which written
      notice thereof shall have been given to the Servicer by the Trustee for
      the benefit of the Certificateholders or by the Depositor; or

            (iv) failure by the Servicer to maintain, if required, its license
      to do business in any jurisdiction where the related Mortgaged Property is
      located; or

            (v) a decree or order of a court or agency or supervisory authority
      having jurisdiction for the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, including bankruptcy,
      marshaling of assets and liabilities or similar proceedings, or for the
      winding-up or liquidation of its affairs, shall have been entered against
      the Servicer and such decree or order shall have remained in force
      undischarged or unstayed for a period of 60 consecutive days; or


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            (vi) the Servicer shall consent to the appointment of a conservator
      or receiver or liquidator in any insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings of or relating
      to the Servicer or of or relating to all or substantially all of its
      property; or

            (vii) any failure of the Servicer to make any Advance, to the extent
      required under Section 4.01 in the manner and at the time required to be
      made from its own funds pursuant to this Agreement and after receipt of
      notice from the Trustee, which failure continues unremedied after the
      close of business on the Business Day immediately preceding the related
      Distribution Date; or

            (viii) the Servicer shall admit in writing its inability to pay its
      debts generally as they become due, file a petition to take advantage of
      or commence a voluntary case under, any applicable insolvency, bankruptcy
      or reorganization statute, make an assignment for the benefit of its
      creditors, voluntarily suspend payment of its obligations or cease its
      normal business operations for three Business Days; or

            (ix) (a) either (I) the servicer rankings or ratings of the Servicer
      are downgraded two or more levels below the level in effect on the Closing
      Date by one or more of the Rating Agencies rating the Certificates or (II)
      the servicer rankings or ratings for the Servicer are downgraded to "below
      average" status by one or more of the Rating Agencies rating the
      Certificates or (b) one or more Classes of the Certificates are downgraded
      or placed on negative watch due in whole or in part to the performance or
      servicing of the Servicer.

            Other than an Event of Default resulting from a failure of the
Servicer to make any Advance, if an Event of Default described in clauses (i)
through (viii) of this Section shall occur, then, and in each and every such
case, so long as such Event of Default shall not have been remedied, the Trustee
may, or at the direction of the Holders of Certificates evidencing not less than
51% of the Voting Rights evidenced by the Certificates, the Trustee shall by
notice in writing to the Servicer (with a copy to each Rating Agency), terminate
all of the rights and obligations of the Servicer under this Agreement and in
and to the related Mortgage Loans and the proceeds thereof, other than its
rights as a Certificateholder hereunder (other than the rights to reimbursement
for Advances and Servicing Advances previously made pursuant to this Agreement,
the right to accrued and unpaid Servicing Fees and the rights under Section 6.03
with respect to events occurring prior to such termination). If an Event of
Default results from the failure of the Servicer to make an Advance, the Trustee
shall prior to the Distribution Date occurring in the succeeding calendar month,
by notice in writing to the Servicer and the Depositor (with a copy to each
Rating Agency), terminate all of the rights and obligations of the Servicer
under this Agreement prior to the Distribution Date occurring in the succeeding
calendar month and in and to the related Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder. If an Event of
Default described in clause (ix) of this Section occurs, the Trustee shall, at
the direction of the Seller, by notice in writing to the Servicer, terminate all
of the rights and obligations of the Servicer under this Agreement (other than
rights to reimbursement for Advances and Servicing Advances previously made, as
provided in Section 3.08, the right to accrued and unpaid Servicing Fees and the
rights under Section 6.03 with respect to events occurring prior to such
termination) and shall appoint as successor Servicer the entity selected by


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the Seller in accordance with Section 7.02; provided the Seller shall first
furnish to the Trustee a letter from each Rating Agency that the appointment of
such successor will not result in a downgrading of the rating of any of the
Certificates.

            Upon receipt by the Servicer of such written notice of termination,
all authority and power of the Servicer under this Agreement, whether with
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the
Trustee or its nominee. Upon written request from the Trustee, the Servicer
shall prepare, execute and deliver to the successor entity designated by the
Trustee any and all documents and other instruments, place in such successor's
possession all related Mortgage Files, and do or cause to be done all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, including but not limited to the transfer and endorsement or
assignment of the Mortgage Loans and related documents, at the Servicer's sole
expense. The Servicer shall cooperate with the Trustee and such successor in
effecting the termination of the Servicer's responsibilities and rights
hereunder, including without limitation, the transfer to such successor for
administration by it of all cash amounts which shall at the time be credited by
the Servicer to the Collection Account or Escrow Account or thereafter received
with respect to the Mortgage Loans. The Trustee shall thereupon make any
Advance. The Trustee is hereby authorized and empowered to execute and deliver,
on behalf of the Servicer, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise.

            SECTION 7.02 Trustee to Act; Appointment of Successor.

            On and after the time the Servicer receives a notice of termination
pursuant to Section 7.01 of this Agreement or the resignation of the Servicer
pursuant to Section 6.04, the Trustee shall, subject to and to the extent
provided herein, be the successor to the Servicer, but only in its capacity as
servicer under this Agreement, and not in any other, and the transactions set
forth herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof and applicable law including the obligation to make Advances pursuant to
Section 4.01. As compensation therefor, the Trustee shall be entitled to all
funds relating to the Mortgage Loans that the Servicer would have been entitled
to charge to the Collection Account, provided that the terminated Servicer shall
nonetheless be entitled to payment or reimbursement as provided in Section 3.08
to the extent that such payment or reimbursement relates to the period prior to
termination of the Servicer. Notwithstanding the foregoing, if the Trustee has
become the successor to the Servicer in accordance with Section 7.01, the
Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited
by applicable law from making Advances pursuant to 4.01 hereof, or if it is
otherwise unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which does not adversely affect the then current rating of the
Certificates by each Rating Agency, as the successor to the Servicer hereunder
in the assumption of all or any part of the responsibilities, duties or
liabilities of the Servicer hereunder. Any successor to the Servicer shall be an
institution which is a Fannie Mae or Freddie Mac approved seller/servicer for
first and second loans in good standing, which has a net worth of at least
$10,000,000, which is willing to service the related Mortgage Loans and which
executes and delivers to the Depositor and the Trustee an agreement accepting
such delegation and assignment, containing an assumption by such Person of the
rights, powers, duties,


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responsibilities, obligations and liabilities of the Servicer (other than
liabilities of the Servicer under Section 6.03 hereof incurred prior to
termination of the Servicer under Section 7.01 hereunder), with like effect as
if originally named as a party to this Agreement; provided that each Rating
Agency acknowledges that its rating of the Certificates in effect immediately
prior to such assignment and delegation will not be qualified, withdrawn or
downgraded as a result of such assignment and delegation. Pending appointment of
a successor to the Servicer hereunder, the Trustee, unless the Trustee is
prohibited by law from so acting, shall, subject to the limitations described
herein, act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the Trustee may make such arrangements for the
compensation of such successor out of payments on the Mortgage Loans as it and
such successor shall agree; provided, however, that no such compensation shall
be in excess of the Servicing Fee. The Trustee and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Neither the Trustee nor any other successor servicer shall
be deemed to be in default by reason of any failure to make, or any delay in
making, any distribution hereunder or any portion thereof or any failure to
perform, or any delay in performing, any duties or responsibilities hereunder,
in either case caused by the failure of the Servicer to deliver or provide, or
any delay in delivering or providing, any cash, information, documents or
records to it.

            In connection with the termination or resignation of the Servicer
hereunder, either (i) the successor servicer, including the Trustee if the
Trustee is acting as successor Servicer, shall represent and warrant that it is
a member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS, in which case the
predecessor Servicer shall cooperate with the successor Servicer in causing MERS
to revise its records to reflect the transfer of servicing to the successor
Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor
Servicer shall cooperate with the successor Servicer in causing MERS to execute
and deliver an assignment of Mortgage in recordable form to transfer the
Mortgage from MERS to the Trustee and to execute and deliver such other notices,
documents and other instruments as may be necessary or desirable to effect a
transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)
System to the successor Servicer. The predecessor Servicer shall file or cause
to be filed any such assignment in the appropriate recording office. The
predecessor Servicer shall bear any and all fees of MERS, costs of preparing any
assignments of Mortgage, and fees and costs of filing any assignments of
Mortgage that may be required under this subsection.

            Any successor to the Servicer shall give notice to the Mortgagors of
such change of servicer and shall, during the term of its service as servicer,
maintain in force the policy or policies that the Servicer is required to
maintain pursuant to this Agreement.

            SECTION 7.03 Notification to Certificateholders.

            (a) Upon any termination of or appointment of a successor to the
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders and to each Rating Agency.


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            (b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders notice of each such
Event of Default hereunder actually known to the Trustee, unless such Event of
Default shall have been cured or waived.


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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

            SECTION 8.01 Duties of the Trustee.

            The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default that may have occurred, shall
undertake to perform such duties and only such duties as are specifically set
forth in this Agreement. In case an Event of Default has occurred and remains
uncured, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the conduct
of such person's own affairs.

            The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that are specifically required to be furnished pursuant to any
provision of this Agreement shall examine them to determine whether they are in
the form required by this Agreement; provided, however, that the Trustee shall
not be responsible for the accuracy or content of any such resolution,
certificate, statement, opinion, report, document, order or other instrument.

            No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

            (i) unless an Event of Default actually known to the Trustee shall
      have occurred and be continuing, the duties and obligations of the Trustee
      shall be determined solely by the express provisions of this Agreement,
      the Trustee shall not be liable except for the performance of such duties
      and obligations as are specifically set forth in this Agreement, no
      implied covenants or obligations shall be read into this Agreement against
      the Trustee and the Trustee may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Agreement which it believed in good faith to be
      genuine and to have been duly executed by the proper authorities
      respecting any matters arising hereunder;

            (ii) the Trustee shall not be liable for an error of judgment made
      in good faith by a Responsible Officer or Responsible Officers of the
      Trustee, unless it shall be finally proven that the Trustee was negligent
      in ascertaining the pertinent facts; and

            (iii) the Trustee shall not be liable with respect to any action
      taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of Holders of Certificates evidencing not less than 25%
      of the Voting Rights of Certificates relating to the time, method and
      place of conducting any proceeding for any remedy available to the
      Trustee, or exercising any trust or power conferred upon the Trustee under
      this Agreement.


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            SECTION 8.02 Certain Matters Affecting the Trustee.

            Except as otherwise provided in Section 8.01:

            (i) the Trustee may request and conclusively rely upon and shall be
      protected in acting or refraining from acting upon any resolution,
      Officers' Certificate, certificate of auditors or any other certificate,
      statement, instrument, opinion, report, notice, request, consent, order,
      appraisal, bond or other paper or document believed by it to be genuine
      and to have been signed or presented by the proper party or parties and
      the Trustee shall have no responsibility to ascertain or confirm the
      genuineness of any signature of any such party or parties;

            (ii) the Trustee may consult with counsel, financial advisers or
      accountants and the advice of any such counsel, financial advisers or
      accountants and any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such advice
      or Opinion of Counsel;

            (iii) the Trustee shall not be liable for any action taken, suffered
      or omitted by it in good faith and believed by it to be authorized or
      within the discretion or rights or powers conferred upon it by this
      Agreement;

            (iv) the Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, consent, order, approval,
      bond or other paper or document, unless requested in writing so to do by
      Holders of Certificates evidencing not less than 25% of the Voting Rights
      allocated to each Class of Certificates;

            (v) the Trustee may execute any of the trusts or powers hereunder or
      perform any duties hereunder either directly or by or through agents,
      affiliates, accountants or attorneys;

            (vi) the Trustee shall not be required to risk or expend its own
      funds or otherwise incur any financial liability in the performance of any
      of its duties or in the exercise of any of its rights or powers hereunder
      if it shall have reasonable grounds for believing that repayment of such
      funds or adequate indemnity against such risk or liability is not assured
      to it;

            (vii) the Trustee shall not be liable for any loss on any investment
      of funds pursuant to this Agreement (other than as issuer of the
      investment security);

            (viii) the Trustee shall not be deemed to have knowledge of an Event
      of Default until a Responsible Officer of the Trustee shall have received
      written notice thereof; and

            (ix) the Trustee shall be under no obligation to exercise any of the
      trusts, rights or powers vested in it by this Agreement or to institute,
      conduct or defend any litigation hereunder or in relation hereto at the
      request, order or direction of any of the Certificateholders, pursuant to
      the provisions of this Agreement, unless such Certificateholders shall
      have offered to the Trustee


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      reasonable security or indemnity satisfactory to the Trustee against the
      costs, expenses and liabilities which may be incurred therein or thereby.

            SECTION 8.03 Trustee Not Liable for Certificates or Mortgage Loans.

            The recitals contained herein and in the Certificates shall be taken
as the statements of the Depositor or the Seller, as the case may be, and the
Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document, or of MERS or the
MERS(R) System, other than with respect to the Trustee's execution and
countersignature of the Certificates. The Trustee shall not be accountable for
the use or application by the Depositor or the Servicer of any funds paid to the
Depositor or the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Depositor or the Servicer.

            SECTION 8.04 Trustee May Own Certificates.

            The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates and may transact business with the Depositor,
the Seller, the Servicer and their affiliates, with the same rights as it would
have if it were not the Trustee.

            SECTION 8.05 Trustee's Fees and Expenses.

            The Trustee, as compensation for its activities hereunder, shall be
entitled to withdraw from the Certificate Account on each Distribution Date
prior to making distributions pursuant to Section 4.02 an amount equal to the
Trustee Fee for such Distribution Date. The Trustee and any director, officer,
employee or agent of the Trustee shall be indemnified by the Depositor and the
Servicer, to the extent such indemnity related to the failure of the Servicer to
perform its servicing obligations in accordance with this Agreement, and held
harmless against any loss, liability or expense (including reasonable attorney's
fees and expenses) (i) incurred in connection with any claim or legal action
relating to (a) this Agreement, (b) the Custodial Agreement, (c) the
Certificates, or (d) the performance of any of the Trustee's duties hereunder,
other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of any of the Trustee's
duties hereunder or incurred by reason of any action of the Trustee taken at the
direction of the Certificateholders and (ii) resulting from any error in any tax
or information return prepared by the Servicer. Such indemnity shall survive the
termination of this Agreement or the resignation or removal of the Trustee
hereunder. Without limiting the foregoing, the Depositor covenants and agrees,
except as otherwise agreed upon in writing by the Depositor and the Trustee, and
except for any such expense, disbursement or advance as may arise from the
Trustee's negligence, bad faith or willful misconduct, to pay or reimburse the
Trustee, for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of this Agreement
with respect to: (A) the reasonable compensation and the expenses and
disbursements of its counsel not associated with the closing of the issuance of
the Certificates, (B) the reasonable compensation, expenses and disbursements of
any accountant, engineer or appraiser that is not regularly employed by the
Trustee, to the extent that the Trustee must engage such persons to perform acts
or services hereunder and (C) printing and engraving expenses in connection with
preparing any Definitive Certificates. Except as


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otherwise provided herein, the Trustee shall not be entitled to payment or
reimbursement for any routine ongoing expenses incurred by the Trustee in the
ordinary course of its duties as Trustee, Registrar or agent for the Tax Matters
Person hereunder or for any other expenses.

            SECTION 8.06 Eligibility Requirements for the Trustee and Custodian.

            The Trustee hereunder shall at all times be a corporation or
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by federal or state authority and with a credit
rating which would not cause either of the Rating Agencies to reduce their
respective then current Ratings of the Certificates (or having provided such
security from time to time as is sufficient to avoid such reduction) as
evidenced in writing by each Rating Agency. If such corporation or association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 8.06 the combined capital and surplus of such
corporation or association shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07. The entity serving as
Trustee may have normal banking and trust relationships with the Depositor and
its affiliates or the Servicer and its affiliates; provided, however, that such
entity cannot be an affiliate of the Seller, the Depositor or the Servicer other
than the Trustee in its role as successor to the Servicer.

            SECTION 8.07 Resignation and Removal of the Trustee.

            The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice of resignation to the Depositor, the
Seller, the Servicer and each Rating Agency not less than 60 days before the
date specified in such notice, when, subject to Section 8.08, such resignation
is to take effect, and acceptance by a successor trustee in accordance with
Section 8.08 meeting the qualifications set forth in Section 8.06. If no
successor trustee meeting such qualifications shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation or removal (as provided below), the resigning or removed Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.

            If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request thereto by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged as bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, or a tax
is imposed with respect to the Trust Fund by any state in which the Trustee or
the Trust Fund is located and the imposition of such tax would be avoided by the
appointment of a different trustee, then the Depositor may remove the Trustee
and appoint a successor trustee by written instrument, in triplicate, one copy
of which shall be delivered to the Trustee, one copy to the Servicer and the
Seller and one copy to the successor trustee.


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            The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which shall be
delivered by the successor Trustee to the Servicer and the Seller, one complete
set to the Trustee so removed and one complete set to the successor so
appointed. Notice of any removal of the Trustee shall be given to each Rating
Agency by the successor trustee. All costs and expenses incurred by the Trustee
in connection with the removal of the Trustee without cause shall be reimbursed
to the Trustee from amounts on deposit in the Collection Account.

            Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 8.07 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.

            SECTION 8.08 Successor Trustee.

            Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor and to its predecessor trustee
and the Servicer and the Seller an instrument accepting such appointment
hereunder and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The Depositor, the Servicer and the predecessor trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in
the successor trustee all such rights, powers, duties, and obligations.

            No successor trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06 and its appointment shall not
adversely affect the then current rating of the Certificates.

            Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
trustee hereunder to all Holders of Certificates. If the Depositor fails to mail
such notice within 10 days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Depositor.

            SECTION 8.09 Merger or Consolidation of the Trustee.

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the business of the Trustee, shall be the successor of
the Trustee hereunder, provided that such corporation shall be eligible under
the provisions of Section 8.06 without the execution or filing of any paper or
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.


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            SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

            Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust Fund or property securing any Mortgage Note may at the
time be located, the Servicer and the Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider necessary or desirable. If the Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request to do so, or in the case an Event of Default shall have occurred
and be continuing, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 8.06 and no
notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 8.08.

            Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

            (i) To the extent necessary to effectuate the purposes of this
      Section 8.10, all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised
      or performed by the Trustee and such separate trustee or co-trustee
      jointly (it being understood that such separate trustee or co-trustee is
      not authorized to act separately without the Trustee joining in such act),
      except to the extent that under any law of any jurisdiction in which any
      particular act or acts are to be performed (whether as Trustee hereunder
      or as successor to the Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of
      title to the applicable Trust Fund or any portion thereof in any such
      jurisdiction) shall be exercised and performed singly by such separate
      trustee or co-trustee, but solely at the direction of the Trustee;

            (ii) No trustee hereunder shall be held personally liable by reason
      of any act or omission of any other trustee hereunder and such appointment
      shall not, and shall not be deemed to, constitute any such separate
      trustee or co-trustee as agent of the Trustee;

            (iii) The Trustee may at any time accept the resignation of or
      remove any separate trustee or co-trustee; and

            (iv) The Depositor, and not the Trustee, shall be liable for the
      payment of reasonable compensation, reimbursement and indemnification to
      any such separate trustee or co-trustee.

            Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the separate trustees and co-trustees, when
and as effectively as if given to each of them.


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Every instrument appointing any separate trustee or co-trustee shall refer to
this Agreement and the conditions of this Article VIII. Each separate trustee
and co-trustee, upon its acceptance of the trusts conferred, shall be vested
with the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with
the Trustee and a copy thereof given to the Servicer and the Depositor.

            Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

            SECTION 8.11 Tax Matters.

            It is intended that the assets with respect to which the REMIC
elections are to be made, as set forth in the Preliminary Statement, shall
constitute, and that the conduct of matters relating to each such segregated
pool of assets shall be such as to qualify such assets as, a "real estate
mortgage investment conduit" as defined in and in accordance with the Trust Fund
Provisions. In furtherance of such intention, the Trustee covenants and agrees
that it shall act as agent (and the Trustee is hereby appointed to act as agent)
for the Tax Matters Person and on behalf of the Trust Fund and that in such
capacity it shall: (a) prepare and file, or cause to be prepared and filed, in a
timely manner, a U.S. Real Estate Mortgage Investment Conduit Income Tax Return
(Form 1066 or any successor form adopted by the Internal Revenue Service) and
prepare and file or cause to be prepared and filed with the Internal Revenue
Service and applicable state or local tax authorities income tax or information
returns for each taxable year with respect to each of REMIC 1, REMIC 2, REMIC 3
and REMIC 4 containing such information and at the times and in the manner as
may be required by the Code or state or local tax laws, regulations, or rules,
and furnish or cause to be furnished to Certificateholders the schedules,
statements or information at such times and in such manner as may be required
thereby; (b) within thirty days of the Closing Date, furnish or cause to be
furnished to the Internal Revenue Service, on Forms 8811 or as otherwise may be
required by the Code, the name, title, address, and telephone number of the
person that the holders of the Certificates may contact for tax information
relating thereto, together with such additional information as may be required
by such form, and update such information at the time or times in the manner
required by the Code; (c) make or cause to be made elections that the assets of
each of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 be treated as a REMIC on the
federal tax return for its first taxable year (and, if necessary, under
applicable state law); (d) prepare and forward, or cause to be prepared and
forwarded, to the Certificateholders and to the Internal Revenue Service and, if
necessary, state tax authorities, all information returns and reports as and
when required to be provided to them in accordance with the REMIC Provisions,
including without limitation, the calculation of any original issue discount
using the Prepayment Assumption; (e) provide information necessary for the
computation of tax imposed on the transfer of a Residual Certificate to a Person
that is not a Permitted Transferee, or an agent (including a broker, nominee or
other middleman) of a Non-Permitted Transferee, or a pass-through entity in
which a Non-Permitted


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Transferee is the record holder of an interest (the reasonable cost of computing
and furnishing such information may be charged to the Person liable for such
tax); (f) to the extent that they are under its control, conduct matters
relating to such assets at all times that any Certificates are outstanding so as
to maintain the status of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 as a REMIC under
the REMIC Provisions; (g) not knowingly or intentionally take any action or omit
to take any action that would cause the termination of the REMIC status of REMIC
1, REMIC 2, REMIC 3 or REMIC 4; (h) pay, from the sources specified in the
fourth paragraph of this Section 8.11, the amount of any federal or state tax,
including prohibited transaction taxes as described below, imposed on the Trust
Fund prior to its termination when and as the same shall be due and payable (but
such obligation shall not prevent the Trustee or any other appropriate Person
from contesting any such tax in appropriate proceedings and shall not prevent
the Trustee from withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings); (i) ensure that federal, state or local income
tax or information returns shall be signed by the Trustee or such other person
as may be required to sign such returns by the Code or state or local laws,
regulations or rules; (j) maintain records relating to the Trust Fund, including
but not limited to the income, expenses, assets and liabilities thereof and the
fair market value and adjusted basis of the assets determined at such intervals
as may be required by the Code, as may be necessary to prepare the foregoing
returns, schedules, statements or information; and (k) as and when necessary and
appropriate, represent the Trust Fund in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority, request an administrative adjustment as to any taxable year of the
Trust Fund, enter into settlement agreements with any governmental taxing
agency, extend any statute of limitations relating to any tax item of the Trust
Fund, and otherwise act on behalf of the Trust Fund in relation to any tax
matter or controversy involving it.

            To the extent that they are under its control, the Servicer shall
conduct matters relating to the assets of each REMIC at all times that any
Certificates are outstanding so as to maintain the status of REMIC 1, REMIC 2,
REMIC 3 and REMIC 4 as a REMIC under the REMIC Provisions. No Servicer shall
knowingly or intentionally take any action that would cause the termination of
the REMIC status of REMIC 1, REMIC 2, REMIC 3 or REMIC 4.

            In order to enable the Trustee to perform its duties as set forth
herein, the Depositor shall provide, or cause to be provided, to the Trustee
within ten (10) days after the Closing Date all information or data that the
Trustee requests in writing and determines to be relevant for tax purposes to
the valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of
the Certificates and the Mortgage Loans. Thereafter, the Depositor shall provide
to the Trustee promptly upon written request therefor any such additional
information or data that the Trustee may, from time to time, reasonably request
in order to enable the Trustee to perform its duties as set forth herein. The
Depositor hereby indemnifies the Trustee for any losses, liabilities, damages,
claims or expenses of the Trustee arising from any errors or miscalculations of
the Trustee that result from any failure of the Depositor to provide, or to
cause to be provided, accurate information or data to the Trustee on a timely
basis.

            In the event that any tax is imposed on "prohibited transactions" of
the Trust Fund as defined in Section 860F(a)(2) of the Code, on the "net income
from foreclosure property" of the Trust Fund as defined in Section 860G(c) of
the Code, on any contribution to the Trust Fund after the Startup


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Day pursuant to Section 860G(d) of the Code, or any other tax is imposed, if not
paid as otherwise provided for herein, such tax shall be paid by (i) the
Trustee, if any such other tax arises out of or results from a breach by the
Trustee of any of its obligations under this Agreement, (ii) the Servicer or the
Seller, in the case of any such minimum tax, if such tax arises out of or
results from a breach by the Servicer or the Seller of any of their obligations
under this Agreement or (iii) the Seller, if any such tax arises out of or
results from the Seller's obligation to repurchase a related Mortgage Loan
pursuant to Section 2.02 or 2.03 or (iv) in all other cases, or in the event
that the Trustee, the Servicer or Seller fails to honor its obligations under
the preceding clauses (i), (ii) or (iii), any such tax will be paid with amounts
otherwise to be distributed to the Certificateholders, as provided in Section
4.02.

            Neither the Servicer nor the Trustee shall enter into any
arrangement by which any of REMIC 1, REMIC 2, REMIC 3 or REMIC 4 will receive a
fee or other compensation for services nor permit any of REMIC 1, REMIC 2, REMIC
3 or REMIC 4 to receive any income from assets other than "qualified mortgages"
as defined in Section 860G(a)(3) of the Code or "permitted investments" as
defined in Section 860G(a)(5) of the Code.

            SECTION 8.12 Commission Reporting.

            (a) The Trustee and the Servicer shall reasonably cooperate with the
Depositor in connection with the Trust's satisfying the reporting requirements
under the Exchange Act. The Trustee shall prepare on behalf of the Depositor any
Forms 8-K and 10-K customary for similar securities as required by the Exchange
Act and the rules and regulations of the Commission thereunder, and the
Depositor shall sign and the Trustee shall file (via EDGAR) such Forms on behalf
of the Depositor. The Depositor hereby grants to the Trustee a limited power of
attorney to execute and file each such document on behalf of the Depositor. Such
power of attorney shall continue until the earlier of (i) receipt by the Trustee
from the Depositor of written termination of such power of attorney and (ii) the
termination of the Trust.

            (b) Each Form 8-K shall be filed by the Trustee within 15 days after
each Distribution Date, with a copy of the statement to the Certificateholders
for such Distribution Date as an exhibit thereto. Prior to March 31st of the
calendar year following the calendar year during which the Closing Date occurs
(or such earlier date as may be required by the Exchange Act and the rules and
regulations of the Commission), the Trustee shall file a Form 10-K, in substance
as required by applicable law or applicable Commission staff's interpretations.
Such Form 10-K shall include as exhibits, the Servicer's annual statement of
compliance described under Section 3.16 and the accountant's report described
under Section 3.17, in each case to the extent they have been timely delivered
to the Trustee. If they are not so timely delivered, the Trustee shall file an
amended Form 10-K including such documents as exhibits promptly after they are
delivered to the Trustee. The Trustee shall have no liability with respect to
any failure to properly or timely prepare or file such periodic reports
resulting from or relating to the Trustee's inability or failure to obtain any
information not resulting from its own negligence or willful misconduct. The
Form 10-K shall also include a certification in the form attached hereto as
Exhibit W (the "Depositor Certification"), which shall be signed by the senior
officer of the Depositor in charge of securitization. The Trustee shall have no
responsibility to file any items other than those specified in this Section
8.12.


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            (c) Not later than 15 calendar days before the date on which the
Depositor's annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission (or, if
such day is not a Business Day, the immediately preceding Business Day), the
Trustee shall sign a certification in the form attached hereto as Exhibit X (the
"Trustee Certification") for the benefit of the Depositor and its officers,
directors and affiliates regarding certain aspects of items 1 through 3 of the
Depositor Certification. In addition, the Trustee shall, subject to the
provisions of Section 8.01 and 8.02 hereof, indemnify and hold harmless the
Depositor and each Person, if any, who "controls" the Depositor within the
meaning of the Securities Act and its officers, directors and affiliates from
and against any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments and other costs and expenses
arising out of or based upon a breach of the Trustee's obligations under this
Section 8.12 or any inaccuracy made in the Trustee Certification. If the
indemnification provided for in this Section 8.12(c) is unavailable or
insufficient to hold harmless such Persons, then the Trustee shall contribute to
the amount paid or payable by such Persons as a result of the losses, claims,
damages or liabilities of such Persons in such proportion as is appropriate to
reflect the relative fault of the Depositor on the one hand and the Trustee on
the other. The Trustee acknowledges that the Depositor is relying on the
Trustee's performance of its obligations under this Section 8.12 in order to
perform its obligations under Section 8.12(b) above.

            (d) Not later than 15 calendar days before the date on which the
Depositor's annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission (or, if
such day is not a Business Day, the immediately preceding Business Day), the
Servicer will deliver to the Depositor and the Trustee an Officer's Certificate
for the prior calendar year in substantially the form of Exhibit Y to this
Agreement. The Servicer agrees to indemnify and hold harmless the Depositor, the
Trustee and each Person, if any, who "controls" the Depositor or the Trustee
within the meaning of the Securities Act and their respective officers,
directors and affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs, fees and expenses that such Person may sustain arising out of
third party claims based on (i) the failure of the Servicer to deliver or caused
to be delivered when required any Officer's Certificate pursuant to this Section
8.12(d), or (ii) any material misstatement or omission contained in any
Officer's Certificate provided pursuant to this Section 8.12(d). If an event
occurs that would otherwise result in an indemnification obligation under
clauses (i) or (ii) above, but the indemnification provided for in this Section
8.12(d) by the Servicer is unavailable or insufficient to hold harmless such
Persons, then the Servicer shall contribute to the amount paid or payable by
such Persons as a result of the losses, claims, damages or liabilities of such
Persons in such proportion as is appropriate to reflect the relative fault of
the Depositor or Trustee on the one hand and the Servicer on the other. The
Servicer acknowledges that the Depositor and the Trustee are relying on the
Servicer's performance of its obligations under this Agreement in order to
perform their respective obligations under this Section 8.12.

            (e) Upon any filing with the Commission, the Trustee shall promptly
deliver to the Depositor a copy of any executed report, statement or
information.

            (f) If the Commission issues additional interpretative guidance or
promulgates additional rules or regulations, or if other changes in applicable
law occur, that would require the reporting arrangements, or the allocation of
responsibilities with respect thereto, described in this Section 8.12, to


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be conducted differently than as described, the Depositor, Servicer and Trustee
will reasonably cooperate to amend the provisions of this Section 8.12 in order
to comply with such amended reporting requirements and such amendment of this
Section 8.12. Any such amendment shall be made in accordance with Section 10.01
without the consent of the Certificateholders, and may result in a change in the
reports filed by the Trustee on behalf of the Trust under the Exchange Act.
Notwithstanding the foregoing, the Depositor, Servicer and Trustee shall not be
obligated to enter into any amendment pursuant to this Section 8.12 that
adversely affects its obligations and immunities under this Agreement.

            (g) Prior to January 31 of the first year in which the Trustee is
able to do so under applicable law, the Trustee shall file a Form 15D Suspension
Notification with respect to the Trust.


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                                   ARTICLE IX

                                   TERMINATION

            SECTION 9.01 Termination upon Liquidation, Purchase or Auction of
                         the Mortgage Loans.

            Subject to Section 9.03, the rights, obligations and
responsibilities of the Depositor, the Seller, the Servicers and the Trustee
created hereunder with respect to the Trust Fund shall terminate upon the
earliest of:

            (a) the purchase by the Optional Termination Holder of all Mortgage
Loans (and REO Properties) remaining at the price equal to the greater of (I)
the sum of (A) 100% of the Aggregate Collateral Balance (other than in respect
of REO Property) plus one month's accrued interest thereon at the applicable
Mortgage Rate, (B) with respect to any REO Property, the lesser of (x) the
appraised value of any REO Property as determined by the higher of two
independent valuations completed by two independent companies selected by the
Depositor at the expense of the Depositor and (y) the Stated Principal Balance
of each Mortgage Loan related to any REO Property, in each case plus accrued and
unpaid interest thereon at the applicable Mortgage Rate and (C) any remaining
unreimbursed Advances, Servicing Advances and Servicing Fees payable to the
Servicer and any unreimbursed Advances (made by the Trustee as successor
Servicer), Trustee Fees and expenses payable to the Trustee (the sum of (A), (B)
and (C), collectively, the "Par Value") and (II) the Fair Market Value;

            (b) the later of (i) the maturity or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund and the disposition of all REO Property and (ii) the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
this Agreement; and

            (c) the purchase by the Auction Purchaser of all the Mortgage Loans
and all property acquired in respect of any remaining Mortgage Loan (the "Trust
Collateral"), in each case as described below.

            In no event shall the trusts created hereby continue beyond the
expiration of 21 years from the death of the survivor of the descendants of
Joseph P. Kennedy, the late Ambassador of the United States to the Court of St.
James's, living on the date hereof. The right to repurchase all Mortgage Loans
and REO Properties pursuant to clause (a) above shall be conditioned upon the
aggregate Stated Principal Balance of the Mortgage Loans and the appraised value
of the REO Properties at the time of any such repurchase, aggregating less than
ten percent of the Aggregate Collateral Balance as of the Cut-off Date.

