Pooling and Servicing Agreement





EXECUTION COPY










DELTA FUNDING CORPORATION,

as Seller,







RENAISSANCE MORTGAGE ACCEPTANCE CORP.,
as Depositor,







OCWEN FEDERAL BANK FSB,

as Servicer







and







WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee




_______________________




POOLING AND SERVICING AGREEMENT




Dated as of March 1, 2004

______________________







Home Equity Loan Asset-Backed Certificates,

Series 2004-1




 







TABLE OF CONTENTS

                                                                                                                                       &nb


sp;         Page 

ARTICLE I
Definitions

Section
1.01. Definitions.

1

Section
1.02. Interest Calculations.

38

ARTICLE II
Conveyance of Initial Mortgage Loans; Original
Issuance of Certificates; Tax Treatment

Section
2.01. Conveyance of Initial Mortgage Loans.

38

Section
2.02. Acceptance by Trustee.

42

Section
2.03. Representations and Warranties Regarding the Seller, the Servicer

and
the Depositor.

44

Section
2.04. Representations and Warranties of the Seller Regarding the Mortgage

Loans.

49

Section
2.05. Substitution of Mortgage Loans.

58

Section
2.06. Execution and Authentication of Certificates.

59

Section
2.07. Designation of Interests in REMICs.

59

Section
2.08. Designation of Startup Day of REMIC.

59

Section
2.09. REMIC Certificate Maturity Date.

68

Section
2.10. Tax Returns and Reports to Certificateholders.

68

Section
2.11. Tax Matters Person.

69

Section
2.12. REMIC Related Covenants.

69

Section
2.13. Subsequent Transfers.

73

ARTICLE III
Administration and Servicing of Mortgage Loans

Section
3.01. The Servicer.

75

Section
3.02. Collection of Certain Mortgage Loan Payments.

78

Section
3.03. Withdrawals from the Collection Account.

79

Section
3.04. Maintenance of Hazard Insurance; Property Protection Expenses.

80

Section
3.05. Maintenance of Mortgage Impairment Insurance Policy.

81

Section
3.06. Management and Realization Upon Defaulted Mortgage Loans.

81

Section
3.07. Trustee to Cooperate.

83

Section
3.08. Servicing Compensation; Payment of Certain Expenses by Servicer.

84

Section
3.09. Annual Statement as to Compliance.

84

Section
3.10. Annual Servicing Review.

84

Section
3.11. Access to Certain Documentation and Information Regarding the

Mortgage
Loans.

85

Section
3.12. Maintenance of Certain Servicing Insurance Policies.

85

Section
3.13. Reports to the Securities and Exchange Commission.

85

Section
3.14. Reports of Foreclosures and Abandonments of Mortgaged Properties,

Returns
Relating to Mortgage Interest Received from Individuals and

Returns
Relating to Cancellation of Indebtedness.

88

Section
3.15. Advances by the Servicer.

88

Section
3.16. Optional Purchase of Defaulted Mortgage Loans.

89

Section
3.17. Superior Liens.

89

Section
3.18. Assumption Agreements.

90

Section
3.19. Payment of Taxes, Insurance and Other Charges.

90

Section
3.20. Advance Facility.

91

Section
3.21. Covenants of the Servicer and Representations of the Seller Regarding

Prepayment
Charges.

93

ARTICLE IV
Pre-Funding Account and First Payment Loan
Account

Section
4.01. [Reserved.]

94

Section
4.02. Pre-Funding Account.

94

Section
4.03. [Reserved.]

95

Section
4.04. First Payment Loan Account.

95

ARTICLE V
Payments and Statements to Certificateholders; Rights
of Certificateholders

Section
5.01. Distributions.

96

Section
5.02. Compensating Interest..

99

Section
5.03. Statements.

99

Section
5.04. Distribution Account.

103

Section
5.05. Investment of Accounts.

103

Section
5.06. Allocation of Losses.

104

Section
5.07. The Interest Rate Cap Agreements.

104

Section
5.08. Net Rate Cap Fund.

105

ARTICLE VI
The Certificates

Section
6.01. The Certificates.

108

Section
6.02. Registration of Transfer and Exchange of Certificates.

109

Section
6.03. Mutilated, Destroyed, Lost or Stolen Certificates.

113

Section
6.04. Persons Deemed Owners.

113

Section
6.05. Appointment of Paying Agent.

114

ARTICLE VII
The Seller, The Depositor and The Servicer

Section
7.01. Liability of the Seller and the Servicer.

114

Section
7.02. Merger or Consolidation of, or Assumption of the Obligations of, the 

Depositor,
the Seller or the Servicer.

114

Section
7.03. Limitation on Liability of the Seller, the Depositor, the Servicer and
Others.

114

Section
7.04. Servicer Not to Resign; Pledge of Servicing Rights.

115

Section
7.05. Delegation of Duties.

116

Section
7.06. Indemnification of the Trust by the Servicer.

116

ARTICLE VIII
Default

Section
8.01. Events of Default.

116

Section
8.02. Appointment of Successor.

119

Section
8.03. Waiver of Defaults.

121

Section
8.04. Notification to Certificateholders.

121

ARTICLE IX
The Trustee

Section
9.01. Duties of Trustee.

121

Section
9.02. Certain Matters Affecting the Trustee.

123

Section
9.03. Trustee Not Liable for Certificates or Mortgage Loans.

124

Section
9.04. Trustee May Own Certificates.

125

Section
9.05. Trustee Fees and Expenses.

125

Section
9.06. Eligibility Requirements for Trustee.

126

Section
9.07. Resignation or Removal of Trustee.

126

Section
9.08. Successor Trustee.

127

Section
9.09. Merger or Consolidation of Trustee.

127

Section
9.10. Appointment of Co-Trustee or Separate Trustee.

127

Section
9.11. Limitation of Liability.

129

Section
9.12. Trustee May Enforce Claims Without Possession of Certificates; 

Inspection.

129

Section
9.13. Suits for Enforcement..

129

Section
9.14. Appointment of Custodians.

129

ARTICLE X
Termination

Section
10.01. Termination.

130

Section
10.02. Additional Termination Requirements.

131

ARTICLE XI 
Miscellaneous Provisions

Section
11.01. Amendment.

132

Section
11.02. Recordation of Agreement.

134

Section
11.03. Limitation on Rights of Certificateholders.

134

Section
11.04. Governing Law.

135

Section
11.05. Notices.

135

Section
11.06. Severability of Provisions.

136

Section
11.07. Assignment.

136

Section
11.08. Certificates Nonassessable and Fully Paid.

136

Section
11.09. Third-Party Beneficiaries.

137

Section
11.10. Counterparts.

137

Section
11.11. Effect of Headings and Table of Contents.

137

Section
11.12. Mortgage Loans and Accounts Held for Benefit of the
Certificateholders.

137

Section
11.13. Waiver of Jury Trial.

137




EXHIBIT
A

FORMS
OF OFFERED CERTIFICATES

A-1

EXHIBIT
B-1

FORM
OF CLASS BIO CERTIFICATE

B-1-1

EXHIBIT
B-2

FORM
OF CLASS R CERTIFICATES

B-2-1

EXHIBIT
B-3

FORM
OF CLASS P CERTIFICATES

B-3-1

EXHIBIT
C

MORTGAGE
LOAN SCHEDULE

C-1

EXHIBIT
D

FORM
OF SUBSEQUENT TRANSFER AGREEMENT

D-1

EXHIBIT
E

FORM
OF MORTGAGE NOTE

E-1

EXHIBIT
F

FORM
OF MORTGAGE

F-1

EXHIBIT
G

TRANSFER
AFFIDAVITS

G-1

EXHIBIT
H

LETTER
OF REPRESENTATIONS

H-1

EXHIBIT
I

FORM
OF REQUEST FOR RELEASE FOR DOCUMENTS

I-1

EXHIBIT
J

[RESERVED]

J-1

EXHIBIT
K

FORM
OF CUSTODIAL AGREEMENT

K-1

EXHIBIT
L

DELINQUENCY
AND LOSS INFORMATION

 L-1

EXHIBIT
M

FORM
OF TRANSFEROR CERTIFICATE 

M-1

EXHIBIT
N-1

FORM
OF INVESTMENT LETTER (NON-RULE 144A)

N-1-1

EXHIBIT
N-2

FORM
OF RULE 144A LETTER 

N-2-1

EXHIBIT
O

FORM
OF INITIAL CERTIFICATION

O-1

EXHIBIT
P

FORM
OF FINAL CERTIFICATION

P-1

EXHIBIT
Q

FORM
OF INTEREST RATE CAP AGREEMENT

Q-1

EXHIBIT
R

PREPAYMENT
CHARGE SCHEDULE

R-1

EXHIBIT
S

SUBSEQUENT
FUNDING PARAMETERS

S-1

EXHIBIT
T

FORM
OF TRUSTEE CERTIFICATION TO THE DEPOSITOR

PURSUANT
TO SECTION 3.13(d)

T-1

EXHIBIT
U

FORM
OF SERVICER CERTIFICATION TO THE DEPOSITOR

PURSUANT
TO SECTION 3.13(e) 

U-1




 







This Pooling and Servicing Agreement, dated as of March 1, 2004,
among Delta Funding Corporation, as Seller (the “Seller”), Renaissance Mortgage
Acceptance Corp., as Depositor, Ocwen Federal Bank FSB as Servicer (the
“Servicer”) and Wells Fargo Bank, National Association, as Trustee (the
“Trustee”).

W I T N E S S E T H   T H A T:

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

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 meanings specified in this Article.

Accounts:  Collectively, the Collection Account, the
First Payment Loan Account, the Pre-Funding Account and the Distribution
Account.

Addition Notice:  The notice given pursuant to Section
2.13 with respect to the transfer of Subsequent Mortgage Loans to the Trust
pursuant to such Section.

Adjusted REMIC II WAC:  For any Interest Period, the
product of (a) two, and (b) the weighted average of the interest rates on
the Class II-Q, Class II-AV-1, Class II-AV-2, Class II-AV-3, Class II-M-1, Class
II-M-2, Class II-M-3, Class II-M-4, Class II-M-5 and Class II-M-6 Interests in
REMIC II determined for this purpose by first subjecting the rate payable on the
Class II-Q Interest to a cap of zero, and subjecting the rate payable on each of
the Class II-AV-1, Class II-AV-2, Class II-AV-3, Class II-M-1, Class II-M-2,
Class II-M-3, Class II-M-4, Class II-M-5 and Class II-M-6 Interests to a cap
that corresponds to the Certificate Rate (adjusted in the case of the Class
AV-1, Class AV-2, Class AV-3, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5 and Class M-6 Certificates to reflect a 30/360 day-count convention) for the
Corresponding Class of Certificates(as described in Section 2.07) for such
Interest Period.

Adjustable Rate Certificates:  The Class AV
Certificates, the Class M-1 Certificates, the Class M-2 Certificates, the Class
M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates and the
Class M-6 Certificates.

Affiliate:  With respect to any Person, any other
Person controlling, controlled by or under common control with such
 Person.  For purposes of this definition, “control” means the power
to direct the management and policies of a Person, directly or indirectly,
whether through ownership of voting securities, by contract or otherwise and
“controlling” and “controlled” shall have meanings correlative to the
foregoing.

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

Applied Realized Loss Amounts:  As to any Distribution
Date, an amount equal to the excess, if any, of (i) the aggregate of the Class
Principal Balances of the Offered Certificates, after giving effect to all
distributions on such Distribution Date over (ii) the sum of (x) the Pool
Balance as of the last day of the related Due Period and (y) the Pre-Funded
Amount, if any, as of such Distribution Date.

Appraised Value:  The appraised value of the Mortgaged
Property based upon the appraisal made by or for the originator at the time of
the origination of the related Mortgage Loan.

Approved Servicer:  For purposes of Sections 3.01(b),
7.04 and 8.02 hereof, any established housing and home finance institution, bank
or other mortgage loan or home equity loan servicer, that meets each of the
following requirements:

1. An Approved Servicer shall be reasonably acceptable to each of
the Seller, the Depositor and the Trustee;

2. An Approved Servicer shall be either (a) an affiliate of Wells
Fargo Bank, National Association that services mortgage loans similar to the
Mortgage Loans or (b) a Person who has a rating of at least “Above Average” by
S&P and either a rating of at least “RPS2” by Fitch or a rating of at least
“SQ2” by Moody’s;

3. Each Rating Agency shall have delivered a letter to the Trustee
(such letter not to be an expense of the Trustee) prior to the appointment of
the Approved Servicer stating that the proposed appointment of such Approved
Servicer as Servicer hereunder will not result in the reduction or withdrawal of
the then current ratings of the Offered Certificates; and

4. An Approved Servicer shall have a net worth of not less than
$25,000,000.

Assignment of Mortgage:  With respect to any Mortgage,
an assignment, notice of transfer or equivalent instrument, in recordable form,
sufficient under the laws of the jurisdiction in which the related Mortgaged
Property is located to reflect the sale of the Mortgage to the Trustee.

Authorized Newspaper:  A newspaper of general
circulation in the Borough of Manhattan, The City of New York, printed in the
English language and customarily published on each Business Day, whether or not
published on Saturdays, Sundays and holidays.