            If the Optional Termination Holder has not exercised its purchase
option described above, on any Distribution Date on or after the date on which
the aggregate Stated Principal Balance of the Mortgage Loans and the appraised
value of the REO Properties at the time of the purchase is less than five
percent of the Aggregate Collateral Balance as of the Cut-off Date (the "Auction
Date"), the Trustee shall solicit, or cause to be solicited, good faith bids for
the Trust Collateral from at least three institutions that are regular
purchasers and/or sellers in the secondary market of residential whole mortgage
loans similar to the Mortgage Loans. If the Trustee receives at least three bids
for the Trust Collateral, and one of such


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bids is equal to or greater than the Par Value, the Trustee shall sell the Trust
Collateral to the highest bidder (the "Auction Purchaser") at the price offered
by the Auction Purchaser (the "Mortgage Loan Purchase Price") and following such
sale shall have no further liability or responsibility therefor. If the Trustee
receives less than three bids, or does not receive any bid that is equal to or
greater than the Par Value, the Trustee shall continue conducting auctions every
six months until the earlier of (a) the completion of a successful auction and
(b) the Optional Termination Holder exercises its purchase option. Only expenses
incurred by the Trustee in connection with the solicitation of bids for a
successful auction described in this paragraph shall be payable to the Trustee,
out of the Mortgage Loan Purchase Price received in connection with such
successful auction, as described in Section 9.02 hereof; provided, however, that
any indemnification rights available to the Trustee under this Agreement in
connection with any auction will not be limited by this sentence.

            SECTION 9.02 Final Distribution on the Certificates.

      If on any Determination Date, the Trustee determines that there are no
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
than the funds in the Collection Accounts and Certificate Account, the Trustee
shall promptly send a final distribution notice to each Certificateholder. If
the Optional Termination Holder above elects to terminate the Trust Fund
pursuant to Section 9.01 or the Auction Purchaser purchases the Trust Collateral
pursuant to Section 9.01, at least 20 days prior to the date notice is to be
mailed to the affected Certificateholders such Person shall notify the Servicers
and the Trustee of the date the Optional Termination Holder or the Auction
Purchaser intends to terminate the Trust Fund and of the applicable repurchase
price of the Mortgage Loans and REO Properties.

            Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders shall surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Trustee by letter to Certificateholders mailed not earlier than the 10th
day and not later than the 15th day of the month next preceding the month of
such final distribution. Any such notice shall specify (a) the Distribution Date
upon which final distribution on the Certificates will be made upon presentation
and surrender of Certificates at the office therein designated, (b) the amount
of such final distribution, (c) the location of the office or agency at which
such presentation and surrender must be made, and (d) that the Record Date
otherwise applicable to such Distribution Date is not applicable, distributions
being made only upon presentation and surrender of the Certificates at the
office therein specified. The Trustee shall give such notice to each Rating
Agency at the time such notice is given to Certificateholders.

            Upon presentation and surrender of the Certificates, the Trustee
shall cause the final distribution to the Certificateholders of each Class on
the final Distribution Date to be made in accordance with the priorities of
Section 4.02. On the final Distribution Date, the Overcollateralization Amount
shall be distributed to the Class X-1 Certificates in accordance with Section
4.02(b)(iv)(H) hereof. Notwithstanding the foregoing, if the final Distribution
Date has occurred as a result of the Optional Termination Holder's purchase of
the Trust Fund pursuant to Section 9.01(a) or the purchase of the Trust
Collateral by the Auction Purchaser pursuant to Section 9.01(c), all amounts, if
any, in excess of the Par Value shall be distributed by the Trustee directly to
the Class A-RL Certificateholders. All amounts described in the definition of
"Par Value" payable to the Trustee shall be paid to the Trustee from the
proceeds of an optional termination or from the Mortgage Loan Purchase Price
received in connection with a successful auction, as applicable, prior to any
distributions to Certificateholders.


                                      128
<PAGE>

            In the event that any affected Certificateholders shall not
surrender Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within six months after the second notice all the applicable
Certificates shall not have been surrendered for cancellation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the funds and other
assets which remain a part of the Trust Fund. If within one year after the
second notice all Certificates shall not have been surrendered for cancellation,
the Class A-R Certificateholders and Class A-RL Certificateholders shall be
entitled to all unclaimed funds and other assets of the Trust Fund which remain
subject hereto and the Trustee shall be discharged from all further liability
with respect to the Certificates and this Agreement.

            SECTION 9.03 Additional Termination Requirements.

            (a) In the event that the Optional Termination Holder exercises its
purchase option with respect to the Mortgage Loans as provided in Section 9.01
or the Auction Purchaser purchases the Mortgage Loans pursuant to Section 9.01,
at such time as the Mortgage Loans are so purchased, the Trust Fund shall be
terminated in accordance with the following additional requirements, unless the
Trustee has been supplied with an Opinion of Counsel, at the expense of the
Depositor, to the effect that the failure to comply with the requirements of
this Section 9.03 will not (i) result in the imposition of taxes on "prohibited
transactions" on any REMIC as defined in Section 860F of the Code, or (ii) cause
REMIC 1, REMIC 2, REMIC 3 and REMIC 4 to fail to qualify as a REMIC at any time
that any Certificates are outstanding:

                  (1)   Within 90 days prior to the final Distribution Date set
                        forth in the notice given by the Trustee under Section
                        9.02, the Depositor shall prepare and the Trustee, at
                        the expense of the Depositor, shall adopt a plan of
                        complete liquidation within the meaning of Section
                        860F(a)(4) of the Code which, as evidenced by an Opinion
                        of Counsel (which opinion shall not be an expense of the
                        Trustee, the Tax Matters Person or the Trust Fund),
                        meets the requirements of a qualified liquidation;

                  (2)   Within 90 days after the time of adoption of such a plan
                        of complete liquidation, the Trustee shall sell all of
                        the assets of the Trust Fund to the Depositor for cash
                        in accordance with Section 9.01; and

                              On the date specified for final payment of the
                        Certificates, the Trustee shall, after payment of any
                        unreimbursed Advances, Servicing Advances, Servicing
                        Fees or other fee compensation payable to the Servicer
                        pursuant to this Agreement, make final distributions of
                        principal and interest on the Certificates in accordance
                        with Section 4.02 and distribute or credit, or cause to
                        be distributed or credited, to the Holders of the
                        Residual Certificates all cash on hand after such final
                        payment (other


                                      129
<PAGE>

                        than the cash retained to meet claims), and the Trust
                        Fund (and any REMIC) shall terminate at that time.

            (b) The Trustee as agent for REMIC 1, REMIC 2, REMIC 3 and REMIC 4
hereby agrees to adopt and sign such a plan of complete liquidation upon the
written request of the Depositor, and the receipt of the Opinion of Counsel
referred to in Section 9.03(a)(1) and to take such other action in connection
therewith as may be reasonably requested by the Depositor.

            (c) By their acceptance of the Certificates, the Holders thereof
hereby authorize the Depositor to prepare and the Trustee to adopt and sign a
plan of complete liquidation.


                                      130
<PAGE>

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

            SECTION 10.01 Amendment.

            This Agreement may be amended from time to time by the Depositor,
the Servicer, the Seller and the Trustee without the consent of any of the
Certificateholders (i) to cure any ambiguity or mistake, (ii) to correct any
defective provision herein or to supplement any provision herein which may be
inconsistent with any other provision herein, (iii) to add to the duties of the
Depositor, the Seller or the Servicer, (iv) to add any other provisions with
respect to matters or questions arising hereunder or (v) to modify, alter,
amend, add to or rescind any of the terms or provisions contained in this
Agreement; provided that any action pursuant to clauses (iv) or (v) above shall
not, as evidenced by an Opinion of Counsel (which Opinion of Counsel shall not
be an expense of the Trustee or the Trust Fund, but shall be at the expense of
the party proposing such amendment), adversely affect in any material respect
the interests of any Certificateholder; provided, however, that no such Opinion
of Counsel shall be required if the Person requesting the amendment obtains a
letter from each Rating Agency stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to the
Certificates; it being understood and agreed that any such letter in and of
itself will not represent a determination as to the materiality of any such
amendment and will represent a determination only as to the credit issues
affecting any such rating. The Trustee, the Depositor, the Seller and the
Servicer also may at any time and from time to time amend this Agreement without
the consent of the Certificateholders to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or helpful to (i) maintain the
qualification of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 as a REMIC under the
Code, (ii) avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim at any time prior to the final
redemption of the Certificates or (iii) comply with any other requirements of
the Code, provided that the Trustee has been provided an Opinion of Counsel,
which opinion shall be an expense of the party requesting such opinion but in
any case shall not be an expense of the Trustee or the Trust Fund, to the effect
that such action is necessary or helpful to, as applicable, (i) maintain such
qualification, (ii) avoid or minimize the risk of the imposition of such a tax
or (iii) comply with any such requirements of the Code.

            This Agreement may also be amended from time to time by the
Depositor, the Servicer, the Seller and the Trustee with the consent of the
Holders of a Majority in Interest of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments required to be distributed on any Certificate without the consent
of the Holder of such Certificate, (ii) adversely affect in any material respect
the interests of the Holders of any Class of Certificates in a manner other than
as described in clause (i), without the consent of the Holders of Certificates
of such Class evidencing, as to such Class, Percentage Interests aggregating
66%, or (iii) reduce the aforesaid percentages of Certificates the Holders of
which are required to consent to any such amendment, without the consent of the
Holders of all such Certificates then outstanding.


                                      131
<PAGE>

            Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel, which opinion shall not be an expense
of the Trustee or the Trust Fund, but shall be at the expense of the party
preparing such amendment, to the effect that such amendment will not cause the
imposition of any federal tax on the Trust Fund or the Certificateholders or
cause REMIC 1, REMIC 2, REMIC 3 and REMIC 4 to fail to qualify as a REMIC at any
time that any Certificates are outstanding.

            Promptly after the execution of any amendment to this Agreement, the
Trustee shall furnish written notification of the substance or a copy of such
amendment to each Certificateholder if the consent of Certificateholders was
required and each Rating Agency.

            It shall not be necessary for the consent of Certificateholders
under this Section 10.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.

            Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel (which Opinion shall not be an
expense of the Trustee or the Trust Fund), satisfactory to the Trustee that (i)
such amendment is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement have been complied with; and (ii)
either (A) the amendment does not adversely affect in any material respect the
interests of any Certificateholder or (B) the conclusion set forth in the
immediately preceding clause (A) is not required to be reached pursuant to this
Section 10.01.

            SECTION 10.02 Recordation of Agreement; Counterparts.

            This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Depositor at its expense, but only upon
direction by the Trustee accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

            For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.


                                      132
<PAGE>

            SECTION 10.03 Governing Law.

            THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

            SECTION 10.04 [Reserved]

            SECTION 10.05 Notices.

            (a) The Trustee shall use its best efforts to promptly provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:

            (i) Any material change or amendment to this Agreement;

            (ii) The occurrence of any Event of Default that has not been cured;

            (iii) The resignation or termination of the Servicer or the Trustee
      and the appointment of any successor;

            (iv) The repurchase or substitution of Mortgage Loans pursuant to
      Sections 2.02 and 2.03; and

            (v) The final payment to Certificateholders.

            (b) In addition, the Trustee shall promptly furnish to each Rating
Agency copies of the following to the extent such items are in its possession:

            (i) Each report to Certificateholders described in Section 4.06 and
      3.19;

            (ii) Each annual statement as to compliance described in Section
      3.16;

            (iii) Each annual independent public accountants' servicing report
      described in Section 3.17; and

            (iv) Any notice of a purchase of a Mortgage Loan pursuant to Section
      2.02, 2.03 or 3.11.

            All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when delivered to (a) in the case of
the Depositor and the Seller, Eleven Madison Avenue, 4th Floor, New York, New
York 10010, Attention: John P. Graham (with a copy to Credit


                                      133
<PAGE>

Suisse First Boston Mortgage Securities Corp., Eleven Madison Avenue, 4th Floor,
New York, New York 10010, Attention: Office of the General Counsel), (b) in the
case of the Trustee, the Corporate Trust Office or such other address as the
Trustee may hereafter furnish to the Depositor and the Servicer, (c) in the case
of Wilshire, 14523 SW Millikan Way, Suite 200, Beaverton, Oregon 97005
Attention: Jay Memmott, with a copy to Stoel Rives LLP, 900 SW Fifth, Portland,
Oregon 97204 Attention: Gary Barnum or such other address as may be hereafter
furnished in writing to the Depositor and the Trustee by the Servicer and (d) in
the case of each of the Rating Agencies, the address specified therefor in the
definition corresponding to the name of such Rating Agency. Notices to
Certificateholders shall be deemed given when mailed, first class postage
prepaid, to their respective addresses appearing in the Certificate Register.

            SECTION 10.06 Severability of Provisions.

            If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

            SECTION 10.07 Assignment.

            Notwithstanding anything to the contrary contained herein, except as
provided in Sections 6.02 and 6.04, this Agreement may not be assigned by the
Servicer without the prior written consent of the Trustee and Depositor;
provided, however, that neither the Depositor nor the Trustee shall consent to
any such assignment unless each Rating Agency has confirmed in writing that such
assignment will not cause a reduction or withdrawal of the ratings then assigned
by it to any Class of Certificates.

            SECTION 10.08 Limitation on Rights of Certificateholders.

            The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the trust created hereby, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the trust created hereby, or otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

            No Certificateholder shall have any right to vote (except as
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth or contained in the terms of the Certificates be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third party by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.

            No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect


                                      134
<PAGE>

to this Agreement, unless such Holder previously shall have given to the Trustee
a written notice of an Event of Default and of the continuance thereof, as
herein provided, and unless the Holders of Certificates evidencing not less than
25% of the Voting Rights evidenced by the Certificates shall also have made
written request to the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses, and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity shall have
neglected or refused to institute any such action, suit or proceeding; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder or to enforce any right under this Agreement, except in
the manner herein provided and for the common benefit of all Certificateholders.
For the protection and enforcement of the provisions of this Section 10.08, each
and every Certificateholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.

            SECTION 10.09 Certificates Nonassessable and Fully Paid.

            It is the intention of the Depositor that Certificateholders shall
not be personally liable for obligations of the Trust Fund, that the interests
in the Trust Fund represented by the Certificates shall be nonassessable for any
reason whatsoever, and that the Certificates, upon due authentication thereof by
the Trustee pursuant to this Agreement, are and shall be deemed fully paid.

            SECTION 10.10 Non-Solicitation

            From and after the date of this Agreement, each of the Depositor,
the Seller, the Servicer and the Trustee agrees that it will not take any action
or permit or cause any action to be taken by any of its agents or affiliates, or
by any independent contractors on any such party's behalf, to personally, by
telephone, by mail, or electronically by e-mail or through the internet or
otherwise, solicit the borrower or obligor under any Mortgage Loan to refinance
the Mortgage Loan, in whole or in part. Notwithstanding the foregoing, it is
understood and agreed that promotions undertaken by the Depositor, the Seller,
the Servicer or the Trustee or any affiliate of any such party that originates
mortgage loans in the normal course, which are directed to the general public at
large, or segments thereof, including, without limitation, mass mailings based
on commercially acquired mailing lists or newspaper, internet, company website,
radio and television advertisements shall not constitute solicitation under this
Section 10.10, provided, that no segment of the general public shall consist
primarily of the borrowers or obligors under the Mortgage Loans. None of the
Depositor, the Seller, the Servicer or the Trustee shall permit the sale of the
name of any Mortgagor or any list of names that consist primarily of the
Mortgages to any Person.


                                      135
<PAGE>

            IN WITNESS WHEREOF, the Depositor, the Trustee, the Seller, the
Servicer have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.

                                        CREDIT SUISSE FIRST BOSTON MORTGAGE
                                        SECURITIES CORP.,
                                        as Depositor

                                        By: /s/ John P. Graham
                                            ------------------------------------
                                        Name:  John P. Graham
                                        Title: Vice President


                                        JPMORGAN CHASE BANK,
                                        as Trustee

                                        By: /s/ Annette M. Marsula
                                            ------------------------------------
                                        Name:   Annette M. Marsula
                                        Title:  Vice President



                                        DLJ MORTGAGE CAPITAL, INC.,
                                        as Seller

                                        By: /s/ Peter Principato
                                            ------------------------------------
                                        Name:   Peter Principato
                                        Title:  Vice President


                                        WILSHIRE CREDIT CORPORATION,
                                        as Servicer

                                        By: /s/ Bradley Newman
                                            ------------------------------------
                                        Name:   Bradley Newman
                                        Title:  Senior Vice President

                          [Notary pages to be attached]

<PAGE>

                                    EXHIBIT A

                          [FORM OF CLASS A CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").


                                      A-1
<PAGE>

Certificate No. [____]          Adjustable Pass-Through Rate

Cut-off Date:                   Initial Certificate Balance of this Certificate
April 1, 2004                   ("Denomination"):
                                $[_________________]

First Distribution Date:        Initial Certificate Balances of all Certificates
May 25, 2004                    of this Class:
                                $[_________________]

Maturity Date:                  CUSIP: [_________________]
August 25, 2034

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                        Home Equity Mortgage Trust 2004-2
          Home Equity Mortgage Pass-Through Certificates, Series 2004-2
                                 Class [_______]

      evidencing a percentage interest in the distributions allocable to the
      Certificates of the above-referenced Class with respect to a Trust Fund
      consisting primarily of a pool of conventional mortgage loans (the
      "Mortgage Loans") secured by fixed rate, second lien residential mortgage
      loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate is payable solely
from the assets of the Trust and does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicer or
the Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.