Available Funds:  As to any Distribution Date, the
sum, without duplication, of the following amounts with respect to the Mortgage
Loans: (i) scheduled payments of principal and interest on the Mortgage Loans
due during the related Due Period and received by the Servicer (net of amounts
representing the Servicing Fee with respect to each Mortgage Loan and
reimbursement for Monthly Advances and Servicing Advances and other amounts
reimbursable to the Seller, the Depositor, the Servicer and the Trustee pursuant
to Sections 7.03, 3.01(g), 8.01(b) (with respect to Servicing Transfer Costs)
and 9.05 (with respect to reasonable indemnification amounts), as applicable);
(ii) Net Liquidation Proceeds, Insurance Proceeds and any Recoveries with
respect to the Mortgage Loans and unscheduled payments of principal and interest
on the Mortgage Loans received by the Servicer during the related Prepayment
Period (net of amounts representing the Servicing Fee with respect to each
Mortgage Loan and reimbursement for Monthly Advances and Servicing Advances);
(iii) the Purchase Price for repurchased Defective Mortgage Loans and any
related Substitution Adjustment Amounts; (iv) payments from the Servicer in
connection with (a) Monthly Advances, (b) Compensating Interest and (c) the
termination of the Trust with respect to the Mortgage Loans as provided in this
Agreement; (v) on the Distribution Date immediately following the end of the
Funding Period, any Excess Funding Amount; and (vi) with respect to the
Distribution Date in May 2004, amounts transferred from the First Payment Loan
Account pursuant to Section 4.04 hereof.

Balloon Loan:  Any Mortgage Loan that provided on the
date of origination for scheduled monthly payments in level amounts
substantially lower than the amount of the final scheduled payment.

Basic Principal Amount:  As to any Distribution Date,
an amount equal to the sum of the following amounts (without duplication): (i)
each scheduled payment of principal on a Mortgage Loan due during such Due
Period and received by the Servicer on or prior to the related Determination
Date; (ii) the Net Liquidation Proceeds allocable to principal, any Recoveries
and all full and partial principal prepayments received by the Servicer during
the related Prepayment Period; (iii) the portion of the Purchase Price allocable
to principal of all repurchased Defective Mortgage Loans with respect to such
Distribution Date; (iv) any Substitution Adjustment allocable to principal
received on or prior to the previous Determination Date and not yet distributed;
(v) any Monthly Advances with respect to scheduled payments of principal due
during the related Due Period; and (vi) any Excess Funding Amount.

BIF:  The Bank Insurance Fund, as from time to time
constituted, created under the Financial Institutions Reform, Recovery and
Enhancement Act of 1989, or, if at any time after the execution of this
Agreement the Bank Insurance Fund is not existing and performing duties now
assigned to it, the body performing such duties on such date.

Blanket Mortgage:  The mortgage or mortgages
encumbering a Cooperative Property.

Book-Entry Certificate:  Any Offered Certificate
registered in the name of the Depository or its nominee, ownership of which is
reflected on the books of the Depository or on the books of a Person maintaining
an account with such Depository (directly or as an indirect participant in
accordance with the rules of such Depository).

Business Day:  Any day other than a Saturday, a Sunday
or a day on which banking institutions in New York City, the States of Florida
and New Jersey or the city in which the Corporate Trust Office of the Trustee is
located are authorized or obligated by law or executive order to close.

Cap Provider:  The Royal Bank of Scotland plc, and its
successors in interest.

Certificate:  Any Offered Certificate, Class P
Certificate, Class BIO Certificate or Residual Certificate.

Certificate Balance:  As of any date of determination,
the aggregate of the Class Principal Balances of the Certificates.

Certificate Index: The rate for one month United States
dollar deposits quoted on Telerate Page 3750 as of 11:00 A.M., London time, on
the second LIBOR Business Day prior to the first day of any Interest Period
relating to the Adjustable Rate Certificates.  “Telerate Page 3750” means
the display designated as page 3750 on Bridge Telerate Service (or such other
page as may replace page 3750 on that service for the purpose of displaying
London interbank offered rates of major banks).  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 after
consultation with the Seller), the rate will be the Reference Bank Rate.
 If no such quotations can be obtained and no Reference Bank Rate is
available, the Certificate Index will be the Certificate Index applicable to the
preceding Distribution Date.  On the second LIBOR Business Day immediately
preceding each Distribution Date, the Trustee shall determine the Certificate
Index for the Interest Period commencing on such Distribution Date and inform
the Seller and the Servicer of such rate.

Certificate Margin:  As to any Adjustable Rate
Certificate, the respective amount set forth below:

	
      Class
	
        Certificate Margin  

	 	
      (1)
	
      (2)

	
      AV-1
	
      0.380%
	
      0.760%

	
      AV-2
	
      0.160%
	
      0.320%

	
      AV-3
	
      0.470%
	
      0.940%

	
      M-1
	
      0.580%
	
      0.870%

	
      M-2
	
      1.250%
	
      1.875%

	
      M-3
	
      1.450%
	
      2.175%

	
      M-4
	
      1.800%
	
      2.700%

	
      M-5
	
      1.950%
	
      2.925%

	
      M-6
	
      3.500%
	
      5.250%






__________

(1)

On
or before the Optional Termination Date.

(2)

After
the Optional Termination Date.




Certificate Owner:  The Person who is the beneficial
owner of a Book-Entry Certificate.




Certificate Rate:  As to any Class of Certificates,
the respective per annum rate set forth or described below:




	
      Class
	
      Certificate
      Rate

	 	 
	
      AV-1
	
      (1)

	
      AV-2
	
      (1)

	
      AV-3
	
      (1)

	
      A-IO-1
	
      (2)

	
      A-IO-2
	
      (3)

	
      M-1
	
      (1)

	
      M-2
	
      (1)

	
      M-3
	
      (1)

	
      M-4
	
      (1)

	
      M-5
	
      (1)

	
      M-6
	
      (1)

	
      BIO
	
      (4)

	
      P
	
      0%

	
      R-1
	
      0%

	
      R-2
	
      0%

	
      R-3
	
      0%

	
      R-4
	
      0%

	
      R-5
	
      0%

	 	 
	
      __________



(1)

As
to any Distribution Date, the lesser of (i) the Certificate Index plus the
applicable Certificate Margin and (ii) the Net Rate Cap.

(2)

With
respect to the first 12 Interest Periods, the rate set forth below for the
related Distribution Date and 0% thereafter.







	
      Distribution
      Date
	
      Class
      A-IO-1 Certificate Rate

	
      April
      2004
	
      0.700%

	
      May
      2004
	
      1.800%

	
      June
      2004
	
      1.800%

	
      July
      2004
	
      1.800%

	
      August
      2004
	
      1.800%

	
      September
      2004
	
      1.800%

	
      October
      2004
	
      1.800%

	
      November
      2004
	
      1.500%

	
      December
      2004
	
      1.500%

	
      January
      2005
	
      1.500%

	
      February
      2005
	
      1.400%

	
      March
      2005
	
      1.400%

	
      April
      2005 and thereafter
	
      0.000%






(3)

With
respect to the first 24 Interest Periods, the rate set forth below for the
related Distribution Date and 0% thereafter.




	
      Distribution
      Date
	
      Class
      A-IO-2 Certificate Rate

	
      April
      2004
	
      0.100%

	
      May
      2004
	
      0.500%

	
      June
      2004
	
      0.500%

	
      July
      2004
	
      0.500%

	
      August
      2004
	
      0.400%

	
      September
      2004
	
      0.400%

	
      October
      2004
	
      0.400%

	
      November
      2004
	
      0.400%

	
      December
      2004
	
      0.400%

	
      January
      2005
	
      0.400%

	
      February
      2005
	
      0.400%

	
      March
      2005
	
      0.400%

	
      April
      2005 
	
      1.750%

	
      May
      2005
	
      1.750%

	
      June
      2005
	
      1.750%

	
      July
      2005
	
      1.750%

	
      August
      2005
	
      1.750%

	
      September
      2005
	
      1.750%

	
      October
      2005
	
      1.750%

	
      November
      2005
	
      1.750%

	
      December
      2005
	
      1.750%

	
      January
      2006
	
      1.750%

	
      February
      2006
	
      1.750%

	
      March
      2006
	
      1.750%

	
      April
      2006 and thereafter
	
      0.000%

	 	 


(4)

Calculated
as provided in the definition of “Class BIO Certificate Rate.”




Certificate Register and Certificate Registrar:  The
register maintained and the registrar appointed pursuant to Section 6.02.

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, direction, waiver or request pursuant to this
Agreement, (x) any Offered Certificate registered in the name of the Seller or
the Depositor or any Person known to a Responsible Officer to be an Affiliate of
the Seller or the Depositor and (y) any Offered Certificate for which the Seller
or the Depositor or any Person known to a Responsible Officer to be an Affiliate
of the Seller or the Depositor is the Certificate Owner or Holder shall be
deemed not to be outstanding (unless to the knowledge of a Responsible Officer
(i) the Seller or such Affiliate is acting as trustee or nominee for a Person
who is not an Affiliate of such Seller or the Depositor and who makes the voting
decision with respect to such Offered Certificates or (ii) the Seller or the
Depositor or such Affiliate is the Certificate Owner or Holder of all the
Certificates of a Class, but only with respect to the Class as to which the
Seller or the Depositor or such Affiliate owns all the Certificates) and the
Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite amount of Percentage Interests necessary to
effect any such consent, direction, waiver or request has been obtained.

Certification:  As defined in Section 3.13 herein.

Civil Relief Act:  The Servicemembers Civil Relief Act
and similar state laws.

Civil Relief Act Interest Shortfall:  With respect to
any Distribution Date, for any Mortgage Loan as to which there has been a
reduction in the amount of interest collectible thereon for the most recently
ended Due Period as a result of the application of the Civil Relief Act, the
amount by which (i) interest collectible on such Mortgage Loan during such Due
Period is less than (ii) one month’s interest on the Principal Balance of such
Mortgage Loan at the Loan Rate for such Mortgage Loan before giving effect to
the application of the Civil Relief Act.

Class:  All Certificates having the same
designation.

Class A-IO Certificates:  The Class A-IO-1 and Class
A-IO-2 Certificates.

Class A-IO-1 Certificate:  Any Certificate executed
and authenticated by the Trustee substantially in the form attached hereto as
Exhibit A and designated as a Class A-IO-1 Certificate pursuant to Section
6.01.

Class A-IO-2 Certificate:  Any Certificate executed
and authenticated by the Trustee substantially in the form attached hereto as
Exhibit A and designated as a Class A-IO-2 Certificate pursuant to Section
6.01.

Class AV Certificates:  The Class AV-1, Class AV-2 and
Class AV-3 Certificates.

Class AV-1 Certificate:  Any Certificate executed and
authenticated by the Trustee substantially in the form attached hereto as
Exhibit A and designated as a Class AV-1 Certificate pursuant to Section
6.01.

Class AV-1 Interest Rate Cap Agreement:  The interest
rate cap agreement relating to the Class AV-1 Certificates, dated March 30, 2004
between the Cap Provider and the Trustee, on behalf of the Trust, substantially
in the form of Exhibit Q hereto.

Class AV-2 Certificate:  Any Certificate executed and
authenticated by the Trustee substantially in the form attached hereto as
Exhibit A and designated as a Class AV-2 Certificate pursuant to Section
6.01.

Class AV-2 Interest Rate Cap Agreement:  The interest
rate cap agreement relating to the Class AV-2 Certificates, dated March 30, 2004
between the Cap Provider and the Trustee, on behalf of the Trust, substantially
in the form of Exhibit Q hereto.

Class AV-3 Certificate:  Any Certificate executed and
authenticated by the Trustee substantially in the form attached hereto as
Exhibit A and designated as a Class AV-3 Certificate pursuant to Section
6.01.

Class AV-3 Interest Rate Cap Agreement:  The interest
rate cap agreement relating to the Class AV-3 Certificates, dated March 30, 2004
between the Cap Provider and the Trustee, on behalf of the Trust, substantially
in the form of Exhibit Q hereto.

Class BIO Certificate:  Any Certificate executed and
authenticated by the Trustee substantially in the form attached hereto as
Exhibit B-1 and designated as a Class BIO Certificate pursuant to Section
6.01.

Class BIO Certificate Rate:  For each Distribution
Date (and the related Interest Period) the Class BIO Certificate shall bear
interest at a rate equal to the excess of (i) the weighted average of the
interest rates on the Class II-AV-1, II-AV-2, II-AV-3, Class II-M-1, Class
II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6 and Class II-Q
Interests, weighted on the basis of the principal balance of each such REMIC II
Interest, over (b) the Adjusted REMIC II WAC.  For any Distribution Date,
interest that accrues on the Class BIO Interest shall be deferred to the extent
of any increase in the Overcollateralization Amount on such date.  Such
deferred interest shall not itself bear interest.

Class BIO Distribution Amount:  On any Distribution
Date, the excess of (a) the sum of (i) the Class BIO Initial Principal Balance,
(ii) all interest accrued on the Class BIO Notional Amount at the Class BIO
Certificate Rate for the Interest Period related to such Distribution Date and
for all prior Interest Periods and (iii) all interest accrued on the Class
II-Subs-IO Interest, over (b) the sum of all amounts distributed on prior
Distribution Dates with respect to the Class BIO Certificate pursuant to Section
5.01(a)(18) and (20) hereof.

Class BIO Notional Amount:  On any Distribution Date,
an amount equal to the aggregate of the principal balances of the Class II-AV-1,
II-AV-2, II-AV-3, Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class
II-M-5, Class II-M-6 and Class II-Q Interests for such Distribution Date,
determined before taking into account distributions on such Distribution Date
(i.e., the sum of the Pool Balance and the Pre-Funded Amount as of the
first day of the related Due Period).

Class BIO Initial Principal Balance:  An amount equal
to the initial Overcollateralization Amount as of the Closing Date.  The
Class BIO Certificates shall not accrue interest on this balance, but instead,
will accrue interest on the Class BIO Notional Amount.