      This certifies that [          ] is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly distributions
with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as servicer ("Wilshire") and JPMorgan Chase Bank as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned to such terms in the Agreement. This


                                      A-2
<PAGE>

Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

      Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.


                                      A-3
<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: April 29, 2004

                                        JPMORGAN CHASE BANK,
                                        as Trustee

                                        By _____________________________________


Countersigned:

By _____________________________________
      Authorized Signatory of
      JPMORGAN CHASE BANK,
      as Trustee


                                      A-4
<PAGE>

                                    EXHIBIT B

                        [FORM OF SUBORDINATE CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("THE ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]


                                      B-1
<PAGE>

Certificate No. [____]          [Adjustable][_%][Variable] Pass-Through Rate

Cut-off Date:                   Initial [Certificate Balance] [Notional Amount]
April 1, 2004                   of this Certificate ("Denomination"):
                                $[_________________]

First Distribution Date:        Initial [Certificate Balances] [Notional Amount]
May 25, 2004                    of all Certificates of this Class:
                                $[_________________]

Maturity Date:                  CUSIP: [_________________]
August 25, 2034

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                        Home Equity Mortgage Trust 2004-2
          Home Equity Mortgage Pass-Through Certificates, Series 2004-2
                                 Class [_______]

      evidencing a percentage interest in the distributions allocable to the
      Certificates of the above-referenced Class with respect to a Trust Fund
      consisting primarily of a pool of conventional mortgage loans (the
      "Mortgage Loans") secured by fixed rate, second lien residential mortgage
      loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate is payable solely
from the assets of the Trust and does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicer or
the Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.

      This certifies that [__________] is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly distributions
with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as servicer ("Wilshire") and JPMorgan Chase Bank as trustee (the
"Trustee"). To the extent not defined


                                      B-2
<PAGE>

herein, the capitalized terms used herein have the meanings assigned to such
terms in the Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder
of this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

      No transfer of a Certificate of this Class shall be made except in
compliance with section 5.02 of the Pooling Servicing Agreement.

      Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.


                                      B-3
<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: April 29, 2004

                                        JPMORGAN CHASE BANK,
                                        as Trustee

                                        By _____________________________________


Countersigned:

By _____________________________________
      Authorized Signatory of
      JPMORGAN CHASE BANK,
      as Trustee


                                      B-4
<PAGE>

                                    EXHIBIT C

                         [FORM OF RESIDUAL CERTIFICATE]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO
THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION
OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF
NO EFFECT.


                                      C-1
<PAGE>

Certificate No. [____]          Variable Pass-Through Rate

Cut-off Date:                   Initial Certificate Balance of this Certificate
April 1, 2004                   ("Denomination"):
                                $[_________________]

First Distribution Date:        Initial Certificate Balances of all Certificates
May 25, 2004                    of this Class:
                                $[_________________]

Maturity Date:                  CUSIP: [_________________]
August 25, 2034

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                        Home Equity Mortgage Trust 2004-2
          Home Equity Mortgage Pass-Through Certificates, Series 2004-2
                                 Class [_______]

      evidencing the distributions allocable to the Class [A-R][A-RL]
      Certificates with respect to a Trust Fund consisting primarily of a pool
      of conventional mortgage loans (the "Mortgage Loans") secured by fixed
      rate, second lien residential mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less than
the Certificate Balance as set forth herein. This Certificate is payable solely
from the assets of the Trust and does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicer or
the Trustee referred to below or any of their respective affiliates. This
Certificate and the Mortgage Loans are not guaranteed or insured by any
governmental agency or instrumentality.

      This certifies that [______________________] is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions with respect to a Trust Fund consisting primarily of the Mortgage
Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as servicer ("Wilshire") and JPMorgan Chase Bank as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which


                                      C-2
<PAGE>

Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

      Any distribution of the proceeds of any remaining assets of the Trust Fund
will be made only upon presentment and surrender of this Class [A-R][A-RL]
Certificate at the Corporate Trust Office or the office or agency maintained by
the Trustee in New York, New York.

      No transfer of a Class [A-R][A-RL] Certificate shall be made unless the
Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or Section 4975 of the
Code, or a person acting on behalf of any such plan or arrangement or using the
assets of any such plan or arrangement to effect such transfer, which
representation letter shall not be an expense of the Trustee or the Trust Fund
or (ii) in the case of any such Class A-R Certificate presented for registration
in the name of an employee benefit plan subject to ERISA, or Section 4975 of the
Code (or comparable provisions of any subsequent enactments), or a trustee of
any such plan or any other person acting on behalf of any such plan or
arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel
addressed to the Trustee, for the benefit of the Trustee, the Depositor and the
Servicer and on which they may rely, and satisfactory to the Trustee to the
effect that the purchase or holding of such Class A-R Certificate will not
result in the assets of the Trust Fund being deemed to be "plan assets" and
subject to the prohibited transaction provisions of ERISA and the Code and will
not subject the Trustee to any obligation in addition to those undertaken in
this Agreement, which Opinion of Counsel shall not be an expense of the Trustee
or the Trust Fund. Notwithstanding anything else to the contrary herein, any
purported transfer of a Class A-R Certificate to or on behalf of an employee
benefit plan subject to ERISA or to the Code without the Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no effect.

      Each Holder of this Class [A-R][A-RL] Certificate will be deemed to have
agreed to be bound by the restrictions of the Agreement, including but not
limited to the restrictions that (i) each person holding or acquiring any
Ownership Interest in this Class A-R Certificate must be a Permitted Transferee,
(ii) no Ownership Interest in this Class [A-R][A-RL] Certificate may be
transferred without delivery to the Trustee of (a) a transfer affidavit of the
proposed transferee and (b) a transfer certificate of the transferor, each of
such documents to be in the form described in the Agreement, (iii) each person
holding or acquiring any Ownership Interest in this Class [A-R][A-RL]
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Class [A-R][A-RL]
Certificate must agree not to transfer an Ownership Interest in this Class
[A-R][A-RL] Certificate if it has actual knowledge that the proposed transferee
is not a Permitted Transferee and (v) any attempted or purported transfer of any
Ownership Interest in this Class [A-R][A-RL] Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee.

      Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


                                      C-3
<PAGE>

      This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: April 29, 2004

                                        JPMORGAN CHASE BANK,
                                        as Trustee

                                        By _____________________________________


Countersigned:

By _____________________________________
      Authorized Signatory of
      JPMORGAN CHASE BANK,
      as Trustee


                                      C-4
<PAGE>

                                    EXHIBIT D

                      [FORM OF NOTIONAL AMOUNT CERTIFICATE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

[THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.]

THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY
DISTRIBUTIONS IN RESPECT OF PRINCIPAL.

[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED ("THE ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]


                                      D-1
<PAGE>

Certificate No. [____]          [Adjustable][Variable] Interest Rate

Cut-off Date:                   Initial Notional Amount of this Certificate
April 1, 2004                   ("Denomination"):
                                $[_________________]

First Distribution Date:        Initial Notional Amount of all Certificates of
May 25, 2004                    this Class:
                                $[_________________]

Maturity Date:                  CUSIP: [_________________]
August 25, 2034

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                    Home Equity Mortgage Trust Series 2004-2
          Home Equity Mortgage Pass-Through Certificates, Series 2004-2
                                  Class [   ]

      evidencing a percentage interest in the distributions allocable to the
      Certificates of the above-referenced Class with respect to a Trust Fund
      consisting primarily of a pool of conventional mortgage loans (the
      "Mortgage Loans") secured by fixed rate, second lien residential mortgage
      loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

      This Certificate is payable solely from the assets of the Trust and does
not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Servicer or the Trustee referred to below or any of
their respective affiliates. This Certificate and the Mortgage Loans are not
guaranteed or insured by any governmental agency or instrumentality.

      This certifies that ___________, is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly distributions
with respect to a Trust Fund consisting primarily of the Mortgage Loans
deposited by Credit Suisse First Boston Mortgage Securities Corp. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as servicer ("Wilshire") and JPMorgan Chase Bank as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned to such terms in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which


                                      D-2
<PAGE>

Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

[This Certificate has not been registered under the Securities Act of 1933, as
amended ("the Act"). Any resale or transfer of this Certificate without
registration thereof under the Act may only be made in a transaction exempted
from the registration requirements of the Act and in accordance with the
provisions of the Agreement referred to herein.]

      Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

      This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.


                                      D-3
<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: April 29, 2004

                                        JPMORGAN CHASE BANK,
                                        as Trustee

                                        By _____________________________________


Countersigned:

By _____________________________________
      Authorized Signatory of
      JPMORGAN CHASE BANK,
      as Trustee


                                      D-4
<PAGE>

                                    EXHIBIT E

                          [FORM OF CLASS P CERTIFICATE]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO
THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION
OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF
NO EFFECT.


                                      E-1
<PAGE>

Certificate No. [____]          Variable Pass-Through Rate

Cut-off Date:                   Initial Certificate Balance of this Certificate
April 1, 2004                   ("Denomination"):
                                $[_________________]

First Distribution Date:        Initial Certificate Balances of all Certificates
May 25, 2004                    of this Class:
                                $[_________________]

Maturity Date:                  CUSIP: [_________________]
August 25, 2034

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                        Home Equity Mortgage Trust 2004-2
          Home Equity Mortgage Pass-Through Certificates, Series 2004-2
                                 Class [_______]

      evidencing a percentage interest in the distributions allocable to the
      Certificates of the above-referenced Class with respect to a Trust Fund
      consisting primarily of a pool of conventional mortgage loans (the
      "Mortgage Loans") secured by fixed rate, first and second lien residential
      mortgage loans.

       Credit Suisse First Boston Mortgage Securities Corp., as Depositor

      Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance of this Class P Certificate
at any time may be less than the Initial Certificate Balance set forth on the
face hereof, as described herein. This Class P Certificate does not evidence an
obligation of, or an interest in, and is not guaranteed by the Depositor, the
Servicer or the Trustee referred to below or any of their respective affiliates.

      This certifies that _________________ is the registered owner of the
Percentage Interest evidenced by this Class P Certificate (obtained by dividing
the Denomination of this Class P Certificate by the Initial Class Principal
Balance) in certain distributions with respect to a Trust consisting primarily
of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of April 1, 2004 (the "Agreement") among the
Depositor, DLJ Mortgage Capital Inc., as seller ("DLJMC"), Wilshire Credit
Corporation as servicer ("Wilshire") and JPMorgan Chase Bank, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Class P Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,


                                      E-2
<PAGE>

to which Agreement the Holder of this Class P Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

      This Certificate does not have a pass-through rate and will be entitled to
distributions only to the extent set forth in the Agreement.

      No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Seller, the Servicer or the Depositor; or there shall be
delivered to the Trustee and the Depositor a transferor certificate by the
transferor and an investment letter shall be executed by the transferee. The
Holder hereof desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

      No transfer of a Class P Certificate shall be made unless the Trustee
shall have received either (i) a representation letter from the transferee of
such Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting
on behalf of any such plan or arrangement or using the assets of any such plan
or arrangement to effect such transfer, which representation letter shall not be
an expense of the Trustee or the Trust Fund or (ii) in the case of any such
Class P Certificate presented for registration in the name of an employee
benefit plan subject to ERISA, or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), or a trustee of any such plan or any
other person acting on behalf of any such plan or arrangement, or using such
plan's or arrangement's assets, an Opinion of Counsel addressed to the Trustee,
for the benefit of the Trustee, the Depositor and the Servicer and on which they
may rely, and satisfactory to the Trustee to the effect that the purchase or
holding of such Class P Certificate will not result in the assets of the Trust
Fund being deemed to be "plan assets" and subject to the prohibited transaction
provisions of ERISA and the Code and will not subject the Trustee to any
obligation in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee or the Trust Fund.
Notwithstanding anything else to the contrary herein, any purported transfer of
a Class P Certificate to or on behalf of an employee benefit plan subject to
ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee
as described above shall be void and of no effect.

      Reference is hereby made to the further provisions of this Class P
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


                                      E-3
<PAGE>

      This Class P Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.


                                      E-4
<PAGE>

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: April 29, 2004

                                        JPMORGAN CHASE BANK,
                                        as Trustee

                                        By _____________________________________


Countersigned:

By _____________________________________
      Authorized Signatory of
      JPMORGAN CHASE BANK,
      as Trustee


                                      E-5
<PAGE>

                                    EXHIBIT F

                        [FORM OF REVERSE OF CERTIFICATES]

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                        Home Equity Mortgage Trust 2004-2
          Home Equity Mortgage Pass-Through Certificates, Series 2004-2
                                 Class [_______]

      This Certificate is one of a duly authorized issue of Certificates
designated as Credit Suisse First Boston Mortgage Securities Corp., Mortgage
Pass-Through Certificates, of the Series specified on the face hereof (herein
collectively called the "Certificates"), and representing a beneficial ownership
interest in the Trust Fund created by the Agreement.

      The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Certificate Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

      This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

      Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified on the face hereof, to the Person in whose name this
Certificate is registered at the close of business on the applicable Record Date
in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to Holders of Certificates
of the Class to which this Certificate belongs on such Distribution Date
pursuant to the Agreement. [The Record Date applicable to each Distribution Date
is the last Business Day of the month next preceding the month of such
Distribution Date.][The Record Date applicable to each Distribution Date is the
Business Day immediately preceding the related Distribution Date; provided that
if this Certificate is not a Book-Entry Certificate, then the Record Date
applicable to each Distribution Date is the last Business Day of the month next
preceding such Distribution Date.]

      Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
surrender of such Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.


                                      F-1
<PAGE>

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the Seller and the Trustee with the consent of
the Holders of Certificates affected by such amendment evidencing the requisite
Percentage Interest, as provided in the Agreement. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

      As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office or the office or agency maintained by the
Trustee in New York, New York, accompanied by a written instrument of transfer
in form satisfactory to the Trustee and the Certificate Registrar duly executed
by the holder hereof or such holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of the same Class in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
Fund will be issued to the designated transferee or transferees.

      The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

      No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      The Depositor, the Servicer, the Seller and the Trustee and any agent of
the Depositor or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and the Seller, the
Depositor, the Trustee, or any such agent shall be affected by any notice to the
contrary.

      On any Distribution Date on which the sum of the aggregate Stated
Principal Balance of the Mortgage Loans and the appraised value of the REO
Properties at the time of repurchase is less than 10% of the sum of the
Aggregate Collateral Balance of the Mortgage Loans as of the Cut-off Date, the
Optional Termination Holder will have the option to repurchase, in whole, from
the Trust Fund all remaining Mortgage Loans and REO Properties at a purchase
price determined as provided in the Agreement. If the Optional Termination
Holder does not exercise its option to purchase, on any Distribution Date on
which the sum of the aggregate Stated Principal Balance of the Mortgage Loans
and the appraised value of the REO Properties at the time of repurchase is less
than 5% of the sum of the Aggregate Collateral Balance of the Mortgage Loans as
of the Cut-off Date, the Trustee shall conduct an auction and upon satisfaction
of the conditions described in the Agreement, the Auction Purchaser shall
purchase the Trust Collateral at


                                      F-2
<PAGE>

a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs and no purchase pursuant to an auction occurs,
the obligations and responsibilities created by the Agreement will terminate
upon the later of the maturity or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan remaining in the Trust Fund and the
distribution to Certificateholders of all amounts required to be distributed
pursuant to the Agreement. In no event, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants living at the date of the Agreement of a certain
person named in the Agreement.

      Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.


                                      F-3
<PAGE>

                                   ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

________________________________________________________________________________
Dated:


                                        ________________________________________
                                        Signature by or on behalf of assignor

                            DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ____________________________________________________________,
account number __________ , or, if mailed by check, to _________________________
________________________________________________________________________________
________________________________________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
________________________________________________________________________________
This information is provided by ____________________________, the assignee named
above, or _____________________________, as its agent.


                                      F-4
<PAGE>

                                    EXHIBIT G

                   FORM OF INITIAL CERTIFICATION OF CUSTODIAN

                                        April 29, 2004

___________________________
___________________________

Cut-off Date Principal Balance:
$________________

JPMorgan Chase Bank,
as Trustee, for the
Home Equity Mortgage Pass-Through Certificates, Series 2004-2
4 New York Plaza
New York, New York 10004-2697

            Re:   Custodial Agreement, dated as of April 1, 2004, between
                  JPMorgan Chase Bank, as Trustee and LaSalle Bank National
                  Association, as Custodian

Ladies and Gentlemen:

      In accordance with the provisions of Section 4 of the above-referenced
Custodial Agreement, the undersigned, as the Custodian, hereby certifies as to
each Mortgage Loan in the Mortgage Loan Schedule that (i) it has received: the
original Mortgage Note and Assignment of Mortgage with respect to each Mortgage
Loan identified on the Mortgage Loan Schedule attached hereto as Exhibit A and
(ii) such Mortgage Note has been reviewed by it and appears regular on its face
and relates.

      The Custodian makes no representations as to: (i) the validity, legality,
enforceability, sufficiency, due authorization or genuineness of any of the
documents contained in each Custodial File or of any of the Mortgage Loans or
(ii) the collectability, insurability, effectiveness or suitability of any such
Mortgage Loan.

      The Custodian hereby confirms that it is holding each such Mortgage Note
and Assignment of Mortgage as agent and bailee of, and custodian for the
exclusive use and benefit, and subject to the sole direction, of the Trustee
pursuant to the terms and conditions of the Custodial Agreement.

      This Trust Receipt and Initial Certification is not divisible or
negotiable.


                                      G-1
<PAGE>

      The Custodian will accept and act on instructions with respect to the
Mortgage Loans subject hereto upon surrender of this Trust Receipt and Initial
Certification at its office at LaSalle Bank National Association: 2571 Busse
Road, Suite 200, Elk Grove, Illinois, 60007.


                                      G-2
<PAGE>

      Capitalized terms used herein shall have the meaning ascribed to them in
the Custodial Agreement.

                                        LASALLE BANK NATIONAL ASSOCIATION
                                        as Custodian


                                        By: ____________________________________
                                        Name:
                                        Title:


                                      G-3
<PAGE>

                                    EXHIBIT H

                    FORM OF FINAL CERTIFICATION OF CUSTODIAN

Trust Receipt #_________

Cut-off Date Principal Balance
$_______________

[To be addressed to the Trustee of record]
___________________________
___________________________

            Re:   Custodial Agreement, dated as of April 1, 2004, between
                  JPMorgan Chase Bank, as Trustee and LaSalle Bank National
                  Association, as Custodian

Ladies and Gentlemen:

      In accordance with the provisions of Section 6 of the above-referenced
Custodial Agreement, the undersigned, as the Custodian, hereby certifies that as
to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or any Mortgage Loan listed on the attachment hereto)
it has reviewed the Custodial Files and has determined that (i) all documents
required to be delivered to it pursuant to Sections 2(i)-(ix) of the Custodial
Agreement are in its possession; (ii) such documents have been reviewed by it
and appear regular on their face and related to such Mortgage Loan; (iii) all
Assignments of Mortgage or intervening assignments of mortgage, as applicable,
have been submitted for recording in the jurisdictions in which recording is
necessary; and (iv) each Mortgage Note has been endorsed as provided in Section
2(ii) of the Custodial Agreement and each Mortgage has been assigned in
accordance with Section 2(iii) of the Custodial Agreement. The Custodian makes
no representations as to: (i) validity, legality, enforceability, sufficiency,
due authorization or genuineness of any of the documents contained in each
Custodial File or of any of the Mortgage Loans, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.

      The Custodian hereby confirms that it is holding each such Custodial File
as agent and bailee of, and custodian for the exclusion use and benefit, and
subject to the sole direction, of Trustee pursuant to the terms and conditions
of the Custodial Agreement.

      This Trust Receipt and Final Certification is not divisible or negotiable.

      The Custodian will accept and act on instructions with respect to the
Mortgage Loans subject hereto upon surrender of this Trust Receipt and Final
Certification at its office at LaSalle Bank National Association: 2571 Busse
Road, Suite 200, Elk Grove, Illinois, 60007.


                                      H-1
<PAGE>

      Capitalized terms used herein shall have the meaning ascribed to them in
the Custodial Agreement.

                                        LASALLE BANK NATIONAL ASSOCIATION
                                        as Custodian


                                        By: ____________________________________
                                        Name:
                                        Title:


                                      H-2
<PAGE>

                                    EXHIBIT I

                               TRANSFER AFFIDAVIT

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                        Home Equity Mortgage Trust 2004-2
          Home Equity Mortgage Pass-Through Certificates, Series 2004-2
                                 Class [_______]

STATE OF          )
                  ) ss.:
COUNTY OF         )

      The undersigned, being first duly sworn, deposes and says as follows:

      1. The undersigned is an officer of _______________ , the proposed
Transferee of an Ownership Interest in a Class [A-R][A-RL] Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, (the
"Agreement"), relating to the above-referenced Series, among Credit Suisse First
Boston Mortgage Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as
seller ("DLJMC"), Wilshire Credit Corporation as servicer ("Wilshire") and
JPMorgan Chase Bank as trustee (the "Trustee"). Capitalized terms used, but not
defined herein or in Exhibit 1 hereto, shall have the meanings ascribed to such
terms in the Agreement. The Transferee has authorized the undersigned to make
this affidavit on behalf of the Transferee.

      2. The Transferee is, as of the date hereof, and will be, as of the date
of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.

      3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman) for
a Person that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
subsequent Transferee furnished to such Person an affidavit that such subsequent
Transferee is a Permitted Transferee and, at the time of Transfer, such Person
does not have actual knowledge that the affidavit is false.

      4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass-through entity a Person that is not a Permitted
Transferee is the record holder of an interest in such entity. The Transferee
understands that such tax will not be imposed for any period with respect to
which the record holder furnishes to the pass-through entity an affidavit that
such record holder is a Permitted Transferee and the


                                      I-1
<PAGE>

pass-through entity does not have actual knowledge that such affidavit is false.
(For this purpose, a "pass-through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives and, except as may be provided in
Treasury Regulations, persons holding interests in pass-through entities as a
nominee for another Person.)

      5. The Transferee has reviewed the provisions of Section 5.02(c) of the
Agreement (attached hereto as Exhibit 2 and incorporated herein by reference)
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 5.02(c) of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the Transfer
to the Transferee contemplated hereby null and void.

      6. The Transferee agrees to require a Transfer Affidavit from any Person
to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as EXHIBIT J to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

      7. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the
Certificate.

      8. The Transferee's taxpayer identification number is [_____________].

      9. The Transferee is a United States Person.

      10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

      11. The Transferee is (a) not an employee benefit plan that is subject to
ERISA or a plan that is subject to Section 4975 of the Code, and the Transferee
is not acting on behalf of such a plan or (b) an employee benefit plan that is
subject to ERISA or a plan that is subject to Section 4975 of the Code, and the
Transferee is not acting on behalf of such a plan and will provide an Opinion of
Counsel in accordance with the provisions of Agreement.

                                     * * *


                                      I-2
<PAGE>

      IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this _____ day of _____________, 20___.


                                        ________________________________________
                                        Print Name of Transferee


                                        By: ____________________________________
                                        Name:
                                        Title:

[Corporate Seal]

ATTEST:


______________________________
[Assistant] Secretary

      Personally appeared before me the above-named , known or proved to me to
be the same person who executed the foregoing instrument and to be the of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.

      Subscribed and sworn before me this ______ day of _______________, 20___.


                                        ________________________________________
                                        NOTARY PUBLIC

                                        My Commission expires the _____ day of

                                        _________________, 20___.


                                      I-3
<PAGE>

                                    EXHIBIT 1
                                       to
                                    EXHIBIT I

Certain Definitions

      "Ownership Interest": As to any Residual Certificate, any ownership or
security 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.

      "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)
which 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
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
United States Person, and (vi) a Person designated as a non-Permitted Transferee
by the Depositor based upon an Opinion of Counsel that the Transfer of an
Ownership Interest in a Residual Certificate to such Person may cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding. The terms "United States," "State" and
"International Organization" shall have the meanings set forth in section 7701
of the Code or successor provisions. A corporation will not be treated as an
instrumentality of the United States or of any State or political subdivision
thereof for these purposes if all of its activities are subject to tax and, with
the exception of Freddie Mac, a majority of its board of directors is not
selected by such government unit.

      "Person": Any individual, corporation, partnership, joint venture,
association, limited liability company, joint-stock company, trust,
unincorporated organization or government, or any agency or political
subdivision thereof.

      "Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Residual Certificate.


                                      I-1-1
<PAGE>

                                    EXHIBIT 2
                                       to
                                    EXHIBIT I

                        Section 5.02(c) of the Agreement

      Each Person who has or who acquires any Ownership Interest in a Residual
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions, and the rights
of each Person acquiring any Ownership Interest in a Residual Certificate are
expressly subject to the following provisions:

            (i) Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate shall be a Permitted Transferee and shall promptly
      notify the Trustee of any change or impending change in its status as a
      Permitted Transferee.

            (ii) No Ownership Interest in a Residual Certificate may be
      registered on the Closing Date or thereafter transferred, and the Trustee
      shall not register the Transfer of any Residual Certificate unless, in
      addition to the certificates required to be delivered to the Trustee under
      subparagraph (b) above, the Trustee shall have been furnished with an
      affidavit (a "Transfer Affidavit") of the initial owner or the proposed
      transferee in the form attached hereto as Exhibit I.

            (iii) Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate shall agree (A) to obtain a Transfer Affidavit from
      any other Person to whom such Person attempts to Transfer its Ownership
      Interest in a Residual Certificate, (B) to obtain a Transfer Affidavit
      from any Person for whom such Person is acting as nominee, trustee or
      agent in connection with any Transfer of a Residual Certificate and (C)
      not to Transfer its Ownership Interest in a Residual Certificate or to
      cause the Transfer of an Ownership Interest in a Residual Certificate to
      any other Person if it has actual knowledge that such Person is not a
      Permitted Transferee.

            (iv) Any attempted or purported Transfer of any Ownership Interest
      in a Residual Certificate in violation of the provisions of this Section
      5.02(c) shall be absolutely null and void and shall vest no rights in the
      purported Transferee. If any purported transferee shall become a Holder of
      a Residual Certificate in violation of the provisions of this Section
      5.02(c), then the last preceding Permitted Transferee shall be restored to
      all rights as Holder thereof retroactive to the date of registration of
      Transfer of such Residual Certificate. The Trustee shall be under no
      liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by Section 5.02(b) and this
      Section 5.02(c) or for making any payments due on such Certificate to the
      Holder thereof or taking any other action with respect to such Holder
      under the provisions of this Agreement so long as the Transfer was
      registered after receipt of the related Transfer Affidavit, Transferor
      Certificate and either the Rule 144A Letter or the Investment Letter. The
      Trustee shall be entitled but not obligated to recover from any Holder of
      a Residual Certificate that was in fact not a Permitted Transferee at the
      time it became a Holder or, at such subsequent time as it became


                                      I-2-1
<PAGE>

      other than a Permitted Transferee, all payments made on such Residual
      Certificate at and after either such time. Any such payments so recovered
      by the Trustee shall be paid and delivered by the Trustee to the last
      preceding Permitted Transferee of such Certificate.

            (v) The Depositor shall use its best efforts to make available, upon
      receipt of written request from the Trustee, all information necessary to
      compute any tax imposed under Section 860E(e) of the Code as a result of a
      Transfer of an Ownership Interest in a Residual Certificate to any Holder
      who is not a Permitted Transferee.

            The restrictions on Transfers of a Residual Certificate set forth in
this Section 5.02(c) shall cease to apply (and the applicable portions of the
legend on a Residual Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
of Counsel shall not be an expense of the Trust Fund, the Trustee, the Seller or
the Servicer, to the effect that the elimination of such restrictions will not
cause the Trust Fund hereunder to fail to qualify as a REMIC at any time that
the Certificates are outstanding or result in the imposition of any tax on the
Trust Fund, a Certificateholder or another Person. Each Person holding or
acquiring any Ownership Interest in a Residual Certificate hereby consents to
any amendment of this Agreement which, based on an Opinion of Counsel furnished
to the Trustee, is reasonably necessary (a) to ensure that the record ownership
of, or any beneficial interest in, a Residual Certificate is not transferred,
directly or indirectly, to a Person that is not a Permitted Transferee and (b)
to provide for a means to compel the Transfer of a Residual Certificate which is
held by a Person that is not a Permitted Transferee to a Holder that is a
Permitted Transferee.


                                      I-2-2
<PAGE>

                                    EXHIBIT J

                         FORM OF TRANSFEROR CERTIFICATE

__________, 200__

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention: John Graham

JPMorgan Chase Bank
4 New York Plaza
New York, New York 10004

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Home Equity Mortgage Trust 2004-2
                  Home Equity Mortgage Pass-Through Certificates,
                  Series 2004-2, Class [___]

Ladies and Gentlemen:

      In connection with our disposition of the above Certificates we certify
that (a) we understand that the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act"), and are being disposed by us in
a transaction that is exempt from the registration requirements of the Act, (b)
we have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act and (c)
to the extent we are disposing of a Class [A-R][A-RL] Certificate, we have no
knowledge the Transferee is not a Permitted Transferee.

                                        Very truly yours,


                                        ________________________________________
                                        Print Name of Transferor


                                        By: ____________________________________
                                        Authorized Officer


                                      J-1
<PAGE>

                                    EXHIBIT K

                    FORM OF INVESTMENT LETTER (NON-RULE 144A)

__________, 200__

Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention: John Graham

JPMorgan Chase Bank
4 New York Plaza
New York, New York 10004

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Home Equity Mortgage Trust 2004-2
                  Home Equity Mortgage Pass-Through Certificates, Series
                  2004-2, Class [___]

Ladies and Gentlemen:

      In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we are an
insitutional "accredited investor," as defined in Regulation D under the Act,
and have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the
Certificates, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificates and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) we are not an employee benefit plan
that is subject to the Employee Retirement Income Security Act of 1974, as
amended, or a plan or arrangement that is subject to Section 4975 of the
Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
such plan or arrangement nor are we using the assets of any such plan or
arrangement to effect such or we have provided the opinion letter set forth in
section 5.02 of the Pooling and Servicing Agreement, (f) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(h) below), (g) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (h) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel


                                      K-1
<PAGE>

satisfactory to the addressees of this Certificate that such sale, transfer or
other disposition may be made pursuant to an exemption from the Act, (2) the
purchaser or transferee of such Certificate has executed and delivered to you a
certificate to substantially the same effect as this certificate, and (3) the
purchaser or transferee has otherwise complied with any conditions for transfer
set forth in the Pooling and Servicing Agreement.

                                        Very truly yours,


                                        ________________________________________
                                        Print Name of Transferor


                                        By: ____________________________________
                                        Authorized Officer


                                      K-2
<PAGE>

                                    EXHIBIT L

                            FORM OF RULE 144A LETTER

____________, 200__
Credit Suisse First Boston Mortgage Securities Corp.
11 Madison Avenue, 4th Floor
New York, New York 10010
Attention: John Graham

JPMorgan Chase Bank
4 New York Plaza
New York, New York 10004

            Re:   Credit Suisse First Boston Mortgage Securities Corp.,
                  Home Equity Mortgage Trust 2004-2
                  Home Equity Mortgage Pass-Through Certificates, Series 2004-2,
                  Class [___]

Ladies and Gentlemen:

      In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan or arrangement that is subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, nor are we acting on behalf of any such plan or arrangement
nor using the assets of any such plan or arrangement to effect such acquisition,
(e) we have not, nor has anyone acting on our behalf offered, transferred,
pledged, sold or otherwise disposed of the Certificates, any interest in the
Certificates or any other similar security to, or solicited any offer to buy or
accept a transfer, pledge or other disposition of the Certificates, any interest
in the Certificates or any other similar security from, or otherwise approached
or negotiated with respect to the Certificates, any interest in the Certificates
or any other similar security with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the Certificates
under the Act or that would render the disposition of the Certificates a
violation of Section 5 of the Act or require registration pursuant thereto, nor
will act, nor has authorized or will authorize any person to act, in such manner
with respect to the Certificates, (f) we are a "qualified institutional buyer"
as that term is defined in Rule 144A under the Act ("Rule 144A") and have
completed either of the forms of certification to that effect attached hereto as


                                      L-1
<PAGE>

Annex 1 or Annex 2, (g) we are aware that the sale to us is being made in
reliance on Rule 144A, and (h) we are acquiring the Certificates for our own
account or for resale pursuant to Rule 144A and further, understand that such
Certificates may be resold, pledged or transferred only (A) to a person
reasonably believed to be a qualified institutional buyer that purchases for its
own account or for the account of a qualified institutional buyer to whom notice
is given that the resale, pledge or transfer is being made in reliance on Rule
144A, or (B) pursuant to another exemption from registration under the Act.

                                        Very truly yours,


                                        ________________________________________
                                        Print Name of Transferor


                                        By: ____________________________________
                                        Authorized Officer


                                      L-2
<PAGE>

ANNEX 1 TO EXHIBIT L

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

      The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

      1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

      2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $___________(1) in securities (except for the
1 excluded securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with Rule 144A
and (ii) the Buyer satisfies the criteria in the category marked below.

      ___ Corporation, etc. The Buyer is a corporation (other than a bank,
      savings and loan association or similar institution), Massachusetts or
      similar business trust, partnership, or charitable organization described
      in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

      ___ Bank. The Buyer (a) is a national bank or banking institution
      organized under the laws of any State, territory or the District of
      Columbia, the business of which is substantially confined to banking and
      is supervised by the State or territorial banking commission or similar
      official or is a foreign bank or equivalent institution, and (b) has an
      audited net worth of at least $25,000,000 as demonstrated in its latest
      annual financial statements, a copy of which is attached hereto.