Class II-IO-Subs Interest:  As defined in Section
2.07.

Class Interest Carryover Shortfall:  As to any Class
of Regular Certificates and any Distribution Date, an amount equal to the sum of
(i) the excess of the related Class Monthly Interest Amount for the preceding
Distribution Date and any Outstanding Class Interest Carryover Shortfall with
respect to such Class on such preceding Distribution Date, over the amount in
respect of interest that is actually distributed to the Holders of such Class on
such preceding Distribution Date plus (ii) one month’s interest on such excess,
to the extent permitted by law, at the related Certificate Rate.

Class Interest Distribution:  As to any Class of
Regular Certificates and Distribution Date, an amount equal to the sum of (a)
the related Class Monthly Interest Amount and (b) any Class Interest Carryover
Shortfall for such Class of Certificates for such Distribution Date.

Class M-1 Certificate:  Any Certificate executed and
authenticated by the Trustee substantially in the form attached hereto as
Exhibit A and designated as a Class M-1 Certificate pursuant to Section
6.01.

Class M-1 Interest Rate Cap Agreement:  The interest
rate cap agreement relating to the Class M-1 Certificates, dated March 30, 2004
between the Cap Provider and the Trustee, on behalf of the Trust, substantially
in the form of Exhibit Q hereto.

Class M-1 Principal Distribution Amount:  As to any
Distribution Date on or after the Stepdown Date, (x) 100% of the Principal
Distribution Amount if the aggregate Class Principal Balance of the Class AV
Certificates has been reduced to zero and a Delinquency Event exists, or (y) if
the Class AV Certificates are outstanding and a Delinquency Event is not in
effect: the excess of (1) the sum of (A) the aggregate Class Principal Balance
of the Class AV Certificates (after giving effect to distributions of the Senior
Principal Distribution Amount for such Distribution Date) and (B) the Class
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date over (2) the lesser of (A) 78.30% of the Pool Balance as of
the last day of the related Due Period, minus the Subordination Required
Overcollateralization Amount for that Distribution Date and (B) the Pool Balance
as of the last day of the related Due Period minus the OC Floor.

Class M-2 Certificate:  Any Certificate executed and
authenticated by the Trustee substantially in the form attached hereto as
Exhibit A and designated a Class M-2 Certificate pursuant to Section 6.01.

Class M-2 Interest Rate Cap Agreement:  The interest
rate cap agreement relating to the Class M-2 Certificates, dated March 30, 2004
between the Cap Provider and the Trustee, on behalf of the Trust, substantially
in the form of Exhibit Q hereto.

Class M-2 Principal Distribution Amount:  As to any
Distribution Date on or after the Stepdown Date, (x) 100% of the Principal
Distribution Amount if the aggregate Class Principal Balances of the Class AV
and Class M-1 Certificates have been reduced to zero and a Delinquency Event
exists, or (y) if the Class AV and Class M-1 Certificates are outstanding and a
Delinquency Event is not in effect: the excess of (1) the sum of (A) the
aggregate Class Principal Balance of the Class AV Certificates (after giving
effect to distributions of the Senior Principal Distribution Amount for such
Distribution Date), (B) the Class Principal Balance of the Class M-1
Certificates (after giving effect to distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date) and (C) the Class Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date over (2) the lesser of (A) 88.80% of the Pool Balance as of the last day of
the related Due Period, minus the Subordination Required Overcollateralization
Amount for that Distribution Date and (B) the Pool Balance as of the last day of
the related Due Period minus the OC Floor.

Class M-3 Certificate:  Any Certificate executed and
authenticated by the Trustee substantially in the form attached hereto as
Exhibit A and designated a Class M-3 Certificate pursuant to Section 6.01.

Class M-3 Interest Rate Cap Agreement:  The interest
rate cap agreement relating to the Class M-3 Certificates, dated March 30, 2004
between the Cap Provider and the Trustee, on behalf of the Trust, substantially
in the form of Exhibit Q hereto.

Class M-3 Principal Distribution Amount:  As to any
Distribution Date on or after the Stepdown Date, (x) 100% of the Principal
Distribution Amount if the aggregate Class Principal Balances of the Class AV,
Class M-1 and Class M-2 Certificates have been reduced to zero and a Delinquency
Event exists, or (y) if the Class AV, Class M-1 and Class M-2 Certificates are
outstanding and a Delinquency Event is not in effect: the excess of (1) the sum
of (A) the aggregate Class Principal Balance of the Class AV Certificates (after
giving effect to distributions of the Senior Principal Distribution Amount for
such Distribution Date), (B) the Class Principal Balance of the Class M-1
Certificates (after giving effect to distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date), (C) the Class Principal Balance
of the Class M-2 Certificates (after giving effect to distribution of the Class
M-2 Principal Distribution Amount for such Distribution Date) and (D) the Class
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date over (2) the lesser of (A) 92.30% of the Pool Balance as of
the last day of the related Due Period, minus the Subordination Required
Overcollateralization Amount for that Distribution Date and (B) the Pool Balance
as of the last day of the related Due Period minus the OC Floor.

Class M-4 Certificate:  Any Certificate executed and
authenticated by the Trustee substantially in the form attached hereto as
Exhibit A and designated a Class M-4 Certificate pursuant to Section 6.01.

Class M-4 Interest Rate Cap Agreement:  The interest
rate cap agreement relating to the Class M-4 Certificates, dated March 30, 2004
between the Cap Provider and the Trustee, on behalf of the Trust, substantially
in the form of Exhibit Q hereto.

Class M-4 Principal Distribution Amount:  As to any
Distribution Date on or after the Stepdown Date, (x) 100% of the Principal
Distribution Amount if the aggregate Class Principal Balances of the Class AV,
Class M-1, Class M-2 and Class M-3 Certificates have been reduced to zero and a
Delinquency Event exists, or (y) if the Class AV, Class M-1, Class M-2 and Class
M-3 Certificates are outstanding and a Delinquency Event is not in effect: the
excess of (1) the sum of (A) the aggregate Class Principal Balance of the Class
AV Certificates (after giving effect to distributions of the Senior Principal
Distribution Amount for such Distribution Date), (B) the Class Principal Balance
of the Class M-1 Certificates (after giving effect to distribution of the Class
M-1 Principal Distribution Amount for such Distribution Date), (C) the Class
Principal Balance of the Class M-2 Certificates (after giving effect to
distribution of the Class M-2 Principal Distribution Amount for such
Distribution Date), (D) the Class Principal Balance of the Class M-3
Certificates (after giving effect to distribution of the Class M-3 Principal
Distribution Amount for such Distribution Date) and (E) the Class Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date over (2) the lesser of (A) 95.30% of the Pool Balance as of the last day of
the related Due Period, minus the Subordination Required Overcollateralization
Amount for that Distribution Date and (B) the Pool Balance as of the last day of
the related Due Period minus the OC Floor.

Class M-5 Certificate:  Any Certificate executed and
authenticated by the Trustee substantially in the form attached hereto as
Exhibit A and designated a Class M-5 Certificate pursuant to Section 6.01.

Class M-5 Interest Rate Cap Agreement:  The interest
rate cap agreement relating to the Class M-5 Certificates, dated March 30, 2004
between the Cap Provider and the Trustee, on behalf of the Trust, substantially
in the form of Exhibit Q hereto.

Class M-5 Principal Distribution Amount:  As to any
Distribution Date on or after the Stepdown Date, (x) 100% of the Principal
Distribution Amount if the aggregate Class Principal Balances of the Class AV,
Class M-1, Class M-2, Class M-3 and Class M-4 Certificates have been reduced to
zero and a Delinquency Event exists, or (y) if the Class AV, Class M-1, Class
M-2, Class M-3 and Class M-4 Certificates are outstanding and a Delinquency
Event is not in effect: the excess of (1) the sum of (A) the aggregate Class
Principal Balance of the Class AV Certificates (after giving effect to
distributions of the Senior Principal Distribution Amount for such Distribution
Date), (B) the Class Principal Balance of the Class M-1 Certificates (after
giving effect to distribution of the Class M-1 Principal Distribution Amount for
such Distribution Date), (C) the Class Principal Balance of the Class M-2
Certificates (after giving effect to distribution of the Class M-2 Principal
Distribution Amount for such Distribution Date), (D) the Class Principal Balance
of the Class M-3 Certificates (after giving effect to distribution of the Class
M-3 Principal Distribution Amount for such Distribution Date), (E) the Class
Principal Balance of the Class M-4 Certificates (after giving effect to
distribution of the Class M-4 Principal Distribution Amount for such
Distribution Date) and (F) the Class Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date over (2) the lesser of
(A) 97.80% of the Pool Balance as of the last day of the related Due Period,
minus the Subordination Required Overcollateralization Amount for that
Distribution Date and (B) the Pool Balance as of the last day of the related Due
Period minus the OC Floor.

Class M-6 Certificate:  Any Certificate executed and
authenticated by the Trustee substantially in the form attached hereto as
Exhibit A and designated a Class M-6 Certificate pursuant to Section 6.01.

Class M-6 Interest Rate Cap Agreement:  The interest
rate cap agreement relating to the Class M-6 Certificates, dated March 30, 2004
between the Cap Provider and the Trustee, on behalf of the Trust, substantially
in the form of Exhibit Q hereto.

Class M-6 Principal Distribution Amount:  As to any
Distribution Date on or after the Stepdown Date, (x) 100% of the Principal
Distribution Amount if the aggregate Class Principal Balances of the Class AV,
Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates have been
reduced to zero and a Delinquency Event exists, or (y) if the Class AV, Class
M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates are outstanding
and a Delinquency Event is not in effect: the excess of (1) the sum of (A) the
aggregate Class Principal Balance of the Class A Certificates (after giving
effect to distributions of the Senior Principal Distribution Amount for such
Distribution Date), (B) the Class Principal Balance of the Class M-1
Certificates (after giving effect to distribution of the Class M-1 Principal
Distribution Amount for such Distribution Date), (C) the Class Principal Balance
of the Class M-2 Certificates (after giving effect to distribution of the Class
M-2 Principal Distribution Amount for such Distribution Date), (D) the Class
Principal Balance of the Class M-3 Certificates (after giving effect to
distribution of the Class M-3 Principal Distribution Amount for such
Distribution Date), (E) the Class Principal Balance of the Class M-4
Certificates (after giving effect to distribution of the Class M-4 Principal
Distribution Amount for such Distribution Date), (F) the Class Principal Balance
of the Class M-5 Certificates (after giving effect to distribution of the Class
M-5 Principal Distribution Amount for such Distribution Date) and (G) the Class
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date over (2) the lesser of (A) 100.00% of the Pool Balance as of
the last day of the related Due Period, minus the Subordination Required
Overcollateralization Amount for that Distribution Date and (B) the Pool Balance
as of the last day of the related Due Period minus the OC Floor.

Class Monthly Interest Amount:  As to any Distribution
Date and Class of Regular Certificates, interest (i) for the related Interest
Period at the related Certificate Rate on the related Class Principal Balance or
Notional Amount immediately prior to that Distribution Date minus (ii) such
Class’ pro rata portion of any Civil Relief Act Interest Shortfall during the
related Due Period based on the amount of interest to which each such Class
would otherwise be entitled in the absence of such shortfall.

Class P Certificate:  Any Certificate executed and
authenticated by the Trustee substantially in the form attached hereto as
Exhibit B-3 and designated as a Class P Certificate pursuant to Section
6.01.

Class Principal Balance:  As of any date of
determination and Class of Certificates, other than the Class A-IO Certificates,
the Original Class Principal Balance for such Class reduced by the sum of all
amounts previously distributed to the Certificateholders of such Class in
respect of principal from the related Principal Distribution Amount on all
previous Distribution Dates and, in the case of any Class of Subordinate
Certificates, reduced by any Applied Realized Loss Amounts allocated to such
Class on prior Distribution Dates.

Class Principal Carryover Shortfall:  As to any Class
of Subordinate Certificates and any Distribution Date, the excess, if any, of
(i) the sum of (x) the amount of the reduction in the Class Principal Balance of
that Class of Subordinate Certificates on such Distribution Date and (y) the
amount of such reductions contemplated by clause (x) above on prior Distribution
Dates over (ii) the amount distributed in respect of such reductions of
principal thereof on prior Distribution Dates.

Class R-1 Certificate:  Any Certificate designated as
such and executed and authenticated by the Trustee substantially in the form set
forth in Exhibit B-2.

Class R-2 Certificate:  Any Certificate designated as
such and executed and authenticated by the Trustee substantially in the form
attached hereto as Exhibit B-2.

Class R-3 Certificate:  Any Certificate designated as
such and executed and authenticated by the Trustee substantially in the form set
forth in Exhibit B-2.

Class R-4 Certificate:  Any Certificate designated as
such and executed and authenticated by the Trustee substantially in the form
attached hereto as Exhibit B-2.

Class R-5 Certificate:  Any Certificate designated as
such and executed and authenticated by the Trustee substantially in the form
attached hereto as Exhibit B-2.

Class R Certificateholder:  The Holder of a Residual
Certificate.

Clean-Up Call:  As defined in Section 10.01(a). 

Closing Date:  March 30, 2004.

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

Collection Account:  The custodial account or accounts
created and maintained for the benefit of the Certificateholders pursuant to
Section 3.02(b).  The Collection Account shall be an Eligible Account.

Combined Loan-to-Value Ratio or CLTV:  With
respect to any Mortgage Loan that is not secured by a first priority lien on the
Mortgaged Property, the sum of the original principal balance of such Mortgage
Loan and the outstanding principal balance of the related First Lien, if any, as
of the date of origination of the Mortgage Loan, divided by the Appraised
Value.