      ___ Savings and Loan. The Buyer (a) is a savings and loan association,
      building and loan association, cooperative bank, homestead association or
      similar institution, which is supervised and examined by a State or
      Federal authority having supervision over any such institutions or is a
      foreign savings and loan association or equivalent institution and (b) has
      an audited net worth of at least $25,000,000 as demonstrated in its latest
      annual financial statements, a copy of which is attached hereto.

      ___ Broker-dealer. The Buyer is a dealer registered pursuant to Section 15
      of the Securities Exchange Act of 1934.

----------
      (1)   Buyer must own and/or invest on a discretionary basis at least
            $100,000,000 in securities unless Buyer is a dealer, and, in that
            case, Buyer must own and/or invest on a discretionary basis at least
            $10,000,000 in securities.


                                      L-1-1
<PAGE>

      ___ Insurance Company. The Buyer is an insurance company whose primary and
      predominant business activity is the writing of insurance or the
      reinsuring of risks underwritten by insurance companies and which is
      subject to supervision by the insurance commissioner or a similar official
      or agency of a State, territory or the District of Columbia.

      ___ State or Local Plan. The Buyer is a plan established and maintained by
      a State, its political subdivisions, or any agency or instrumentality of
      the State or its political subdivisions, for the benefit of its employees.

      ___ ERISA Plan. The Buyer is an employee benefit plan within the meaning
      of Title I of the Employee Retirement Income Security Act of 1974.

      ___ Investment Advisor. The Buyer is an investment advisor registered
      under the Investment Advisors Act of 1940.

      ___ Small Business Investment Company. Buyer is a small business
      investment company licensed by the U.S. Small Business Administration
      under Section 301(c) or (d) of the Small Business Investment Act of 1958.

      ___ Business Development Company. Buyer is a business development company
      as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.

      3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) securities issued or guaranteed by the U.S. or any instrumentality
thereof, (iv) bank deposit notes and certificates of deposit, (v) loan
participations, (vi) repurchase agreements, (vii) securities owned but subject
to a repurchase agreement and (viii) currency, interest rate and commodity
swaps.

      4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.


                                      L-1-2
<PAGE>

      5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

      6. Until the date of purchase of the Rule 144A Securities, the Buyer will
notify each of the parties to which this certification is made of any changes in
the information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.


                                        ________________________________________
                                        Print Name of Buyer


                                        By: ____________________________________
                                        Name:
                                        Title:

                                        Date: __________________________________


                                      L-1-3
<PAGE>

ANNEX 2 TO EXHIBIT L

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

      The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

1.    As indicated below, the undersigned is the President, Chief Financial
      Officer or Senior Vice President of the Buyer or, if the Buyer is a
      "qualified institutional buyer" as that term is defined in Rule 144A under
      the Securities Act of 1933, as amended ("Rule 144A") because Buyer is part
      of a Family of Investment Companies (as defined below), is such an officer
      of the Adviser.

2.    In connection with purchases by Buyer, the Buyer is a "qualified
      institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is
      an investment company registered under the Investment Company Act of 1940,
      as amended and (ii) as marked below, the Buyer alone, or the Buyer's
      Family of Investment Companies, owned at least $100,000,000 in securities
      (other than the excluded securities referred to below) as of the end of
      the Buyer's most recent fiscal year. For purposes of determining the
      amount of securities owned by the Buyer or the Buyer's Family of
      Investment Companies, the cost of such securities was used, except (i)
      where the Buyer or the Buyer's Family of Investment Companies reports its
      securities holdings in its financial statements on the basis of their
      market value, and (ii) no current information with respect to the cost of
      those securities has been published. If clause (ii) in the preceding
      sentence applies, the securities may be valued at market.

      ___ The Buyer owned $ in securities (other than the excluded securities
      referred to below) as of the end of the Buyer's most recent fiscal year
      (such amount being calculated in accordance with Rule 144A).

      ___ The Buyer is part of a Family of Investment Companies which owned in
      the aggregate $ in securities (other than the excluded securities referred
      to below) as of the end of the Buyer's most recent fiscal year (such
      amount being calculated in accordance with Rule 144A).

3.    The term "Family of Investment Companies" as used herein means two or more
      registered investment companies (or series thereof) that have the same
      investment adviser or investment advisers that are affiliated (by virtue
      of being majority owned subsidiaries of the same parent or because one
      investment adviser is a majority owned subsidiary of the other).

4.    The term "securities" as used herein does not include (i) securities of
      issuers that are affiliated with the Buyer or are part of the Buyer's
      Family of Investment Companies, (ii) securities issued or guaranteed by
      the U.S. or any instrumentality thereof, (iii) bank deposit notes and
      certificates of deposit, (iv) loan participations, (v) repurchase
      agreements, (vi) securities owned but subject to a repurchase agreement
      and (vii) currency, interest rate and commodity swaps.


                                      L-2-1
<PAGE>

5.    The Buyer is familiar with Rule 144A and understands that the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates are relying and will continue to rely on the statements made
      herein because one or more sales to the Buyer will be in reliance on Rule
      144A. In addition, the Buyer will only purchase for the Buyer's own
      account.

6.    Until the date of purchase of the Certificates, the undersigned will
      notify the parties listed in the Rule 144A Transferee Certificate to which
      this certification relates of any changes in the information and
      conclusions herein. Until such notice is given, the Buyer's purchase of
      the Certificates will constitute a reaffirmation of this certification by
      the undersigned as of the date of such purchase.


                                        ________________________________________
                                        Print Name of Buyer or Adviser

                                        By: ____________________________________
                                        Name:
                                        Title:

                                        IF AN ADVISER:


                                        ________________________________________
                                        Print Name of Buyer

                                        Date: __________________________________


                                      L-2-2
<PAGE>

                                    EXHIBIT M

                               REQUEST FOR RELEASE
                                  (for Trustee)

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                        Home Equity Mortgage Trust 2004-2
          Home Equity Mortgage Pass-Through Certificates, Series 2004-2

Loan Information

Name of Mortgagor:                      ________________________________________

Servicer
Loan No.:                               ________________________________________

Trustee

Name:

Address:                                ________________________________________
                                        ________________________________________
                                        ________________________________________

Trustee
Mortgage File No.:

      The undersigned Servicer hereby acknowledges that it has received from
LaSalle Bank National Association, as Custodian for the Holders of Mortgage
Pass-Through Certificates, of the above-referenced Series, the documents
referred to below (the "Documents"). All capitalized terms not otherwise defined
in this Request for Release shall have the meanings given them in the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement") relating to the
above-referenced Series among Credit Suisse First Boston Mortgage Securities
Corp. as depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire
Credit Corporation as servicer ("Wilshire") and JPMorgan Chase Bank as trustee
(the "Trustee").

( )   Mortgage Note dated _____________________, _______, in the original
      principal sum of $___________________, made by ____________________.
      payable to, or endorsed to the order of, the Trustee.

( )   Mortgage recorded on ________________ as instrument no. ______________
      in the County Recorder's Office of the County of ___________________,
      State of ___________ in book/reel/docket _________________ of official
      records at page/image _____________.


                                      M-1
<PAGE>

( )   Deed of Trust recorded on _____________ as instrument no. ______________
      in the County Recorder's Office of the County of _______________, State of
      ______________ in book/reel/docket _____________________ of official
      records at page/image _________.

( )   Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
      _________ as instrument no. ______________ in the County Recorder's Office
      of the County of ______, State of ________________ in book/reel/docket
      _______________ of official records at page/image _______________.

( )   Other documents, including any amendments, assignments or other
      assumptions of the Mortgage Note or Mortgage.

      ( )   ____________________________________________________________________

      ( )   ____________________________________________________________________

      ( )   ____________________________________________________________________

      ( )   ____________________________________________________________________

      The undersigned Servicer hereby acknowledges and agrees as follows:

            (1) Such Servicer shall hold and retain possession of the Documents
            in trust for the benefit of the Trustee, solely for the purposes
            provided in the Agreement.

            (2) Such Servicer shall not cause or knowingly permit the Documents
            to become subject to, or encumbered by, any claim, liens, security
            interest, charges, writs of attachment or other impositions nor
            shall the Servicer, if applicable, assert or seek to assert any
            claims or rights of setoff to or against the Documents or any
            proceeds thereof.

            (3) Such Servicer shall return each and every Document previously
            requested from the Mortgage File to the Custodian when the need
            therefor no longer exists, unless the Mortgage Loan relating to the
            Documents has been liquidated and the proceeds thereof have been
            remitted to the Certificate Account and except as expressly provided
            in the Agreement.

            (4) The Documents and any proceeds thereof, including any proceeds
            of proceeds, coming into the possession or control of such Servicer
            shall at all times be earmarked for the account of the Custodian,
            and such Servicer shall keep the Documents and any proceeds separate
            and distinct from all other property in such Servicer's possession,
            custody or control.


                                      M-2
<PAGE>

                                        [Servicer]


                                        By _____________________________________
                                        Its ____________________________________

Date: ____________, 20__


                                      M-3
<PAGE>

                                    EXHIBIT N

                      FORM OF SUBSEQUENT TRANSFER AGREEMENT

      THIS SUBSEQUENT TRANSFER AGREEMENT, dated as of _________ ___, 2004 (this
"Subsequent Transfer Agreement"), among CREDIT SUISSE FIRST BOSTON MORTGAGE
SECURITIES CORP., a Delaware corporation, as depositor (the "Depositor"), DLJ
MORTGAGE CAPITAL, INC., a Delaware corporation, in its capacity as seller under
the Pooling and Servicing Agreement referred to below (the "Seller"), WILSHIRE
CREDIT CORPORATION, as servicer ("Wilshire" or the "Servicer") and JPMORGAN
CHASE BANK, a national banking association, as trustee (the "Trustee");

      WHEREAS, the parties hereto are also among the parties to the Pooling and
Servicing Agreement among Credit Suisse First Boston Mortgage Securities Corp.,
as depositor, Wilshire Credit Corporation, as servicer, DLJ Mortgage Capital,
Inc., as seller and JPMorgan Chase Bank, as trustee, dated as of April 1, 2004
(the "Pooling and Servicing Agreement"), in relation to the Home Equity Mortgage
Pass-Through Certificates, Series 2004-2;

      WHEREAS, Sections 2.01(f) of the Pooling and Servicing Agreement provides
for the parties hereto to enter into this Subsequent Transfer Agreement in
accordance with the terms and conditions of the Pooling and Servicing Agreement;

      NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt and adequacy of which are hereby acknowledged
the parties hereto agree as follows:

      (i) The "Subsequent Transfer Date" with respect to this Subsequent
Transfer Agreement shall be ____________, 200__.

      (ii) The "Aggregate Subsequent Purchase Amount" with respect to this
Subsequent Transfer Agreement shall be $____________, provided, however, that
such amount shall not exceed the amount on deposit in the Pre-Funding Account.

      (iii) The Subsequent Mortgage Loans conveyed on the Subsequent Transfer
Date shall satisfy the pool characteristics for the Trust Fund identified in
Section 2.01(f) of the Pooling and Servicing Agreement.

      (iv) In case any provision of this Subsequent Transfer Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions or obligations shall not in any way be affected or
impaired thereby.

      (v) In the event of any conflict between the provisions of this Subsequent
Transfer Agreement and the Pooling and Servicing Agreement, the provisions of
the Pooling and Servicing Agreement shall


                                      N-1
<PAGE>

prevail. Capitalized terms used herein and not otherwise defined have the
meanings in the Pooling and Servicing Agreement.

      (vi) The Seller hereby sells, transfers, assigns, sets over and otherwise
conveys to the Trustee for the benefit of the Certificateholders, without
recourse, all right title and interest in the Subsequent Mortgage Loans
identified in Schedule A, including all interest and principal due on or with
respect to such Subsequent Mortgage Loans on or after the Subsequent Cut-off
Date and all interest and principal payments on such Subsequent Mortgage Loans
received prior to the Subsequent Cut-off Date in respect of installments of
interest and principal due thereafter, but not including principal and interest
due on such Subsequent Mortgage Loans prior to the Subsequent Cut-off Date, any
insurance policies in respect of such Subsequent Mortgage Loans and all proceeds
of any of the foregoing.

      (vii) This Subsequent Transfer Agreement shall be governed by, and shall
be construed and enforced in accordance with the laws of the State of New York.

      (viii) The Subsequent Transfer Agreement may be executed in one or more
counterparts, each of which so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument.


                                      N-2
<PAGE>

                                   EXHIBIT O-1

                    FORM OF COLLECTION ACCOUNT CERTIFICATION

                              [             ], 20__

      [Servicer's name] hereby certifies that it has established the account
described below as a Collection Account pursuant to Section 3.05 of the Pooling
and Servicing Agreement, dated as of April 1, 2004, among Credit Suisse First
Boston Mortgage Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as
seller ("DLJMC"), Wilshire Credit Corporation as servicer ("Wilshire"), and
JPMorgan Chase Bank as trustee (the "Trustee").

Title of Account:       [Servicer's Name], in trust for the Holders of Credit
                        Suisse First Boston Mortgage Securities Corp., Home
                        Equity Mortgage Pass-Through Certificates, Series
                        2004-2.

Account Number: ______________

Address of officer or branch
of the Company at
which Account is maintained:

                        ___________________________
                        ___________________________
                        ___________________________

                        [Servicer's Name], AS SERVICER


                        By: _______________________

                        Name: _____________________

                        Title: ____________________


                                      O-1-1
<PAGE>

                                   EXHIBIT O-2

                   FORM OF COLLECTION ACCOUNT LETTER AGREEMENT

                              [             ], 20__

To:   ___________________
      ___________________
      ___________________
      (the "Depository")

      As Servicer under the Pooling and Servicing Agreement, dated as of April
1, 2004, among Credit Suisse First Boston Mortgage Securities Corp. as
depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as servicer ("Wilshire") and JPMorgan Chase Bank as trustee (the
"Trustee") (the "Agreement"), we hereby authorize and request you to establish
an account, as a Collection Account pursuant to Section 3.05 of the Agreement,
to be designated as "[Servicer's Name], in trust for the Holders of Credit
Suisse First Boston Mortgage Securities Corp., Home Equity Mortgage Pass-Through
Certificates, Series 2004-2." All deposits in the account shall be subject to
withdrawal therefrom by order signed by the Servicer. This letter is submitted
to you in duplicate. Please execute and return one original to us.

                                        [Servicer's Name], AS SERVICER


                                        By: ____________________________________

                                        Name: __________________________________

                                        Title: _________________________________

                                        Date: __________________________________


                                      O-2-1
<PAGE>

The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number _________ at the office of the
Depository indicated above and agrees to honor withdrawals on such account as
provided above. The full amount deposited at any time in the account will be
insured up to applicable limits by the Federal Deposit Insurance Corporation
through the Bank Insurance Fund ("BIF") or the Savings Association Insurance
Fund ("SAIF").


                                        ________________________________________
                                        Depository


                                        By: ____________________________________

                                        Name: __________________________________

                                        Title: _________________________________

                                        Date: __________________________________


                                      O-2-2
<PAGE>

                                   EXHIBIT P-1

                      FORM OF ESCROW ACCOUNT CERTIFICATION

                              [             ], 20__

      [Servicer's Name] hereby certifies that it has established the account
described below as an Escrow Account pursuant to Section 3.06 of the Pooling and
Servicing Agreement, dated as of April 1, 2004, among Credit Suisse First Boston
Mortgage Securities Corp. as depositor, DLJ Mortgage Capital, Inc. as seller
("DLJMC"), Wilshire Credit Corporation as servicer ("Wilshire") and JPMorgan
Chase Bank as trustee (the "Trustee").

Title of Account:       "Credit Suisse First Boston Mortgage Securities Corp.,
                        Home Equity Mortgage Trust 2004-2, Home Equity Mortgage
                        Pass-Through Certificates, Series 2004-2"

Account Number:         ___________________

Address of officer or branch of the Company at which Account is maintained:

                        ___________________________
                        ___________________________
                        ___________________________

                        [Servicer's Name], AS SERVICER


                        By: _______________________

                        Name: _____________________

                        Title: ____________________


                                      P-1-1
<PAGE>

                                   EXHIBIT P-2

                     FORM OF ESCROW ACCOUNT LETTER AGREEMENT

                              [             ], 20__

To:   ___________________
      ___________________
      ___________________
      (the "Depository")

      As Servicer under the Pooling and Servicing Agreement, dated as of April
1, 2004, among Credit Suisse First Boston Mortgage Securities Corp. as
depositor, DLJ Mortgage Capital, Inc. as seller ("DLJMC"), Wilshire Credit
Corporation as servicer ("Wilshire") and JPMorgan Chase Bank as trustee (the
"Trustee") (the "Agreement"), we hereby authorize and request you to establish
an account, as an Escrow Account pursuant to Section 3.06 of the Agreement, to
be designated as "Credit Suisse First Boston Mortgage Securities Corp., Home
Equity Mortgage Trust 2004-2, Home Equity Mortgage Pass-Through Certificates,
Series 2004-2". All deposits in the account shall be subject to withdrawal
therefrom by order signed by the Servicer. This letter is submitted to you in
duplicate. Please execute and return one original to us.