Compensating Interest:  As to any Distribution Date,
the amount calculated pursuant to Section 5.02.

Cooperative Corporation:  The entity that holds title
(fee or an acceptable leasehold estate) to the real property and improvements
constituting the Cooperative Property and which governs the Cooperative
Property, which Cooperative Corporation must qualify as a Cooperative Housing
Corporation under Section 216 of the Code.

Cooperative Loan:  Any Mortgage Loan secured by
Cooperative Shares and a Proprietary Lease.

Cooperative Property:  The real property and
improvements owned by the Cooperative Corporation, including the allocation of
individual dwelling units to the holders of the Cooperative Shares of the
Cooperative Corporation.

Cooperative Shares:  Shares issued by a Cooperative
Corporation.

Cooperative Unit:  A single-family dwelling located in
a Cooperative Property.

Corporate Trust Office:  The designated offices of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which offices at the date of
the execution of this Agreement are located for Certificate transfer purposes
at:  Wells Fargo Center, Sixth Street and Marquette Avenue, Minneapolis,
Minnesota 55479-0113, Attention: Corporate Trust Services - Renaissance HEL
Trust 2004-1 and for all other purposes at:  P.O. Box 98, Columbia,
Maryland 21046, Attention: Corporate Trust Services - Renaissance HEL Trust
2004-1 or in the case of overnight deliveries, 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Corporate Trust Services - Renaissance HEL
Trust 2004-1 and which are the respective addresses to which notices to and
correspondence with the Trustee should be directed.

Cumulative Loss Event:  For any Distribution Date in
the applicable period below, if Cumulative Net Losses exceed the applicable
percentage set forth below for the related Distribution Date: 

	
      Number
      of
Distribution Dates
	
      Percentages

	 	 
	
      37-48
	
      2.50% for the first month plus an additional 1/12th of 1.55%
      for each month thereafter

	
      49-60
	
      4.05% for the first month plus an additional 1/12th of 1.05%
      for each month thereafter

	
      61-72
	
      5.10% for the first month plus an additional 1/12th of 0.55%
      for each month thereafter

	
      73-84
	
      5.65% for the first month plus an additional 1/12th of 0.35%
      for each month thereafter

	
      85 and thereafter
	
      6.00%






Cumulative Net Losses:  As of any date of
determination, the aggregate of the Liquidation Loan Losses incurred from the
Cut-Off Date through the end of the calendar month preceding such date of
determination, expressed as a percentage of the sum of the Cut-Off Date Pool
Balance and the Original Pre-Funded Amount.

Curtailment:  With respect to a Mortgage Loan, any
payment of principal received during a Due Period as part of a payment that is
in excess of the amount of the Monthly Payment due for such Due Period and which
is not intended to satisfy the Mortgage Loan in full or intended to cure a
delinquency.

Custodial Agreement:  Any Custodial Agreement, as
amended and supplemented from time to time, dated as of the date hereof, by and
among the Trustee, the Seller, the Servicer, and the Custodian substantially in
the form set forth as Exhibit K hereto.

Custodian:  The Person acting as custodian under a
Custodial Agreement from time to time.  As of the Closing Date, the initial
Custodian shall be Wells Fargo Bank, National Association.

Cut-Off Date:  As to any Initial Mortgage Loan, the
later of (x) close of business on March 1, 2004 and (y) date of origination of
such Mortgage Loan.  As to any Subsequent Mortgage Loan, the later of (x)
the first day of the month of the related Subsequent Transfer Date and (y) the
date of origination of such Subsequent Mortgage Loan.

Cut-Off Date Pool Balance:  The aggregate Cut-Off Date
Principal Balance of the Initial Mortgage Loans (i.e.,
$415,117,950.25).

Cut-Off Date Principal Balance:  With respect to any
Mortgage Loan, the unpaid principal balance thereof as of the related Cut-Off
Date after giving effect to payments of principal due on or before the Cut-Off
Date (or as of the applicable date of substitution with respect to an Eligible
Substitute Mortgage Loan pursuant to Section 2.02 or 2.04).

Defective Mortgage Loan:  Any Mortgage Loan subject to
repurchase or substitution pursuant to Section 2.02 or 2.04.

Definitive Certificates:  As defined in Section
6.02(c).

Delinquency Amount:  As to any Distribution Date, the
aggregate Principal Balance of the Mortgage Loans that are any of the following:
(a) 60 or more days delinquent, (b) 60 or more days delinquent and in bankruptcy
or foreclosure or (c) REO Property, in each case, as of the last day of the
preceding month.

Delinquency Event:  A Delinquency Event shall be in
effect on a Distribution Date, if the Three Month Delinquency Rate exceeds
45.00% of the Senior Enhancement Percentage for such Distribution Date.

Delta:  Delta Funding Corporation, a New York
corporation, or any successor thereto.

Deposit Date:  As to any Distribution Date, the
Business Day preceding such Distribution Date.

Depositor: Renaissance Mortgage Acceptance Corp., a
Delaware corporation, or any successor thereto.

Depository:  The initial Depository shall be The
Depository Trust Company, the nominee of which is Cede & Co., as the
registered Holder of the Regular Certificates.  The Depository shall at all
times be a “clearing corporation” as defined in Section 8-102(3) of the UCC 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:  With respect to any Distribution
Date, the fourth Business Day prior to such Distribution Date.

Distribution Account:  The account established and
maintained by the Trustee pursuant to Section 5.04.  The Distribution
Account shall be an Eligible Account.

Distribution Date:  The 25th day of each month, or, if
such day is not a Business Day, then the next Business Day, beginning on April
26, 2004.

Due Date:  As to any Mortgage Loan, the day of the
month on which the Monthly Payment is due from the Mortgagor.

Due Period:  With respect to each Distribution Date,
the period from and including the second day of the month preceding the month in
which such Distribution Date occurs to and including the first day of the month
of such Distribution Date.

Electronic Ledger:  The electronic master record of
home equity mortgage loans maintained by the Seller.

Eligible Account:  A segregated account that is (i)
maintained with a depository institution whose debt obligations at the time of
any deposit therein have the highest short-term debt rating by the Rating
Agencies and whose accounts are insured to the maximum extent provided by either
the Savings Association Insurance Fund (“SAIF”) or the Bank Insurance Fund
(“BIF”) of the Federal Deposit Insurance Corporation and which has a minimum
long-term unsecured debt rating of “A” by S&P, “A2” by Moody’s and “A” from
Fitch, and which is any of (A) a federal savings and loan association duly
organized, validly existing and in good standing under the federal banking laws,
(B) an institution duly organized, validly existing and in good standing under
the applicable banking laws of any state, (C) a national banking association
duly organized, validly existing and in good standing under the federal banking
laws, (D) a principal subsidiary of a bank holding company; (ii) a segregated
trust account maintained with the corporate trust department of a federal or
state chartered depository institution or trust company, having capital and
surplus of not less than $50,000,000, acting in its fiduciary capacity; (iii)
maintained at Wells Fargo Bank, National Association, so long as its debt
obligations at the time of any deposit therein have a short-term debt rating of
at least “A-1” for S&P, “P-1” for Moody’s and “F-1” for Fitch; or (iv)
otherwise acceptable to each Rating Agency as evidenced by a letter from each
Rating Agency to the Trustee, without reduction or withdrawal of the then
current ratings of the Certificates.

Eligible Investments:  One or more of the following
(excluding any callable investments purchased at a premium):

(i)

direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or any agency or
instrumentality thereof, provided that such obligations are backed by the
full faith and credit of the United States;

(ii)

repurchase agreements on obligations specified in clause (i)
maturing not more than three (3) months from the date of acquisition thereof,
provided that the short-term unsecured debt obligations of the party
agreeing to repurchase such obligations are at the time rated by each Rating
Agency in its highest short-term rating category (which is “A-1+” for S&P,
“P-1” for Moody’s and “F-1+” for Fitch);

(iii)

certificates of deposit, time deposits and bankers’ acceptances of
any U.S. depository institution or trust company incorporated under the laws of
the United States or any state thereof and subject to supervision and
examination by federal and/or state banking authorities, provided that
the unsecured short-term debt obligations of such depository institution or
trust company at the date of acquisition thereof have been rated by S&P,
Moody’s and Fitch in their respective highest unsecured short-term debt rating
category;

(iv)

commercial paper (having original maturities of not more than
ninety (90) days) of any corporation incorporated under the laws of the United
States or any state thereof which on the date of acquisition has been rated by
S&P, Moody’s and Fitch in their respective highest short-term rating
categories;

(v)

short term investment funds (“STIFS”) sponsored by any trust
company or national banking association incorporated under the laws of the
United States or any state thereof which on the date of acquisition has been
rated by each Rating Agency in their respective highest rating category of long
term unsecured debt;

(vi)

interests in any money market fund which at the date of
acquisition of the interests in such fund including any such fund that is
managed by the Trustee or an Affiliate of the Trustee or for which the Trustee
or an Affiliate of the Trustee acts as advisor and throughout the time as the
interest is held in such fund has a rating of “AAA” by S&P, “Aaa” by Moody’s
or “AAA” by Fitch; and

(vii)

other obligations or securities that are acceptable to each Rating
Agency as an Eligible Investment hereunder and will not result in a reduction in
the then current rating of the Certificates, as evidenced by a letter to such
effect from such Rating Agency and with respect to which the Servicer has
received confirmation that, for tax purposes, the investment complies with the
last clause of this definition;

provided that no instrument described hereunder shall
evidence either the right to receive (a) only interest with respect to the
obligations underlying such instrument or (b) both principal and interest
payments derived from obligations underlying such instrument and the interest
and principal payments with respect to such instrument provide a yield to
maturity at par greater than 120% of the yield to maturity at par of the
underlying obligations; provided, further, that no instrument
described hereunder may be purchased at a price greater than par if such
instrument may be prepaid or called at a price less than its purchase price
prior to its stated maturity; and provided further, that if
S&P is rating any of the Certificates, an instrument described hereunder
shall be rated the applicable rating of S&P set forth above.

Eligible Substitute Mortgage Loan:  A Mortgage Loan
substituted by the Seller for a Defective Mortgage Loan which must, on the date
of such substitution:  (i) have an outstanding Principal Balance after
deducting all scheduled principal payments due in the month of substitution (or
in the case of a substitution of more than one Mortgage Loan for a Defective
Mortgage Loan, an aggregate Principal Balance), not in excess of and not less
than 95% of the Principal Balance of the Defective Mortgage Loan; (ii) have a
Loan Rate not less than the Loan Rate of the Defective Mortgage Loan and not
more than 1% in excess of the Loan Rate of such Defective Mortgage Loan; (iii)
if such Defective Mortgage Loan is an adjustable-rate Mortgage Loan, have a Loan
Rate based on the same Loan Index with adjustments to such Loan Rate made on the
same interval between Interest Rate Adjustment Dates as that of the Defective
Mortgage Loan and have a Margin that is not less than the Margin of the
Defective Mortgage Loan and not more than one hundred (100) basis points higher
than the Margin for the Defective Mortgage Loan; (iv) have a Mortgage of the
same or higher level of priority as the Mortgage relating to the Defective
Mortgage Loan at the time such Mortgage was transferred to the Trust; (v) have a
remaining term to maturity not more than six (6) months earlier and not later
than the remaining term to maturity of the Defective Mortgage Loan; (vi) comply
with each representation and warranty set forth in Section 2.04 (deemed to be
made as of the date of substitution); (vii) have an original Combined
Loan-to-Value Ratio not greater than that of the Defective Mortgage Loan; (viii)
if such Defective Mortgage Loan is an adjustable-rate Mortgage Loan, have a
Lifetime Rate Cap and a Periodic Rate Cap no lower than the Lifetime Rate Cap
and Periodic Rate Cap, respectively, applicable to such Defective Mortgage Loan;
(ix) have a credit risk not less than the credit risk of the Defective Mortgage
Loan; and (x) be of the same type of Mortgaged Property as the Defective
Mortgage Loan or a detached single family residence.  More than one
Eligible Substitute Mortgage Loan may be substituted for a Defective Mortgage
Loan if such Eligible Substitute Mortgage Loans meet the foregoing attributes in
the aggregate.

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

ERISA-Qualifying Underwriting:  A best efforts or firm
commitment underwriting or private placement that meets the requirements of an
Underwriter’s Exemption.

ERISA Restricted Certificate:  The Class P, Class BIO
and Class R Certificates and any Certificate with a rating below the lowest
applicable rating permitted under the Underwriters’ Exemption.

Escrow Repair Loan:  A Mortgage Loan as to which the
Servicer holds a portion of the proceeds in escrow pending repair of the related
Mortgaged Property as specified in the related Mortgage and Mortgage Note.

Event of Default:  As defined in Section 8.01.

Excess Funding Amount:  The Pre-Funded Amount
remaining on deposit in the Pre-Funding Account at the end of the Funding
Period.

Excess Interest:  As to any Distribution Date, the
Available Funds (net of any amounts payable from the First Payment Loan Account)
remaining after the application of payments pursuant to clauses (1) through (11)
of Section 5.01(a).

Excess Overcollateralization Amount:  As to any
Distribution Date, the lesser of (i) the Basic Principal Amount for such
Distribution Date and (ii) the excess, if any, of (x) the Overcollateralization
Amount (assuming 100% of the Basic Principal Amount is distributed on the
Offered Certificates) over (y) the Required Overcollateralization Amount.

Exchange Act:  As defined in Section 3.13 herein.

Expense Fee Rate:  The sum of the applicable Servicing
Fee Rate and the Trustee Fee Rate.

Fannie Mae:  Fannie Mae (formerly known as the Federal
National Mortgage Association).