[SERVICER'S NAME], AS SERVICER


By: ____________________________

Name: __________________________

Title: _________________________

Date: __________________________


                                      P-2-1
<PAGE>

The undersigned, as Depository, hereby certifies that the above described
account has been established under Account Number ________________ at the office
of the Depository indicated above and agrees to honor withdrawals on such
account as provided above. The full amount deposited at any time in the account
will be insured up to applicable limits by the Federal Deposit Insurance
Corporation through the Bank Insurance Fund ("BIF") or the Savings Association
Insurance Fund ("SAIF").


___________________________
Depository

By: ____________________________

Name: __________________________

Title: _________________________

Date: __________________________


                                      P-2-2
<PAGE>

                                    EXHIBIT Q

                        FORM OF MONTHLY REMITTANCE ADVICE

1) Standard CPI Reports:

      T62C-Monthly Accounting Report
      T62E-Liquidation Report
      S50Y-Private Pool Detail Report
      S214-Summary of Paid in Full Collections
      S215-Summary of Collections
      P139-Trial Balance

2) Standard CPI Tape Format:

      PNB Scheduled Balance Tape
      SPNB Determination Diskette/P45K

At such times as [_______________] is no longer the Servicer of the [________]
Mortgage Loans under the Agreement, the Monthly Remittance Advice also shall
include: (i) the aggregate Excess Servicing Fee to be remitted to
[___________________] on the Distribution Date, (ii) the aggregate Prepayment
Penalties collected by the Servicer of such loans during the preceding calendar
month, and (iii) a list of the Mortgage Loans for which Prepayment Penalties are
being remitted (including with respect to each related Mortgage Loan, the loan
number, borrower name and dollar amount of Prepayment Penalties collected for
such Mortgage Loan).


                                      Q-1
<PAGE>

                                    EXHIBIT R

                           FORM OF CUSTODIAL AGREEMENT

                            (Available Upon Request)


                                      R-1
<PAGE>

                                    EXHIBIT S
                                   [Reserved]


                                      S-1
<PAGE>

                                    EXHIBIT T
                                   [Reserved]


                                      T-1
<PAGE>

                                    EXHIBIT U

                          CHARGED OFF LOAN DATA REPORT
                            (Available Upon Request)


                                      U-1
<PAGE>

                                    EXHIBIT V
                 FORM OF MONTHLY STATEMENT TO CERTIFICATEHOLDERS

      (i) with respect to each Class of Certificates which are not Notional
Amount Certificates and, unless otherwise stated, the related Distribution Date,

            a. the initial Class Principal Balance of such Class as of the
Closing Date;

            b. the Class Principal Balance of such Class before giving effect to
the distribution of principal and interest;

            c. the amount of the related distribution on such Class allocable to
interest;

            d. the amount of the related distribution on such Class allocable to
principal;

            e. the sum of the principal and interest payable to such Class;

            f. the Realized Loss allocable to such Class;

            g. the Carryforward Interest allocable to such Class;

            h. the Class Principal Balance of such Class after giving effect to
the distribution of principal and interest;

            i. the Pass-Through Rate for such Class;

            j. [reserved];

            k. any shortfall in principal allocable to such Class, if such
amount is greater than zero; and

            l. any shortfall in interest allocable to such Class, if such amount
is greater than zero.

      (ii) with respect to each Class of Certificates which are Notional Amount
Certificates and, unless otherwise stated, the related Distribution Date,

            a. the Notional Amount of such Class as of the Cut-off Date;

            b. the Notional Amount of such Class before giving effect to the
distribution of interest;

            c. the amount of the related distribution on such Class allocable to
interest;


                                      V-1
<PAGE>

            d. the amount of the related distribution on such Class allocable to
principal;

            e. the sum of the principal and interest payable to such class;

            f. the Realized Loss allocable to such Class;

            g. the Deferred Interest allocable to such Class;

            h. the Notional Amount of such Class after giving effect to the
distribution of interest;

            i. the Pass-Through Rate for such Class; and

            j. [reserved].

      (iii) with respect to a $1000 factor of the Initial Class Principal
Balance of each Class of Certificates which are not Notional Amount Certificates
and the related Distribution Date,

            a. the CUSIP number assigned to such Class;

            b. the Class Principal Balance of such Class factor prior to giving
effect to the distribution of principal and interest;

            c. the amount of the related distribution allocable to interest on
such Class factor;

            d. the amount of the related distribution allocable to principal on
such Class factor;

            e. the sum of the principal and interest payable to such Class
factor; and

            f. the Class Principal Balance of such Class factor after giving
effect to the distribution of principal and interest.

      (iv) with respect to a $1000 factor of the Initial Class Principal Balance
of each Class of Certificates which are Notional Amount Certificates and the
related Distribution Date,

            a. the CUSIP number assigned to such Class;

            b. the Notional Amount of such Class factor prior to giving effect
to the distribution of interest;

            c. the amount of the related distribution allocable to interest on
such Class factor;

            d. the amount of the related distribution allocable to principal on
such Class factor;


                                      V-2
<PAGE>

            e. the sum of the principal and interest payable to such Class
factor; and

            f. the Notional Amount of such Class factor after giving effect to
the distribution of interest.

      (v) with respect to the related Distribution Date,

            a. the Principal Payment Amount or Principal Remittance Amount;

            b. the amount of Curtailments;

            c. the amount of Curtailment interest adjustments;

            d. the Scheduled Payment of principal;

            e. the amount of Principal Prepayments;

            f. the amount of principal as a result of repurchased Mortgage
Loans;

            g. the Substitution Adjustment Amount;

            h. the aggregate amount of scheduled interest prior to reduction for
fees;

            i. the amount of Net Recoveries;

            j. the amount of reimbursements of Nonrecoverable Advances
previously made;

            k. the amount of recovery of reimbursements previously deemed
nonrecoverable;

            l. the amount of net Liquidation Proceeds;

            m. the amount of Insurance Proceeds;

            n. the amount of any other distributions allocable to principal;

            o. the number of Mortgage Loans as of the first day of the related
Collection Period;

            p. the aggregate Stated Principal Balance of the Mortgage Loans as
of the first day of the related Collection Period;

            q. the number of Mortgage Loans as of the last day of the related
Collection Period;


                                      V-3
<PAGE>

            r. the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Collection Period;

            s. the sum of the Servicing Fee, the Credit Risk Manager Fee and the
Trustee Fee;

            t. the amount of current Advances;

            u. the amount of outstanding Advances;

            v. the number and aggregate principal amounts of Mortgage Loans
delinquent (1) 31 to 60 days, (2) 61 to 90 days and (3) 91 days or more,
including delinquent bankrupt Mortgage Loans but excluding Mortgage Loans in
foreclosure and REO Property;

            w. the number and aggregate principal amounts of Mortgage Loans that
are currently in bankruptcy, but not delinquent;

            x. the number and aggregate principal amounts of Mortgage Loans that
are in foreclosure;

            y. the Delinquency Rate, Rolling Three Month Delinquency Rate, the
Senior Enhancement Percentage and whether a Trigger Event is in effect;

            z. the number and aggregate principal amount of any REO Properties
as of the close of business on the Determination Date preceding such
Distribution Date;

            aa. current Realized Losses;

            bb. Cumulative Net Realized Losses and whether a Cumulative Loss
Event is occurring;

            cc. the weighted average term to maturity of the Mortgage Loans as
of the close of business on the last day of the calendar month preceding the
related Distribution Date;

            dd. the number of Mortgage Loans that have Prepayment Penalties and
for which prepayments were made during the related Collection Period, as
applicable;

            ee. the aggregate principal balance of Mortgage Loans that have
Prepayment Penalties and for which prepayments were made during the related
Collection Period, as applicable;

            ff. the aggregate amount of Prepayment Penalties collected during
the related Collection Period, as applicable;


                                      V-4
<PAGE>

            gg. [reserved];

            hh. The amount of any funds remaining in the Pre-Funding Account as
of such Distribution Date;

            ii. the weighted average Net Mortgage Rate;

            jj. the Net Excess Spread; and

            kk. [reserved].

      (vi) with respect to the related Distribution Date,

            a. the Targeted Overcollateralization Amount;

            b. the Overcollateralization Amount;

            c. the amount, if any, by which the Targeted Overcollateralization
Amount exceeds the Overcollateralization Amount;

            d. the Overcollateralization Release Amount;

            e. the Monthly Excess Interest; and

            f. the amount of any payment to the Class X-1 Certificates.


                                      V-5
<PAGE>

                                    EXHIBIT W

                         FORM OF DEPOSITOR CERTIFICATION

      Re:   Credit Suisse First Boston Mortgage Securities Corp.
            Home Equity Mortgage Trust 2004-2

      I, __________________________, certify that:

1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K
containing distribution and servicing reports filed in respect of periods
included in the year covered by this annual report, of Home Equity Mortgage
Trust 2004-2 (the "Trust");

2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;

3. Based on my knowledge, the distribution information required to be prepared
by the Trustee based upon the servicing information required to be provided by
each Servicer under the Pooling and Servicing Agreement is included in these
reports;

4. Based on my knowledge and upon the annual compliance statements included in
the report and required to be delivered to the Trustee in accordance with the
terms of the Pooling and Servicing Agreement and based upon the review required
under the Pooling and Servicing Agreement, and except as disclosed in the
report, each Servicer has fulfilled its obligations under the Pooling and
Servicing Agreement; and

5. The reports disclose all significant deficiencies relating to each Servicer's
compliance with the minimum servicing standards based, in each case, upon the
report provided by an independent public accountant, after conducting a review
in compliance with the Uniform Single Attestation Program for Mortgage Bankers
or similar standard as set forth in the Pooling and Servicing Agreement, that is
included in these reports.

      In giving the certifications above, I have reasonably relied on the
information provided to me by the following unaffiliated parties: each Servicer
and the Trustee.

      Capitalized terms used but not defined herein have the meanings ascribed
to them in the Pooling and Servicing Agreement, dated April 1, 2004 (the
"Pooling and Servicing Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor"), DLJ Mortgage Capital, Inc., as
seller, Wilshire Credit Corporation, as servicer ("Wilshire") and JPMorgan Chase
Bank, as trustee (the "Trustee").


                                      W-1
<PAGE>


                                        ________________________________________
                                        [Name]
                                        [Title]
                                        [Date]


                                      W-2
<PAGE>

                                    EXHIBIT X

                          FORM OF TRUSTEE CERTIFICATION

      Re:   Credit Suisse First Boston Mortgage Securities Corp.
            Home Equity Mortgage Trust 2004-2

      JPMorgan Chase Bank (the "Trustee") hereby certifies to Credit Suisse
First Boston Mortgage Securities Corp. (the "Depositor"), and each Person, if
any, who "controls" the Depositor within the meaning of the Securities Act of
1933, as amended, and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification, that:

1. The Trustee has reviewed the annual report on Form 10-K for the fiscal year
[___], and all reports on Form 8-K containing distribution reports filed in
respect of periods included in the year covered by that annual report, of the
Depositor relating to the above-referenced trust;

2. Based on the Trustee's knowledge, and assuming the accuracy and completeness
of the information supplied to the Trustee by each Servicer, the distribution
information in the distribution reports contained in all reports on Form 8-K
included in the year covered by the annual report on Form 10-K for fiscal year
[_____], prepared by the Trustee, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact required by the
Pooling and Servicing Agreement to be included therein and necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading as of the last day of the period covered by that annual
report; and

3. Based on the Trustee's knowledge, the distribution information required to be
provided by the Trustee under the Pooling and Servicing Agreement is included in
these reports.

      Capitalized terms used but not defined herein have the meanings ascribed
to them in the Pooling and Servicing Agreement, dated April 1, 2004 (the
"Pooling and Servicing Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor"), DLJ Mortgage Capital, Inc., as
seller, Wilshire Credit Corporation, as servicer ("Wilshire") and JPMorgan Chase
Bank, as trustee (the "Trustee").

                                        JPMORGAN CHASE BANK,
                                        as Trustee


                                        By: ____________________________________
                                        [Name]
                                        [Title]
                                        [Date]


                                      X-1
<PAGE>

                                    EXHIBIT Y

                           FORM SERVICER CERTIFICATION

      Re:   Credit Suisse First Boston Mortgage Securities Corp.
            Home Equity Mortgage Trust 2004-2

      I, ___________________________, a duly elected and acting officer of
[__________________] (the "Servicer"), certify pursuant to Section 8.12(d) of
the Pooling and Servicing Agreement to the Depositor, the Trustee and each
Person, if any, who "controls" the Depositor or the Trustee within the meaning
of the Securities Act of 1933, as amended, and their respective officers and
directors, with respect to the calendar year immediately preceding the date of
this Certificate (the "Relevant Year"), as follows":

1. For purposes of this Certificate, "Relevant Information" means the
information in the certificate provided pursuant to Section 3.16 of the Pooling
and Servicing Agreement (the "Annual Compliance Certificate") for the Relevant
Year and the information in all servicing reports required pursuant to the
Pooling and Servicing Agreement to be provided by the Servicer to the Trustee
during the Relevant Year (as such information is amended or corrected in writing
and delivered to the Trustee). Based on my knowledge, the Relevant Information,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein which is necessary
to make the statements made therein, in light of the circumstances under which
such statements were made, not misleading as of the last day of the Relevant
Year;

2. The Relevant Information required to be provided to the Trustee under the
Pooling and Servicing Agreement has been provided to the Trustee;

3. I am responsible for reviewing the activities performed by the Servicer under
the Pooling and Servicing Agreement during the Relevant Year. Based upon the
review required under the Pooling and Servicing Agreement and except as
disclosed in the Annual Compliance Certificate or the accountants' statement
provided pursuant to Section 3.17 of the Pooling and Servicing Agreement, to the
best of my knowledge, the Servicer has fulfilled its obligations under the
Pooling and Servicing Agreement throughout the Relevant Year.

      Capitalized terms used but not defined herein have the meanings ascribed
to them in the Pooling and Servicing Agreement, dated April 1, 2004 (the
"Pooling and Servicing Agreement"), among Credit Suisse First Boston Mortgage
Securities Corp., as depositor (the "Depositor"), DLJ Mortgage Capital, Inc., as
seller, Wilshire Credit Corporation, as servicer ("Wilshire") and JPMorgan Chase
Bank, as trustee (the "Trustee").

                                        [_____________________________________],
                                        as Servicer

                                        By: ____________________________________
                                        [Name]
                                        [Title]


                                      Y-1
<PAGE>

                                    EXHIBIT Z

                INFORMATION TO BE PROVIDED BY SERVICER TO TRUSTEE

      The following information with respect to each Mortgage Loan will be
e-mailed by each Servicer to the Trustee in accordance with Section 4.10:

Servicer loan number
Trust loan number (if applicable)
Scheduled net interest
Scheduled principal
Curtailment applied
Curtailment adjustment
Mortgage Rate
Servicing Fee Rate
P&I payment
Beginning scheduled balance
Ending scheduled balance
Ending actual principal balance
Due Date
Prepayment in full principal
Prepayment in full net interest
Prepayment in full penalty
Delinquencies:
      1-30
      31-60
      61-90
      90+
Foreclosures
REO Properties
Loss amounts and loss types


                                      Z-1
<PAGE>

                                   EXHIBIT AA

                        FORM OF LIMITED POWER OF ATTORNEY

                            LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that JPMorgan Chase Bank, a New York banking
corporation, having a place of business at 4 New York Plaza, 6th Floor, New
York, N.Y. 10004, as Trustee (and in no personal or other representative
capacity) under the Pooling and Servicing Agreement, dated as of April 1, 2004
(as amended, restated, supplemented or otherwise modified from time to time, the
"Agreement"; capitalized terms not defined herein have the definitions assigned
to such terms in the Agreement), relating to the Home Equity Mortgage
Pass-Through Certificates, Series 2004-2, hereby appoints [_______________], in
its capacity as a Servicer under the Agreement, as the Trustee's true and lawful
Special Attorney-in-Fact, in the Trustee's name, place and stead and for the
Trustee's benefit, but only in its capacity as Trustee aforesaid, to perform all
acts and execute all documents as may be customary, necessary and appropriate to
effectuate the following enumerated transactions in respect of any mortgage,
deed of trust, promissory note or real estate owned from time to time owned
(beneficially or in title, whether the Trustee is named therein as mortgagee or
beneficiary or has become mortgagee or beneficiary by virtue of endorsement,
assignment or other conveyance) or held by or registered to the Trustee
(directly or through custodians or nominees), or in respect of which the Trustee
has a security interest or other lien, all as provided under the applicable
Agreement and only to the extent the respective Trustee has an interest therein
under the Agreement, and in respect of which the Servicer is acting as servicer
pursuant to the Agreement (the "Mortgage Documents").

This appointment shall apply to the following enumerated transactions under the
Agreement only:

      1. The modification or re-recording of any Mortgage Document for the
purpose of correcting it to conform to the original intent of the parties
thereto or to correct title errors discovered after title insurance was issued
and where such modification or re-recording does not adversely affect the lien
under the Mortgage Document as insured.