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

Final Scheduled Distribution Date:  As to any Class of
Certificates, the Distribution Date occurring in the respective month set forth
below:




	
      Class
	
      Final
      Scheduled
Distribution Date

	 	 
	
      AV-1
	
      May
      2034

	
      AV-2
	
      May
      2034

	
      AV-3
	
      May
      2034

	
      A-IO-1
	
      March
      2005

	
      A-IO-2
	
      March
      2006

	
      M-1
	
      May
      2034

	
      M-2
	
      May
      2034

	
      M-3
	
      May
      2034

	
      M-4
	
      May
      2034

	
      M-5
	
      May
      2034

	
      M-6
	
      May
      2034

	
      BIO
	
      May
      2034

	
      P
	
      May
      2034

	
      R-1
	
      May
      2034

	
      R-2
	
      May
      2034

	
      R-3
	
      May
      2034

	
      R-4
	
      May
      2034

	
      R-5
	
      May
      2034






First Lien:  With respect to any Mortgage Loan which
is a second priority lien, the mortgage loan relating to the corresponding
Mortgaged Property having a first priority lien.

First Payment Loan:  Any Subsequent Mortgage Loan with
respect to which the related Obligor is not required to make any payments
thereon during the Due Period related to the May 2004 Distribution Date.

First Payment Loan Account:  The First Payment Loan
Account established pursuant to Section 4.04 hereof.

First Payment Loan Shortfall:  As defined in Section
4.04(c) hereof.

Fitch:  Fitch Ratings, or its successor in
interest.

Fixed Rate Certificates:  The Class A-IO
Certificates.

Foreclosure Profits:  With respect to a Liquidated
Mortgage Loan, the amount, if any, by which (i) the aggregate of its Net
Liquidation Proceeds exceeds (ii) the related Principal Balance (plus accrued
and unpaid interest thereon at the applicable Loan Rate from the date interest
was last paid (or advanced and not reimbursed) through the date of receipt of
the final Liquidation Proceeds) of such Liquidated Mortgage Loan immediately
prior to the final recovery of its Liquidation Proceeds.

Freddie Mac:  Freddie Mac (also known as the Federal
Home Loan Mortgage Corporation).

Funding Period:  The period from the Closing Date
until the earlier of, (i) the date on which the amount on deposit in the
Pre-Funding Account is less than $10,000 and (ii) the close of business on April
30, 2004.

GAAP:  Generally accepted accounting principles as in
effect from time to time, consistently applied.

High Cost Home Loan:  A Mortgage Loan classified as
(a) a “high cost” loan under the Home Ownership and Equity Protection Act of
1994 or (b) a “high cost,” “threshold,” “covered,” “predatory” or similar 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).

Initial Mortgage Loan Schedule:  The schedule of
Initial Mortgage Loans included in the Trust as of the Closing Date, specifying
with respect to each such Initial Mortgage Loan the information set forth on
Exhibit C attached hereto.

Initial Mortgage Loans:  The Mortgage Loans
transferred to the Trust on the Closing Date pursuant to Section 2.01, as set
forth in Exhibit C hereto.

Insurance Proceeds:  Proceeds paid by any insurer
pursuant to any insurance policy covering a Mortgage Loan or Mortgaged Property,
or amounts required to be paid by the Servicer pursuant to Section 3.05, net of
any component thereof (i) covering any expenses incurred by or on behalf of the
Servicer in connection with obtaining such proceeds, (ii) applied to the
restoration or repair of the related Mortgaged Property, (iii) released to the
Mortgagor in accordance with the Servicer’s normal servicing procedures or (iv)
required to be paid to any holder of a mortgage senior to such Mortgage
Loan.

Interest Period:  With respect to the Adjustable Rate
Certificates, the period from the preceding Distribution Date (or in the case of
the first Distribution Date, from the Closing Date) through the day preceding
the applicable Distribution Date, calculated on the basis of a 360-day year and
the actual number of days in the applicable Interest Period.  With respect
to the Fixed Rate Certificates, Class BIO Certificates and each REMIC II Regular
Interest and any Distribution Date, the calendar month preceding the month in
which such Distribution Date occurs, which such calendar month shall be deemed
to have 30 days.

Interest Rate Adjustment Date:  With respect to each
adjustable-rate Mortgage Loan, the date or dates on which the Loan Rate is
subject to adjustment in accordance with the related Mortgage Note.

Interest Rate Cap Agreements:  The Class AV Interest
Rate Cap Agreement, the Class M-1 Interest Rate Cap Agreement, the Class M-2
Interest Rate Cap Agreement, the Class M-3 Interest Rate Cap Agreement, the
Class M-4 Interest Rate Cap Agreement, the Class M-5 Interest Rate Cap Agreement
and the Class M-6 Interest Rate Cap Agreement.

Interest Rate Cap Payment Date:  The date set forth in
each Interest Rate Cap Agreement as the monthly date on which the Cap Provider
is required to make a payment, if any, to the Trust.

Interest Rate Cap Termination Date:  With respect to
each Interest Rate Cap Agreement, other than the Class AV-2 Interest Rate Cap
Agreement, the Interest Rate Cap Payment Date in July 2012, and with respect to
the Class AV-2 Interest Rate Cap Agreement, the Interest Rate Cap Payment Date
in November 2006; in each case after any required payment is made.

Interest Remittance Amount:  As of any Distribution
Date, the portion of Available Funds that constitutes amounts in respect of
interest.

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.

Lifetime Rate Cap:  With respect to each
adjustable-rate Mortgage Loan, the maximum Loan Rate permitted over the life of
such Mortgage Loan, as provided by the terms of the related Mortgage Note.

Liquidated Mortgage Loan:  As to any Distribution
Date, a Mortgage Loan with respect to which the Servicer has determined, in
accordance with the servicing procedures specified herein as of the end of the
preceding Prepayment Period, that all Liquidation Proceeds which it expects to
recover with respect to such Mortgage Loan (including the disposition of the
related REO Property) have been received.

Liquidation Loan Losses:  For each Liquidated Mortgage
Loan the amount, if any, by which the Principal Balance thereof plus accrued and
unpaid interest thereon is in excess of the Net Liquidation Proceeds realized
with respect thereto.

Liquidation Proceeds:  Proceeds (including Insurance
Proceeds) received in connection with the liquidation of any Mortgage Loan or
related REO Property, whether through trustee’s sale, foreclosure sale or
otherwise, other than Recoveries.

Loan Index:  With respect to each Interest Rate
Adjustment Date for each adjustable-rate Mortgage Loan that is identified on the
Mortgage Loan Schedule as having a LIBOR Loan Index, the average of the
interbank offered rate for six-month U.S. dollar denominated deposits in the
London Market, as determined according to the terms of the related Note.

Loan Rate:  With respect to any Mortgage Loan as of
any day, the per annum rate of interest applicable under the related Mortgage
Note to the calculation of interest for such day on the Principal Balance.

Maintenance:  With respect to any Cooperative Unit,
the rent paid by the Mortgagor to the Cooperative Corporation pursuant to the
Proprietary Lease.

Majority Certificateholder:  The Holder or Holders of
Certificates evidencing Voting Rights in excess of 51% in the aggregate.

Margin:  As to any adjustable-rate Mortgage Loan, the
percentage set forth as the “Margin” for such Mortgage Loan on the Mortgage Loan
Schedule.

Master REMIC:  REMIC I.

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

MERS Mortgage Loan:  Any Mortgage Loan registered with
MERS on the MERS System.

MERS ® System:  The system of recording transfers of
mortgages electronically maintained by MERS.

MIN:  The Mortgage Identification Number for any MERS
Mortgage Loan.

MOM Loan:  Any Mortgage Loan as to which MERS is
acting as mortgagee, solely as nominee for the originator of such Mortgage Loan
and its successors and assigns.

Monthly Advance:  An advance made by the Servicer
pursuant to Section 3.15.

Monthly Payment:  The scheduled monthly payment of
principal and/or interest required to be made by a Mortgagor on the related
Mortgage Loan.

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

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

Mortgage File:  The mortgage documents listed in
Section 2.01 pertaining to a particular Mortgage Loan and any additional
documents required to be added to the Mortgage File pursuant to this
Agreement.

Mortgage Loan Schedule:  With respect to any date, the
schedule of Mortgage Loans constituting assets of the Trust, which on the
Closing Date shall consist of the Initial Mortgage Loan Schedule, together with
each Subsequent Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans
transferred to the Trust after the Closing Date.  The Initial Mortgage Loan
Schedule is the schedule set forth herein as Exhibit C, which schedule sets
forth as to each Initial Mortgage Loan: (i) the Cut-Off Date Principal Balance,
(ii) the account number, (iii) the original principal amount, (iv) the CLTV as
of the date of the origination of the related Initial Mortgage Loan, (v) the Due
Date, (vi) the Loan Rate as of the Cut-Off Date, (vii) the first date on which a
Monthly Payment is or was due under the Mortgage Note, (viii) the original
stated maturity date of the Mortgage Note and if the Mortgage Loan is a Balloon
Loan, the amortization terms, (ix) the remaining number of months to maturity as
of the Cut-Off Date, (x) the state in which the related Mortgaged Property is
situated, (xi) the type of property, (xii) the lien status, (xiii) whether the
Mortgage Loan is a MERS Mortgage Loan and, if so, its corresponding MIN, (xiv)
whether such Mortgage Loan is a First Payment Loan and (xv) with respect to each
adjustable-rate Mortgage Loan, (a) the Periodic Rate Cap, (b) the Margin, (c)
the Lifetime Rate Cap and (d) the next Interest Rate Adjustment Date after the
Cut-Off Date.  The Seller shall indicate to the Trustee which Mortgage
Loans, if any, are Cooperative Loans.  The Mortgage Loan Schedule will be
amended by the Seller from time to time to reflect the substitution of an
Eligible Substitute Mortgage Loan for a Defective Mortgage Loan from time to
time hereunder.

Mortgage Loans:  The mortgage loans that are
transferred and assigned to the Trustee, on behalf of the Trust, on the Closing
Date or any Subsequent Transfer Date, pursuant to Sections 2.01, 2.05 and 2.13,
together with the Related Documents, and are held by the Custodian on behalf of
the Trustee as a part of the Trust, exclusive of Mortgage Loans that are
transferred to the Servicer or the Seller, as the case may be, from time to time
pursuant to Section 2.02, 2.04 or 3.16, such mortgage loans originally so held
being identified in the Mortgage Loan Schedule, set forth on Exhibit C hereto,
delivered on the Closing Date.

Mortgage Note:  With respect to a Mortgage Loan, the
note pursuant to which the related mortgagor agrees to pay the indebtedness
evidenced thereby which is secured by the related Mortgage.

Mortgaged Property:  The underlying property,
including real property and improvements thereon, securing a Mortgage Loan,
which, with respect to a Cooperative Loan, is the related Cooperative Shares and
Proprietary Lease.

Mortgagor:  The obligor or obligors under a Mortgage
Note.

Net Liquidation Proceeds:  With respect to any
Liquidated Mortgage Loan, Liquidation Proceeds net of unreimbursed Servicing
Fees, Servicing Advances and Monthly Advances with respect thereto.

Net Loan Rate:  With respect to any Mortgage Loan as
to any day, the Loan Rate less the Expense Fee Rate.

Net Rate Cap:  For any Class of Offered Certificates
(other than the Class A-IO Certificates) and any Distribution Date, except for
the Distribution Date in April 2004, the rate equal to the product of (A) (i)
the weighted average Net Loan Rate of the Mortgage Loans, expressed as a per
annum rate minus (ii) the sum of (I) the product of (x) the applicable
Certificate Rate on the Class A-IO-1 Certificates and (y) a fraction, the
numerator of which is the related Notional Amount of the Class A-IO-1
Certificates immediately prior to such Distribution Date, and the denominator of
which is the sum of the Pool Balance and the Pre-Funded Amount as of the first
day of the related Due Period and (II) the product of (x) the applicable
Certificate Rate on the Class A-IO-2 Certificates and (y) a fraction, the
numerator of which is the related Notional Amount of the Class A-IO-2
Certificates immediately prior to such Distribution Date, and the denominator of
which is the sum of the Pool Balance and the Pre-Funded Amount as of the first
day of the related Due Period and (B) a fraction, the numerator of which is 30
and the denominator of which is the actual number of days in the Interest
Period.  The Net Rate Cap shall not be applicable for the Distribution Date
in April 2004.  The Net Rate Cap applicable for the Distribution Date in
May 2004 shall be computed by substituting the following rate for the weighted
average Net Loan Rate in clause (A)(i):  the (x) aggregate amount of
interest accrued on the Mortgage Loans (at the applicable Net Loan Rates) for
the related Due Period plus the aggregate amount on deposit in the First Payment
Loan Account divided by (y) the sum of the Pool Balance and the Pre-Funded
Amount as of the first day of such Due Period.

Net Rate Cap Carryover:  As to any Distribution Date,
except for the Distribution Date in April 2004, and any Class of Offered
Certificates (other than the Class A-IO Certificates), the sum of (i) the
excess, if any, of the related Class Monthly Interest Amount, calculated at the
applicable Certificate Rate (without regard to the related Net Rate Cap), over
the Class Monthly Interest Amount for such Distribution Date, (ii) any excess
described in clause (i) remaining unpaid from prior Distribution Dates and (iii)
interest on the amount in clause (ii) for the related Interest Period calculated
at the applicable Certificate Rate (without regard to the related Net Rate
Cap).

Net Rate Cap Fund:  The account established and
maintained pursuant to Section 5.08.

Net Rate Cap Fund Deposit:  As defined in Section
5.08.

NIMs Notes:  The aggregate $36,000,000 initial
principal amount of Notes, Series 2004-A issued by the NIMs Trust, issued
pursuant to the Indenture, dated as of March 30, 2004, between the NIMs Trust
and Wells Fargo Bank, National Association, as indenture trustee, the collateral
for which consists of, primarily, the Class P and Class BIO Certificates.

NIMs Trust:  Means Renaissance NIM Trust 2004-A,
which, upon issuance of the Certificates on Closing Date, shall be the
registered owner of the Class P and Class BIO Certificates.

Ninety Day Delinquency Rate:  As to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate Principal Balances of the Mortgage Loans that are (a) ninety (90) or
more days delinquent as of the last day of the related Prepayment Period, (b)
REO Property or (c) in foreclosure or in bankruptcy and the denominator of which
is the Pool Balance as of the last day of the related Due Period.

Nonrecoverable Advances:  With respect to any Mortgage
Loan, (i) any Servicing Advance or Monthly Advance previously made and not
reimbursed pursuant to Section 3.03(ii) or (ii) a Servicing Advance or Monthly
Advance proposed to be made in respect of a Mortgage Loan or REO Property which,
in the good faith business judgment of the Servicer, as evidenced by an
Officer’s Certificate delivered to the Seller and the Trustee no later than the
Business Day following such determination, would not be ultimately recoverable
pursuant to Section 3.03(ii).

Notional Amount:  The Notional Amount with respect to
the Class A-IO-1 Certificates for such Interest Period for any Distribution Date
prior to the April 2005 Distribution Date will equal the lesser of (i) the sum
of the Pool Balance as of the first day of the related Due Period and any
amounts remaining in the Pre-Funding Account and (ii) the applicable amount set
forth below:

	
      Distribution
      Date
	
      Notional Amount ($)

	
      April
      2004
	
      535,000,000.00

	
      May
      2004
	
      531,464,198.05

	
      June
      2004
	
      505,192,326.17

	
      July
      2004
	
      480,215,971.12

	
      August
      2004
	
      456,471,380.48

	
      September
      2004
	
      433,897,933.63

	
      October
      2004
	
      412,437,988.06

	
      November
      2004
	
      392,036,733.33

	
      December
      2004
	
      372,642,052.13

	
      January
      2005
	
      354,204,388.13

	
      February
      2005
	
      336,676,620.39

	
      March
      2005
	
      320,013,943.77

	
      April
      2005 and thereafter
	
      0.00

	 	 





The Notional Amount with respect to the Class A-IO-2 Certificates
for such Interest Period for any Distribution Date prior to the April 2006
Distribution Date will equal the lesser of (i) the sum of the Pool Balance as of
the first day of the related Due Period and any amounts remaining in the
Pre-Funding Account and (ii) the applicable amount set forth below:




	
      Distribution
      Date
	
      Notional Amount ($)

	
      April
      2004
	
      535,000,000.00

	
      May
      2004
	
      525,552,769.70

	
      June
      2004
	
      491,288,452.61

	
      July
      2004
	
      459,255,014.84

	
      August
      2004
	
      429,307,382.94

	
      September
      2004
	
      401,309,907.52

	
      October
      2004
	
      375,135,751.63

	
      November
      2004
	
      350,666,318.82

	
      December
      2004
	
      327,790,718.25

	
      January
      2005
	
      306,405,264.52

	
      February
      2005
	
      286,413,009.95

	
      March
      2005
	
      267,723,307.13

	
      April
      2005
	
      250,251,399.96

	
      May
      2005
	
      233,918,041.10

	
      June
      2005
	
      218,649,134.29

	
      July
      2005
	
      204,375,399.87

	
      August
      2005
	
      191,032,062.02

	
      September
      2005
	
      178,558,556.23

	
      October
      2005
	
      166,898,255.82

	
      November
      2005
	
      155,998,216.17

	
      December
      2005
	
      145,808,935.54

	
      January
      2006
	
      136,284,131.42

	
      February
      2006
	
      127,380,531.44

	
      March
      2006
	
      119,057,752.84

	
      April
      2006 and thereafter
	
      0.00






OC Floor:  An amount equal to 0.50% of the sum of the
Cut-Off Date Pool Balance and the Original Pre-Funded Amount.

Offered Certificates:  The Senior Certificates and the
Subordinate Certificates.

Officer’s Certificate:  A certificate signed by the
President, an Executive Vice President, a Senior Vice President, a First Vice
President, a Vice President, Assistant Vice President, the Treasurer, Assistant
Treasurer, Assistant Secretary, Controller or Assistant Controller of the
Servicer and delivered to the Trustee or the Custodian.

Opinion of Counsel:  A written opinion of counsel
reasonably acceptable to the Trustee, who may be in-house counsel for the
Servicer, the Depositor or the Seller (except that any opinion relating to the
qualification of the Trust as a REMIC or compliance with the REMIC Provisions
must be an opinion of independent outside counsel) and who, in the case of
opinions delivered to each Rating Agency, is reasonably acceptable to it.

Optional Termination Date:  The Distribution Date
following the Due Period at the end of which the Pool Balance is less than 10%
of the sum of the Cut-Off Date Pool Balance and the Original Pre-Funded
Amount.

Original Class Principal Balance:  As to the Class BIO
Certificates, the Class P and the Residual Certificates, $0.  As to any
Class of Offered Certificates, the respective amount set forth below opposite
such Class:





    	
      Class
	
      Original
      Class

      Principal
      Balance

	 	
      


	
      AV-1
	
      $112,000,000

	
      AV-2
	
      $200,000,000

	
      AV-3
	
      $137,625,000

	
      A-IO-1
	
      (1)

	
      A-IO-2
	
      (1)

	
      M-1
	
      $
       33,000,000

	
      M-2
	
      $
       28,875,000

	
      M-3
	
      $
         9,625,000

	
      M-4
	
      $
         8,250,000

	
      M-5
	
      $
         6,875,000

	
      M-6
	
      $
         6,050,000

	
      Total
	
      $542,300,000



__________

(1)

This
Class has no Class Principal Balance, but will accrue interest on its Notional
Amount.




Original First Payment Loan Deposit:  $150,000.00.

Original Pre-Funded Amount:  $134,882,049.75.

Outstanding Class Interest Carryover Shortfall:  As to
any Class of Certificates and any Distribution Date, the amount of Class
Interest Carryover Shortfall for such Distribution Date.

Overcollateralization Amount:  As to any Distribution
Date, the excess, if any, of (i) the sum of (x) the Pool Balance as of the end
of the related Due Period and (y) the Pre-Funded Amount as of the end of the
related Due Period over (ii) the aggregate Class Principal Balance of the
Certificates after giving effect to the distribution of the Principal
Distribution Amount (excluding any Excess Funding Amount included therein) on
such Distribution Date.

Ownership Interest:  As to any Certificate 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, as owner or as pledgee.

Paying Agent:  Any paying agent appointed pursuant to
Section 6.05.

Percentage Interest:  With respect to any Offered
Certificate, the percentage obtained by dividing the denomination of such
Certificate by the aggregate of the denominations of all Certificates of the
same Class.  With respect to a Residual Certificate, the portion of the
Class evidenced thereby as stated on the face thereof, which shall be either
99.999999% or, but only with respect to the Tax Matters Person Residual Interest
held by the Tax Matters Person, 0.000001%.  With respect to a Class P
Certificate or a Class BIO Certificate, the percentage set forth on the face
thereof.

Periodic Rate Cap:  With respect to each
adjustable-rate Mortgage Loan with respect to which the related Mortgage Note
provides for a periodic rate cap, the maximum percentage increase or decrease in
the Loan Rate permitted for such Mortgage Loan over the Loan Rate in effect as
of an Interest Rate Adjustment Date, as set forth on the Mortgage Loan
Schedule.

Permitted Transferee:  Any Person other than (i) the
United States or any State or any 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 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) (except certain farmers’ cooperatives described in Code
section 521) on any excess inclusions (as defined in Section 860E(c)(1)) with
respect to any Residual Certificate; (iv) rural electric and telephone
cooperatives described in Code section 1381(a)(2)(C); (v) a Person that is not
(a) a citizen or resident of the United States, (b) a corporation, partnership
or other entity created or organized in or under the laws of the United States,
any State thereof, or the District of Columbia, (c) an estate whose income from
sources without the United States is includible in gross income for United
States federal income tax purposes regardless of its connection with the conduct
of a trade or business within the United States or (d) a trust if a court within
the United States is able to exercise primary supervision of the administration
of the trust and one or more United States fiduciaries have the authority to
control all substantial decisions of the trust; (vi) an “electing large
partnership” within the meaning of Section 775 of the Code, or (vii) any other
Person so designated by the Trustee based on an Opinion of Counsel to the effect
that any transfer to such Person may cause the Trust to fail to qualify as a
REMIC at any time the Certificates are outstanding.  The terms “United
States”, “State” and “international organization” shall have the meanings set
forth in Code section 7701 or successor provisions.  A corporation will not
be treated as an instrumentality of the United States or of any State or
political subdivision thereof if all of its activities are subject to tax, and,
with the exception of the Freddie Mac, a majority of its board of directors is
not selected by such governmental unit.

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

Pool Balance:  With respect to any date, the aggregate
of the Principal Balances of all Mortgage Loans as of such date.

Pre-Funded Amount:  As of the Closing Date, the
Original Pre-Funded Amount.  As of any date thereafter, the amount on
deposit in the Pre-Funding Account, excluding any Pre-Funding Earnings included
therein.

Pre-Funding Account:  The Pre-Funding Account
established pursuant to Section 4.02.

Pre-Funding Distribution Date:  Each Distribution Date
during the Funding Period and the Distribution Date immediately following the
end of the Funding Period.

Pre-Funding Earnings:  As of any date of
determination, the amount of investment earnings or income, net of any losses
from such investments, on deposit in the Pre-Funding Account.

Prepayment Assumption:  With respect to the fixed-rate
Mortgage Loans, a 100% Prepayment Assumption assumes a prepayment rate of 23%
home equity prepayment assumption, or HEP.  23% HEP assumes a constant
prepayment rate, or CPR, of 2.3% of the then outstanding Principal Balance of
such Mortgage Loans in the first month and an additional 2.3% CPR in each mother
thereafter up to the tenth month.  Beginning in the tenth month and
thereafter, 23% HEP assumes a 23% CPR.  With respect to the adjustable-rate
Mortgage Loans, a 100% Prepayment Assumption assumes a prepayment rate of 28%
CPR per annum of the outstanding Principal Balance of the adjustable-rate
Mortgage Loans in each month of the life of such Mortgage Loans.

Prepayment Charge:  As to a Mortgage Loan, any charge
to be paid by a Mortgagor in connection with certain partial prepayments and all
prepayments in full made during the related Prepayment Charge Period, the
Prepayment Charges with respect to each applicable Mortgage Loan so held by the
Trust being identified in the Prepayment Charge Schedule (other than any
Prepayment Charge Payment Amount).

Prepayment Charge Payment Amount:  The amounts payable
by the Seller or the Servicer, as the case may be, pursuant to Section 3.21.

Prepayment Charge Period:  As to any Mortgage Loan,
the period of time, if any, during which a Prepayment Charge may be imposed.

Prepayment Charge Schedule:  As of any date, the list
of Mortgage Loans subject to Prepayment Charges included in the Trust on such
date, attached hereto as Exhibit R (including the prepayment charge summary
attached thereto).  The Prepayment Charge Schedule shall set forth the
following information with respect to each such Mortgage Loan subject to a
Prepayment Charge:

(i)

the Mortgage Loan account number;

(ii)

a code indicating the type of Prepayment Charge;

(iii)

the first date on which a Monthly Payment is or was due under the
related Mortgage Note;

(iv)

the original term of the Prepayment Charge;

(v)

the Cut-Off Date Principal Balance of the related Mortgage Loan;
and

(vi)

the remaining term of the Prepayment Charge.

The Prepayment Charge Schedule shall be amended by the Seller and
delivered to the Trustee and the Servicer from time to time in accordance with
the provisions of this Agreement, and the Trustee and the Servicer shall have no
responsibility to recalculate or otherwise review the information set forth
therein. 

Prepayment Interest Shortfall:  With respect to any
Distribution Date, for each Mortgage Loan that was the subject during the
related Prepayment Period of a voluntary Principal Prepayment an amount equal to
the excess, if any, of (i) 30 days of accrued interest on the Principal Balance
of such Mortgage Loan at the Loan Rate (or at such lower rate as may be in
effect for such Mortgage Loan pursuant to application of the Civil Relief Act),
net of the applicable Servicing Fee Rate (which shall constitute payment of the
Servicing Fee with respect to such Mortgage Loan), over (ii) the amount of
interest actually remitted by the Mortgagor in connection with such Principal
Prepayment.

Prepayment Period:  As to any Distribution Date, the
preceding calendar month.

Principal Balance:  With respect to any date and as to
any Mortgage Loan, other than a Liquidated Mortgage Loan, the related Cut-Off
Date Principal Balance, minus all collections credited against the Cut-Off Date
Principal Balance of such Mortgage Loan, as of such date.  For purposes of
this definition, a Liquidated Mortgage Loan shall be deemed to have a Principal
Balance equal to the Principal Balance of the related Mortgage Loan immediately
prior to the final recovery of related Liquidation Proceeds and a Principal
Balance of zero thereafter.

Principal Distribution Amount:  As to any Distribution
Date, the lesser of (a) the aggregate Class Principal Balances of the Offered
Certificates immediately preceding such Distribution Date and (b) sum of (i) the
Basic Principal Amount minus the Excess Overcollateralization Amount and (ii)
the Subordination Increase Amount.