      2. The subordination of the lien under a Mortgage Document to an easement
in favor of a public utility company or a state or federal agency or unit with
powers of eminent domain including, without limitation, the execution of partial
satisfactions/releases, partial reconveyances and the execution of requests to
trustees to accomplish same.

      3. The conveyance of the properties subject to a Mortgage Document to the
applicable mortgage insurer, or the closing of the title to the property to be
acquired as real estate so owned, or conveyance of title to real estate so
owned.

      4. The completion of loan assumption and modification agreements in
respect of Mortgage Documents.


                                      AA-1
<PAGE>

      5. The full or partial satisfaction/release of a Mortgage Document or full
conveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related note.

      6. The assignment of any Mortgage Document, in connection with the
repurchase of the mortgage loan secured and evidenced thereby.

      7. The full assignment of a Mortgage Document upon payment and discharge
of all sums secured thereby in conjunction with the refinancing thereof,
including, without limitation, the assignment of the related note.

      8. With respect to a Mortgage Document, the foreclosure, the taking of a
deed in lieu of foreclosure, or the completion of judicial or non-judicial
foreclosure or termination, cancellation or rescission of any such foreclosure,
including, without limitation, any and all of the following acts:

            a.    the substitution of trustee(s) serving under a deed of trust,
                  in accordance with state law and the deed of trust;

            b.    the preparation and issuance of statements of breach or
                  non-performance;

            c.    the preparation and filing of notices of default and/or
                  notices of sale;

            d.    the cancellation/rescission of notices of default and/or
                  notices of sale;

            e.    the taking of a deed in lieu of foreclosure; and

            f.    the preparation and execution of such other documents and
                  performance of such other actions as may be necessary under
                  the terms of the Mortgage Document or state law to
                  expeditiously complete said transactions in paragraphs 8(a)
                  through 8(e), above.

      9. Demand, sue for, recover, collection and receive each and every sum of
money, debt, account and interest (which now is, or hereafter shall become due
and payable) belonging to or claimed by the Trustee under the Mortgage
Documents, and to use or take any lawful means for recovery thereof by legal
process or otherwise.

      10. Endorse on behalf of the Trustee all checks, drafts and/or negotiable
instruments made payable to the Trustee in respect of the Mortgage Documents.

The Trustee gives the Special Attorney-in-Fact full power and authority to
execute such instruments and to do and perform all and every act and thing
necessary and proper to carry into effect the power or powers granted by this
Limited Power of Attorney, subject to the terms and conditions set forth in the


                                      AA-2
<PAGE>

Agreement including the standard of care applicable to servicers in the
Agreement, and hereby does ratify and confirm what such Special Attorney-in-Fact
shall lawfully do or cause to be done by authority hereof.


                                      AA-3
<PAGE>

IN WITNESS WHEREOF, the Trustee has caused its corporate name and seal to be
hereto signed and affixed and these presents to be acknowledged by its duly
elected and authorized officer this ___ day of ___ , 200_.

                                        JPMORGAN CHASE BANK, as Trustee

                                        By: ____________________________________
                                        Name:
                                        Title:


WITNESS:                                WITNESS:

________________________________        ________________________________________
Name:                                   Name:
Title:                                  Title:

STATE OF NEW YORK
                         SS
COUNTY OF NEW YORK

      On ______________, 200_, before me, the undersigned, a Notary Public in
and for said state, personally appeared __________________, personally known to
me to be the person whose name is subscribed to the within instrument and to be
a duly authorized and acting Senior Vice President of JPMorgan Chase Bank, and
such person acknowledged to me that such person executed the within instrument
in such person's authorized capacity as a Senior Vice President of JPMorgan
Chase Bank, and that by such signature on the within instrument the entity upon
behalf of which such person acted executed the instrument.

      WITNESS my hand and official seal.

                                _________________________________
                                Notary Public


                                      AA-4
<PAGE>

                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

                            (Available Upon Request)


                                      I-1
<PAGE>

                                   SCHEDULE II

                     SELLER'S REPRESENTATIONS AND WARRANTIES

      (i) The Seller is a corporation duly organized, validly existing and in
good standing under the laws of the state of its incorporation;

      (ii) The Seller 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 Seller of this Agreement have been
duly authorized by all necessary corporate action on the part of the Seller; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated hereby, 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 Seller or its properties or the
certificate of incorporation or by-laws of the Seller, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on the Seller's ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

      (iv) The execution, delivery and performance by the Seller 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 and, in connection with the recordation of the Mortgages, powers of
attorney or assignments of Mortgages not yet completed;

      (v) This Agreement has been duly executed and delivered by the Seller and,
assuming due authorization, execution and delivery by the Trustee, the Servicer
and the Depositor, constitutes a valid and binding obligation of the Seller
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); and

      (vi) There are no actions, litigation, suits or proceedings pending or to
the knowledge of the Seller, threatened against the Seller 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 Seller if determined adversely
to the Seller would reasonably be expected to materially and adversely affect
the Seller's ability to perform its obligations under this Agreement; and the
Seller 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.


                                      II-1
<PAGE>

                                  SCHEDULE IIIA

                     WILSHIRE REPRESENTATIONS AND WARRANTIES

      (i) Wilshire is a corporation duly organized, validly existing and in good
standing under the laws of the state of its incorporation;

      (ii) Wilshire 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 Wilshire of this Agreement have been
duly authorized by all necessary corporate action on the part of Wilshire; and
neither the execution and delivery of this Agreement, nor the consummation of
the transactions herein contemplated hereby, 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 Wilshire or its properties or the
certificate of incorporation or bylaws of Wilshire, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on Wilshire ability to enter into this Agreement and to
consummate the transactions contemplated hereby;

      (iv) This Agreement has been duly executed and delivered by Wilshire and,
assuming due authorization, execution and delivery by the Trustee, the Seller
and the Depositor, constitutes a valid and binding obligation of Wilshire
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); and

      (v) There are no actions, litigation, suits or proceedings pending or to
the knowledge of Wilshire, threatened against Wilshire before or by any court,
administrative agency, arbitrator or governmental body (a) with respect to any
of the transactions contemplated by this Agreement or (b) with respect to any
other matter which in the judgment of Wilshire if determined adversely to
Wilshire would reasonably be expected to materially and adversely affect
Wilshire's ability to perform its obligations under this Agreement, other than
as Servicer has previously advised Seller; and Wilshire 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.


                                     IIIA-1
<PAGE>

                                  SCHEDULE IIIB

                                   [Reserved]


                                     IIIB-1
<PAGE>

                                   SCHEDULE IV

          REPRESENTATIONS AND WARRANTIES RELATING TO THE MORTGAGE LOANS

      DLJMC, in its capacity as Seller, hereby makes the representations and
warranties set forth in this Schedule IV to the Depositor and the Trustee, as of
the Closing Date, or the date specified herein, with respect to the Mortgage
Loans identified on Schedule I hereto.

      (i) The Seller or its affiliate is the sole owner of record and holder of
the Mortgage Loan and the indebtedness evidenced by the Mortgage Note.
Immediately prior to the transfer and assignment to the Depositor on the Closing
Date, the Mortgage Loan, including the Mortgage Note and the Mortgage, were not
subject to an assignment or pledge, and the Seller had good and marketable title
to and was the sole owner thereof and had full right to transfer and sell the
Mortgage Loan to the Depositor free and clear of any encumbrance, equity, lien,
pledge, charge, claim or security interest and has the full right and authority
subject to no interest or participation of, or agreement with, any other party,
to sell and assign the Mortgage Loan and following the sale of the Mortgage
Loan, the Depositor will own such Mortgage Loan free and clear of any
encumbrance, equity, participation interest, lien, pledge, charge, claim or
security interest.

      (ii) Any and all requirements of any federal, state or local law
including, without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws applicable to the Mortgage Loan have been complied with in all material
respects.

      (iii) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments which have been recorded to the extent any such recordation is
required by law, or, necessary to protect the interest of the Depositor. No
instrument of waiver, alteration or modification has been executed, and no
Mortgagor has been released, in whole or in part, from the terms thereof except
in connection with an assumption agreement and which assumption agreement is
part of the Mortgage File and the terms of which are reflected in the Mortgage
Loan Schedule; the substance of any such waiver, alteration or modification has
been approved by the issuer of any related Primary Insurance Policy and title
insurance policy, to the extent required by the related policies.

      (iv) The Mortgage Loan complies with all the terms, conditions and
requirements of the originator's underwriting standards in effect at the time of
origination of such Mortgage Loan.

      (v) The information set forth in the Mortgage Loan Schedule, attached to
the Agreement as Schedule I, is complete, true and correct in all material
respects as of the Cut-off Date.

      (vi) With respect to any first lien Mortgage Loan, the related Mortgage is
a valid, subsisting, enforceable and perfected first lien on the Mortgaged
Property and, with respect to any second lien Mortgage Loan, the related
Mortgage is a valid, subsisting, enforceable and perfected second lien on the
Mortgaged Property, and all buildings on the Mortgaged Property and all
installations and mechanical, electrical, plumbing, heating and air conditioning
systems affixed to such buildings, and all additions, alterations and
replacements made at any time with respect to the foregoing securing the
Mortgage Note's


                                      IV-1
<PAGE>

original principal balance. The Mortgage and the Mortgage Note do not contain
any evidence of any security interest or other interest or right thereto. Such
lien is free and clear of all adverse claims, liens and encumbrances having
priority over the first or second lien, as applicable, of the Mortgage subject
only to (1) with respect to any Second Mortgage Loan, the related First Mortgage
Loan, (2) the lien of non-delinquent current real property taxes and assessments
not yet due and payable, (3) covenants, conditions and restrictions, rights of
way, easements and other matters of the public record as of the date of
recording which are acceptable to mortgage lending institutions generally and
either (A) which are referred to or otherwise considered in the appraisal made
for the originator of the Mortgage Loan, or (B) which do not adversely affect
the appraised value of the Mortgaged Property as set forth in such appraisal,
and (4) other matters to which like properties are commonly subject which do not
materially interfere with the benefits of the security intended to be provided
by the Mortgage or the use, enjoyment, value or marketability of the related
Mortgaged Property. Any security agreement, chattel mortgage or equivalent
document related to and delivered in connection with the Mortgage Loan
establishes and creates (1) with respect to any First Mortgage Loan, a valid,
subsisting, enforceable and perfected first lien and first priority security
interest and (2) with respect to any second lien Mortgage Loan, a valid,
subsisting, enforceable and perfected second lien and second priority security
interest, in each case, on the property described therein, and the Seller has
the full right to sell and assign the same to the Depositor.

      (vii) There are no mechanics' or similar liens or claims which have been
filed for work, labor or material (and no rights are outstanding that under law
could give rise to such liens) affecting the related Mortgaged Property which
are or may be liens prior to or equal to the lien of the related Mortgage.

      (viii) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which previously
became due and owing have been paid, or escrow funds have been established in an
amount sufficient to pay for every such escrowed item which remains unpaid and
which has been assessed but is not yet due and payable.

      (ix) The Mortgage Note and the Mortgage are not subject to any right of
rescission, set-off, counterclaim or defense, including, without limitation, the
defense of usury, nor will the operation of any of the terms of the Mortgage
Note or the Mortgage, or the exercise of any right thereunder, render the
Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any
right of rescission, set-off, counterclaim or defense, including the defense of
usury, and no such right of rescission, set-off, counterclaim or defense has
been asserted with respect thereto.

      (x) The Mortgaged Property is not subject to any material damage by waste,
fire, earthquake, windstorm, flood or other casualty. At origination of the
Mortgage Loan there was, and there currently is, no proceeding pending for the
total or partial condemnation of the Mortgaged Property.

      (xi) All improvements subject to the Mortgage which were considered in
determining the appraised value of the Mortgaged Property lie wholly within the
boundaries and building restriction lines of the Mortgaged Property (and wholly
within the project with respect to a condominium unit) and no improvements on
adjoining properties encroach upon the Mortgaged Property except those which are
insured against by a title insurance policy and all improvements on the property
comply with all applicable zoning and subdivision laws and ordinances.


                                      IV-2
<PAGE>

      (xii) Seller has delivered or caused to be delivered to the Trustee or the
Custodian on behalf of the Trustee the original Mortgage bearing evidence that
such instruments have been recorded in the appropriate jurisdiction where the
Mortgaged Property is located as determined by the Seller (or, in lieu of the
original of the Mortgage or the assignment thereof, a duplicate or conformed
copy of the Mortgage or the instrument of assignment, if any, together with a
certificate of receipt from the Seller or the settlement agent who handled the
closing of the Mortgage Loan, certifying that such copy or copies represent true
and correct copy(ies) of the original(s) and that such original(s) have been or
are currently submitted to be recorded in the appropriate governmental recording
office of the jurisdiction where the Mortgaged Property is located) or a
certification or receipt of the recording authority evidencing the same.

      (xiii) The Mortgage File contains each of the documents specified in
Section 2.01(b) of the Agreement.

      (xiv) As of the Closing Date, each Mortgage Loan shall be serviced in all
material respects in accordance with the terms of the Agreement.

      (xv) All buildings or other customarily insured improvements upon the
Mortgaged Property are insured by an insurer acceptable under the FNMA Guides,
against loss by fire, hazards of extended coverage and such other hazards as are
provided for in the FNMA Guides or by FHLMC, as well as all additional
requirements set forth in this Agreement. All such standard hazard policies are
in full force and effect and on the date of origination contained a standard
mortgagee clause naming the Seller and its successors in interest and assigns as
loss payee and such clause is still in effect and all premiums due thereon have
been paid. If at the time of origination, the Mortgage Loan was required to have
flood insurance coverage in accordance with the Flood Disaster Protection Act of
1973, as amended, such Mortgage Loan is covered by a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration which policy conforms to FNMA and FHLMC requirements, as well as
all additional requirements set forth in this Agreement. Such policy was issued
by an insurer acceptable under FNMA or FHLMC guidelines. The Mortgage obligates
the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost
and expense, and upon the Mortgagor's failure to do so, authorizes the holder of
the Mortgage to maintain such insurance at the Mortgagor's cost and expense and
to seek reimbursement therefor from the Mortgagor.

      (xvi) With respect to each Mortgage Loan that has a Prepayment Penalty
feature, each such Prepayment Penalty is enforceable and, at the time such
Mortgage Loan was originated, each Prepayment Penalty complied with applicable
federal, state and local law, subject to federal preemption where applicable.

      (xvii) As of the Cut-off Date, no Mortgage Loan is (a) a non-performing
loan (i.e. a mortgage loan that is more than 90 days delinquent); (b) a
re-performing loan (i.e. a mortgage loan that was more than 90 days delinquent
within the twelve month period preceding the Cut-off Date but is contractually
current); or (c) a sub-performing loan (i.e. a mortgage loan that is at least 30
days delinquent but subject to a payment plan or agreement pursuant to which the
Mortgagor is contractually current).

      (xviii) The Mortgage Note and the related Mortgage are original and
genuine and each is the legal, valid and binding obligation of the maker
thereof, enforceable in all respects in accordance with its terms


                                      IV-3
<PAGE>

subject to bankruptcy, insolvency, moratorium, reorganization and other laws of
general application affecting the rights of creditors and by general equitable
principles.

      (xix) To the knowledge of the Seller, (i) no proceeds from any Mortgage
Loan were used to finance single-premium credit insurance policies, (ii) no
Mortgage Loan originated prior to October 1, 2002 will impose a Prepayment
Penalty for a term in excess of five years and no Mortgage Loan originated on or
after October 1, 2002 will impose a Prepayment Penalty for a term in excess of
three years, (iii) the related Servicer of each Mortgage Loan has fully
furnished, in accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information on its borrower credit files to
Equifax, Experian and Trans Union Credit Information on a monthly basis, (iv)
the original principal balance of each Mortgage Loan is within Freddie Mac's
dollar amount for conforming one- to four-family mortgage loans and (v) no
Mortgage Loan secured by a Mortgaged Property located in the State of Georgia
was originated on or after October 1, 2002 and before March 7, 2003, no Mortgage
Loan secured by a Mortgaged Property located in the State of Georgia, originated
on or after October 1, 2002 and before March 7, 2003 is subject to the Georgia
Fair Lending Act (HB 1361) and no Mortgage Loan secured by Mortgaged Property
located in the State of Georgia that was originated on or after March 7, 2003 is
a "high cost home loan" as defined in the Georgia Fair Lending Act (HB 1361), as
amended.

      (xx) Each Mortgage Loan at the time it was made complied in all material
respects with applicable local, state and federal laws, including, but not
limited to, all applicable predatory and abusive lending laws.

      (xxi) No Mortgage Loan is classified as (a) a "high cost mortgage loan"
under the Home Ownership and Equity Protection Act of 1994 or (b) a "high cost
home," "covered," "high cost," "high risk home" or "predatory" loan under any
other applicable state, federal or local law (or a similarly classified loan
using different terminology under a law imposing heightened regulatory scrutiny
or additional legal liability for residential mortgage loans having high
interest rates, points and/or fees).


                                      IV-4