Principal Prepayment:  Any payment or other recovery
of principal on a Mortgage Loan equal to the outstanding principal balance
thereof, received in advance of the final scheduled Due Date which is intended
to satisfy a Mortgage Loan in full (without regard to any Prepayment Charge that
may have been collected by the Servicer in connection with such payment of
principal).

Proprietary Lease:  With respect to any Cooperative
Unit, a lease or occupancy agreement between a Cooperative Corporation and a
holder of related Cooperative Shares.

Prospectus:  The base prospectus of the Depositor
dated March 29, 2004.

Prospectus Supplement:  The prospectus supplement
dated March 29, 2004 relating to the offering of the Offered Certificates.

Purchase Price:  As to any Mortgage Loan repurchased
on any date pursuant to Section 2.02, 2.04 or 3.16, an amount equal to the sum
of (i) the unpaid Principal Balance thereof, (ii) the greater of (a) all unpaid
accrued interest thereon to the end of the Due Period preceding the Distribution
Date on which such Purchase Price is included in Available Funds and (b) thirty
(30) days’ interest thereon, computed at the applicable Loan Rate;
provided, however, that if the purchaser is the Servicer, the
amount described in clause (ii) shall be computed at the Loan Rate net of the
applicable Servicing Fee Rate (which shall constitute payment of the Servicing
Fee with respect to such Mortgage Loan), (iii) if the purchaser is the Seller,
(x) any unreimbursed Servicing Advances with respect to such Mortgage Loan and
(y) expenses reasonably incurred or to be incurred by the Servicer, the Trust or
the Trustee in respect of the breach or defect giving rise to the purchase
obligation, including costs due to any violations of any predatory or abusive
lending law and (iv) the amount of any penalties, fines, forfeitures, legal fees
and related costs, judgments and any other costs, fees and expenses incurred by
or imposed on the Trustee, the Servicer or the Trust or with respect to which
any of them are liable arising from a breach by the Seller of its
representations and warranties in Section 2.04.

Rating Agency:  Initially Fitch, Moody’s and S&P,
and their successors and assigns.  If such agency or a successor is no
longer in existence, “Rating Agency” shall include such other statistical credit
rating agency, or other comparable Person, designated by the Depositor, notice
of which designation shall be given to the Trustee.  References herein to
the highest short term unsecured rating category of a Rating Agency shall mean
“A-1” or better in the case of S&P, “P-1” or better in the case of Moody’s
and “F-1+” or better in the case of Fitch.  References herein to the
highest long-term rating category of a Rating Agency shall mean “AAA” in the
case of S&P and Fitch and “Aaa” in the case of Moody’s.

Recognition Agreement:  With respect to any
Cooperative Loan, an agreement between the Cooperative Corporation and the
originator of such Mortgage Loan, which establishes the rights of such
originator in the Cooperative Property.

Record Date:  As to the Fixed Rate Certificates, Class
BIO Certificates, Class P Certificates and the Residual Certificates and any
Distribution Date, the last Business Day of the month immediately preceding the
month in which the related Distribution Date occurs.  As to the Adjustable
Rate Certificates and any Distribution Date, the Business Day preceding such
Distribution Date (except in the case of the first Distribution Date, for which
the Record Date shall be the Closing Date); provided, however, that if the
Adjustable Rate Certificates are no longer Book-Entry Certificates, the “Record
Date” shall be the last Business Day of the month immediately preceding the
month in which the related Distribution Date occurs.

Recovery:  With respect to any Liquidated Mortgage
Loan, an amount received in respect of principal on such Mortgage Loan which has
previously been allocated as an Applied Realized Loss Amount to a Class or
Classes of Certificates net of reimburseable expenses.

Reference Bank Rate:  As to any Interest Period
relating to the Adjustable Rate Certificates 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 time, on the second
LIBOR Business Day prior to the first day of such Interest 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 Adjustable
Rate 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 after consultation with the
Seller, as of 11:00 A.M., New York City 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 Adjustable
Rate Certificates.  If no such quotations can be obtained, the Reference
Bank Rate shall be the Reference Bank Rate applicable to the preceding Interest
Period.

Reference Banks:  Three major banks that are engaged
in the London interbank market, selected by the Seller after consultation with
the Trustee.

Regular Certificates:  The Offered Certificates and
the Class BIO Certificates.

Related Documents:  As defined in Section 2.01.

Released Mortgaged Property Proceeds:  As to any
Mortgage Loan, proceeds received by the Servicer in connection with (a) a taking
of an entire Mortgaged Property by exercise of the power of eminent domain or
condemnation or (b) any release of part of the Mortgaged Property from the lien
of the related Mortgage, whether by partial condemnation, sale or otherwise,
which are not released to the Mortgagor in accordance with applicable law and
mortgage servicing standards the Servicer would use in servicing mortgage loans
for its own account and this Agreement.

REMIC:  A “real estate mortgage investment conduit”
within the meaning of Section 860D of the Code.

REMIC I: The segregated pool of assets consisting of the
REMIC II Regular Interests as described in Section 2.07.

REMIC I Certificates:  As defined in Section 2.07.

REMIC I Regular Interest:  As defined in Section
2.07.

REMIC II:  The segregated pool of assets consisting of
the REMIC III Regular Interests other than the Class P Certificate as described
in Section 2.07.

REMIC II Regular Interest:  As defined in Section
2.07.

REMIC III:  The segregated pool of assets consisting
of the REMIC IV Regular Interests as described in Section 2.07.

REMIC III Regular Interest:  As defined in Section
2.07.

REMIC IV:  The segregated pool of assets consisting of
the REMIC V Regular Interests as described in Section 2.07.

REMIC IV Regular Interest:  As defined in Section
2.07.

REMIC V:  The segregated pool of assets consisting of
the assets of the Trust other than the REMIC II Regular Interests, the REMIC III
Regular Interests, the REMIC IV Regular Interests, the Interest Rate Cap
Agreements, the First Loan Payment Account, the Pre-Funding Account and the Net
Rate Cap Fund.

REMIC V Regular Interest:  As defined in Section
2.07.

REMIC Certificate Maturity Date: The “latest possible
maturity date” as that term is defined in Section 2.09.

REMIC Change of Law:  Any proposed, temporary or final
regulation, revenue ruling, revenue procedure or other official announcement or
interpretation relating to any REMIC and the REMIC Provisions issued after the
Closing Date.

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.

REO Property:  A Mortgaged Property that is acquired
by the Servicer on behalf of the Trust in foreclosure or by deed in lieu of
foreclosure.

Required Overcollateralization Amount:  As to any
Distribution Date (a) prior to the Stepdown Date, the product of (x) 1.40% and
(y) the sum of the Cut-Off Date Pool Balance and the Original Pre-Funded Amount;
and (b) on and after the Stepdown Date, the greater of (A) the lesser of (i) the
product of (x) 1.40% and (y) the sum of the Cut-Off Date Pool Balance and the
Original Pre-Funded Amount and (ii) the product of (x) 2.80% and (y) the Pool
Balance at the end of the related Due Period and (B) the OC Floor;
provided, however, that on each Distribution Date during the
continuance of (a) a Delinquency Event (whether or not a Cumulative Loss Event
is continuing), the Required Overcollateralization Amount will equal the
Required Overcollateralization Amount in effect as of the immediately preceding
Distribution Date or (b) a Cumulative Loss Event (and a Delinquency Event is not
then continuing), the Required Overcollateralization Amount will equal the
lesser of (x) the Required Overcollateralization Amount in effect as of the
immediately preceding Distribution Date and (y) the product of 5.60% and the
Pool Balance as of the end of the related Due Period.  Notwithstanding the
foregoing, the Required Overcollateralization Amount shall never be less than
the OC Floor.

Residential Dwelling:  A one- to five-family dwelling,
a five- to eight-family dwelling, a mixed use property, a unit in a planned unit
development, a unit in a condominium development, a townhouse, a unit in a
cooperative or a mobile home treated as real property under local law.

Residual Certificates:  The Class R-1, Class R-2,
Class R-3, Class R-4 and Class R-5 Certificates collectively.

Responsible Officer:  When used with respect to the
Trustee, any officer assigned to the corporate trust group (or any successor
thereto), including any vice president, assistant vice president, trust officer,
any assistant secretary, any trust officer or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration of
this Agreement.  When used with respect to the Depositor, the Seller or
Servicer, the President or any Vice President, Assistant Vice President or any
Secretary or Assistant Secretary.

SAIF:  The Savings Association Insurance Fund, as from
time to time constituted, created under the Financial Institutions Reform,
Recovery and Enhancement Act of 1989, or, if at any time after the execution of
this Agreement the Savings Association Insurance Fund is not existing and
performing duties now assigned to it, the body performing such duties on such
date.

Security Agreement:  With respect to any Cooperative
Loan, the agreement between the owner of the related Cooperative Shares and the
originator of the related Mortgage Note, which defines the terms of the security
interest in such Cooperative Shares and the related Proprietary Lease.

Seller:  Delta.

Senior Certificate:  Any Certificate executed and
authenticated by the Trustee substantially in the form set forth in Exhibit A
and designated as a Class AV or Class A-IO Certificate pursuant to Section
6.01.

Senior Certificateholder:  The Holder of a Senior
Certificate.

Senior Enhancement Percentage:  As to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the sum
of (i) the aggregate Class Principal Balances of the Subordinate Certificates
and (ii) the Overcollateralization Amount (in each case, on the prior
Distribution Date) and the denominator of which is the sum of (x) the Pool
Balance as of the last day of the prior Due Period and (y) any remaining
Pre-Funded Amount as of the last day of the prior Due Period.

Senior Portion:  As to any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the aggregate
Class Principal Balance of the Class AV Certificates and the denominator of
which is the aggregate Class Principal Balance of the Offered Certificates.

Senior Principal Distribution Amount:  As to (a) any
Distribution Date prior to the Stepdown Date or during the continuance of a
Delinquency Event, the lesser of (i) 100% of the Principal Distribution Amount
and (ii) the aggregate Class Principal Balance of the Class AV Certificates, and
(b) any other Distribution Date, an amount equal to the lesser of (x) the
Principal Distribution Amount and (y) the excess, if any, of (i) the aggregate
Class Principal Balance of the Class AV Certificates immediately prior to such
Distribution Date over (ii) the lesser of (x) the product of 66.30% and the Pool
Balance as of the last day of the related Due Period, minus the Subordination
Required Overcollateralization Amount for that Distribution Date and (y) the
Pool Balance as of the last day of the related Due Period minus the OC
Floor.

Servicer:  Ocwen Federal Bank FSB, a federally
chartered savings bank or any successor thereto or any successor hereunder.

Servicer Reimbursement Amount:  As defined in Section
3.20.

Servicer Termination Test:  The Servicer Termination
Test is failed if either (x) Cumulative Net Losses for the Mortgage Loans exceed
5.10% of the aggregate Original Class Principal Balance of the Offered
Certificates or (y) the most recent Three Month 90-Day Delinquency Rate exceeds
30%.

Servicing Advances:  All reasonable and customary “out
of pocket” costs and expenses incurred in the performance by the Servicer of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures and any litigation
related to a Mortgage Loan, (iii) the management and liquidation of the REO
Property, including reasonable fees paid to any independent contractor in
connection therewith, (iv) compliance with the obligations under Section 3.04,
3.06 or 3.19 and (v) in connection with the liquidation of a Mortgage Loan,
expenditures relating to the purchase or maintenance of the First Lien pursuant
to Section 3.17, all of which reasonable and customary out-of-pocket costs and
expenses are reimbursable to the Servicer to the extent provided in Sections
3.03(ii) and (vi), and 3.06.

Servicing Certificate:  A certificate completed and
executed by a Servicing Officer on behalf of the Servicer.

Servicing Compensation:  The Servicing Fee and other
amounts to which the Servicer is entitled pursuant to Section 3.08.

Servicing Fee:  As to each Distribution Date and each
Mortgage Loan, the monthly fee payable to the Servicer, which is calculated as
an amount equal to the product of one-twelfth of the applicable Servicing Fee
Rate and the Principal Balance thereof at the beginning of the related Due
Period.

Servicing Fee Rate:  For any Distribution Date in the
applicable period below, the per annum percentage set forth for the related
Distribution Date:

	
      Distribution
      Dates
	
      Servicing Fee Rate

	
      April
      2004 – January 2005
	
      0.30%

	
      February
      2005 – March 2006
	
      0.40%

	
      April
      2006 – March 2007
	
      0.50%

	
      April
      2007 and thereafter
	
      0.65%






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

Servicing Rights Owner:  The Servicer or an Affiliate
of the Servicer that has acquired or may acquire ownership of the servicing
rights associated with the servicing rights and obligations under this
Agreement.

Servicing Rights Pledgee:  As defined in Section
7.04.

Servicing Transfer Costs:  All reasonable costs and
expenses incurred by the Successor Servicer in connection with the transfer of
servicing from a predecessor servicer, including, without limitation, any
reasonable costs or expenses associated with the complete transfer of all
electronic servicing data and the completion, correction or manipulation of such
electronic servicing data as may be required by the Successor Servicer to
correct any errors or insufficiencies in the servicing data or otherwise to
enable the Successor Servicer to service the Mortgage Loans properly and
effectively.

Sixty Day Delinquency Rate:  As to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate Principal Balances of the Mortgage Loans that are (a) 60 or more days
delinquent, (b) 60 or more days delinquent and in bankruptcy or foreclosure or
(c) REO Property, in each case, as of the last day of the preceding month, and
the denominator of which is the Pool Balance as of the last day of the related
Due Period.

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

Startup Day:  The day designated as such pursuant to
Section 2.08.

Stepdown Date:  The earlier to occur of (x) the first
Distribution Date after the Distribution Date on which the aggregate Class
Principal Balance of the Class A Certificates is reduced to zero and (y) the
later to occur of (i) the Distribution Date in April 2007 and (ii) the first
Distribution Date on which the Senior Enhancement Percentage (assuming 100% of
the Principal Distribution Amount is distributed on the Class A Certificates) is
at least equal to 36.50%.

Subordinate Certificates:  Any Certificate executed
and authenticated by the Trustee substantially in the form set forth in Exhibit
A and designated as a Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 or
Class M-6 Certificates pursuant to Section 6.01.

Subordination Deficiency:  As to any Distribution
Date, the excess, if any, of (i) the Required Overcollateralization Amount for
such Distribution Date over (ii) the Overcollateralization Amount for such
Distribution Date after giving effect to the distribution of the Basic Principal
Amount on such Distribution Date.

Subordination Increase Amount:  As to any Distribution
Date, the lesser of (i) the Subordination Deficiency and (ii) the Excess
Interest.

Subordination Required Overcollateralization Amount:
 As to any Distribution Date on which a Delinquency Event does not exist,
the Required Overcollateralization Amount without giving effect to the OC Floor
calculation.  As to any other Distribution Date, the Required
Overcollateralization Amount.

Subsequent Mortgage Loan Schedule:  As of any date of
determination, the schedule that is identified as the schedule of Subsequent
Mortgage Loans and is attached to the Subsequent Transfer Agreement.

Subsequent Mortgage Loans:  The Mortgage Loans
identified on the Subsequent Mortgage Loan Schedule.

Subsequent Transfer Agreement:  A Subsequent Transfer
Agreement entered into between the Seller, the Depositor and the Trustee,
substantially in the form attached as Exhibit D.

Subsequent Transfer Date:  Each date during the
Funding Period on which Subsequent Mortgage Loans are sold to the Trust.

Subservicer:  Any Person with whom the Servicer has
entered into a Subservicing Agreement and who satisfies the requirements set
forth in Section 3.01(b) in respect of the qualification of a Subservicer.

Subservicing Agreement:  Any agreement between the
Servicer and any Subservicer relating to subservicing and/or administration of
certain Mortgage Loans as provided in Section 3.01(b), a copy of which shall be
delivered, along with any modifications thereto, to the Trustee.

Substitution Adjustment:  As to any date on which a
substitution occurs pursuant to Section 2.05, the sum of (a) the excess of (i)
the aggregate Principal Balances of all Defective Mortgage Loans to be replaced
by Eligible Substitute Mortgage Loans (after application of principal payments
received on or before the date of substitution of any Eligible Substitute
Mortgage Loans as of the date of substitution) over (ii) the Principal Balance
of such Eligible Substitute Mortgage Loans and (b) the greater of (x) accrued
and unpaid interest on such excess through the Due Period relating to the
Distribution Date for which such Substitution Adjustment will be included as
part of Available Funds and (y) thirty (30) days’ interest on such excess
calculated on a 360-day year in each case at the Loan Rate and (c) the amount of
any unreimbursed Servicing Advances made by the Servicer with respect to such
Defective Mortgage Loan and (d) the amount referred to in clause (iv) of the
definition of Purchase Price in respect of such Defective Mortgage Loan.

Successor Servicer:  As defined in Section 8.02.

Tax Matters Person:  As defined in Section 2.11.

Tax Matters Person Residual Interest:  A 0.000001%
interest in each of the Class R-1, Class R-2, Class R-3, Class R-4 and Class R-5
Certificates, which shall be issued to and held by the Tax Matters Person.

Three Month Delinquency Rate:  As to any Distribution
Date the arithmetic average of the Sixty Day Delinquency Rates for the three
Distribution Dates preceding such Distribution Date.

Three Month 90-Day Delinquency Rate:  As to any
Distribution Date the arithmetic average of the Ninety Day Delinquency Rates for
the three Distribution Dates preceding such Distribution Date.

Trust:  The trust created by this Agreement, the
corpus of which consists of the Mortgage Loans, such assets as shall from time
to time be deposited in the Collection Account, the Pre-Funding Account, the
First Payment Loan Account, the Distribution Account and the Net Rate Cap Fund,
each in accordance with this Agreement, REO Property, certain hazard insurance
policies maintained by the Mortgagors or the Servicer in respect of the Mortgage
Loans, the rights of the Trustee, on behalf of the Trust, under the Interest
Rate Cap Agreements, any derivative contract or comparable instrument
contributed or deposited by the Seller pursuant to Section 2.14 of this
Agreement and all proceeds of each of the foregoing.

Trustee:  Wells Fargo Bank, National Association, or
any successor Trustee appointed in accordance with this Agreement that has
accepted such appointment in accordance with this Agreement.

Trustee Fee:  As to any Distribution Date, an amount
equal to the product of (i) one-twelfth of the Trustee Fee Rate and (ii) the sum
of the Pool Balance as of the beginning of the related Due Period and (y) the
Pre-Funded Amount as of the beginning of the related Due Period.

Trustee Fee Rate:  0.0110% per annum, of which 0.0050%
per annum is allocable to the Custodian for custodial services and 0.0060% per
annum is allocable to the Trustee for trustee services.

Underwriters’ Exemption:  Prohibited Transaction
Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor
thereto), or any substantially similar administrative exemption granted by the
U.S. Department of Labor.

Voting Rights:  The right to vote evidenced by a
Certificate as follows: the Class BIO Certificates, in the aggregate, shall
evidence Voting Rights equal to the percentage equivalent of a fraction, the
numerator of which is the Required Overcollateralization Amount and the
denominator of which is the Pool Balance; the Certificates, other than the Class
BIO Certificates, shall evidence Voting Rights equal to 100% minus the Voting
Rights evidenced by the Class BIO Certificates.  The Voting Rights shall be
allocated to the Certificates, other than the Class BIO Certificates, as
follows:  1% to the Class A-IO-1 Certificates, 1% to the Class A-IO-2
Certificates, 1% to the Class P Certificates and 1% to the Residual Certificates
in the aggregate and the remainder among the other Classes of Offered
Certificates in proportion to their respective Class Principal Balances.
 Voting Rights allocated to a Class of Certificates shall be allocated
among the Certificates of such Class in proportion to their respective
Percentage Interests.

Section 1.02.  Interest Calculations.  All
calculations of interest that are made in respect of the Principal Balance of
the Mortgage Loans shall be made on the basis of a 360-day year consisting of
twelve 30-day months.  The Certificate Rates for the Certificates shall be
calculated on the basis set forth in the definition of Interest Period.
 The calculation of the Servicing Fee and the Trustee Fee shall be made on
the basis of a 360-day year consisting of twelve 30-day months.  All dollar
amounts calculated hereunder shall be rounded to the nearest penny with one-half
of one penny being rounded down.

ARTICLE II




Conveyance of Initial Mortgage Loans;

Original Issuance of Certificates;

Tax Treatment




Section 2.01.  Conveyance of Initial Mortgage
Loans.

(a)

The Seller, concurrently with the execution and delivery of this
Agreement, does hereby sell, transfer, assign, set over and otherwise convey, to
the Depositor, without recourse, (subject to Sections 2.02 and 2.04) (i) all of
its right, title and interest in and to each Mortgage Loan, including the
Cut-Off Date Principal Balance and all collections in respect of interest and
principal received after the Cut-Off Date (other than payments in respect of
accrued interest and principal due on or before March 1, 2004); (ii) property
which secured such Mortgage Loan and which has been acquired by foreclosure or
deed in lieu of foreclosure; (iii) its interest in any insurance policies in
respect of the Initial Mortgage Loans; (iv) the Net Cap Fund Deposit; (v) such
amounts as may be deposited into and held by the Trustee in the Pre-Funding
Account and the First Payment Loan Account, together with all investment
earnings on such amounts; (vi) any derivative contract or comparable instrument
contributed or deposited by the Seller pursuant to Section 2.14 of this
Agreement; and (vii) all proceeds of any of the foregoing.

Immediately upon the conveyance referred to in the preceding
paragraph, the Depositor does hereby sell, transfer, assign, set over and
otherwise convey to the Trustee on behalf of Certificateholders, without
recourse, all of the Depositor’s right, title and interest in and to each asset
conveyed to the Depositor by the Seller, including all of the rights of the
Depositor to require the Seller to comply with its obligations under this
Agreement.  In addition, on or prior to the Closing Date, the Depositor
shall cause the Trustee, on behalf of the Trust, to enter into the Interest Rate
Cap Agreements with the Cap Provider.

It is agreed and understood by the parties hereto that it is not
intended that any Mortgage Loan be included in the Trust that is a “High-Cost
Home Loan” as defined in the New Jersey Home Ownership Act effective November
27, 2003 or the Home Loan Protection Act of New Mexico effective January 1,
2004.

In connection with such transfer, assignment and conveyance the
Seller shall deliver to, and deposit with, the Trustee or the Custodian on
behalf of the Trustee, on or before the Closing Date, the following documents or
instruments with respect to each Initial Mortgage Loan (the “Related Documents”)
and the related Mortgage Loan Schedule in computer readable format:

(i)

The original Mortgage Note, with all prior and intervening
endorsements showing a complete chain of endorsements from the originator of the
Mortgage Loan to the Person so endorsing the Mortgage Loan to the Trustee,
endorsed by such Person “Pay to the order of Wells Fargo Bank, National
Association, as Trustee for Renaissance HEL Trust 2004-1 without recourse” and
signed, by facsimile or manual signature, in the name of the Seller by a
Responsible Officer;

(ii)

For each Mortgage Loan that is not a MERS Mortgage Loan, any of:
(1) the original Mortgage and related power of attorney, if any, with evidence
of recording thereon, (2) a copy of the Mortgage and a copy of the related power
of attorney, if any, certified as a true copy of the original Mortgage or power
of attorney by a Responsible Officer of the Seller by facsimile or manual
signature or by the closing attorney or by an officer of the title insurer or
agent of the title insurer that issued the related title insurance policy, in
each case, if the original has been transmitted for recording until such time as
the original is returned by the public recording office or (3) a copy of the
original recorded Mortgage and a copy of the related power of attorney, if any,
certified by the public recording office.  For each Mortgage Loan that is a
MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the
related Mortgage Loan and either language indicating that the Mortgage Loan is a
MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a
MOM Loan at origination, the original Mortgage and the assignment thereof to
MERS, with evidence of recording indicated thereon, or a copy of the Mortgage
certified by the public recording office in which such Mortgage has been
recorded;

(iii)

For each Mortgage Loan, the original Assignment of Mortgage in
recordable form, from the Seller in blank, or to “Wells Fargo Bank, National
Association, as Trustee for Renaissance HEL Trust 2004-1”;

(iv)

The original lender’s policy of title insurance or a true copy
thereof or, if such original lender’s title insurance policy has been lost, a
copy thereof certified by the appropriate title insurer to be true and complete
or, if such lender’s title insurance policy has not been issued as of the
Closing Date, a marked up commitment (binder) to issue such policy;

(v)

For each Mortgage Loan that was not a MERS Mortgage Loan at its
origination, all intervening assignments, if any, showing a complete chain of
assignments from the originator to the Seller, including any recorded
warehousing assignments, with evidence of recording thereon, or a copy thereof
certified by a Responsible Officer of the Seller by facsimile or manual
signature, or by the closing attorney or by an officer of the title insurer or
agent of the title insurer that issued the related title insurance policy, as a
true copy of the original of such intervening assignments if the original has
been transmitted for recording until such time as the original is returned by
the public recording office or a copy of the original recorded intervening
assignments certified by the public recording office;

(vi)

Originals of all assumption, written assurance, substitution and
modification agreements, if any; and

(vii)

In the case of a Cooperative Loan, the originals of the following
documents or instruments:

(a)

The
Cooperative Shares, together with a stock power in blank;

(b)

The
executed Security Agreement;

(c)

The
executed Proprietary Lease;

(d)

The
executed Recognition Agreement;

(e)

The
executed assignment of Recognition Agreement;

(f)

The
executed UCC-1 financing statements with evidence of recording thereon which
have been filed in all places required to perfect the Seller’s interest in the
Cooperative Shares and the Proprietary Lease; and

(g)

Executed
UCC-3 financing statements or other appropriate UCC financing statements
required by state law, evidencing a complete and unbroken line from the
mortgagee to the Trustee with evidence of recording thereon (or in a form
suitable for recordation).

In addition, in connection with the assignment of any MERS
Mortgage Loan, the Seller agrees that it will cause, at the Seller’s expense,
the MERS® System to indicate that such Mortgage Loans have been assigned by the
Seller to the Trustee in accordance with this Agreement (and any Subsequent
Transfer Agreement, as applicable) 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 the information required
by the MERS® System to identify the series of Certificates issued in connection
with such Mortgage Loans.  The Seller further agrees that it will not, and
will not permit the Servicer to, and the Servicer agrees that it will not, alter
the information 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.

In instances where, for a Mortgage Loan that is not a MERS
Mortgage Loan, the original recorded Mortgage is not delivered as provided
above, and in instances where intervening assignments called for by clause (v)
above are unavailable, the Seller will deliver or cause to be delivered the
original recorded Mortgage and intervening assignments to the Trustee or the
Custodian on behalf of the Trustee promptly upon receipt thereof but in no event
later than one year after the Closing Date.

The Seller hereby confirms to the Depositor and the Trustee that
it has caused the portions of the Electronic Ledger relating to the Mortgage
Loans to be clearly and unambiguously marked, and has made the appropriate
entries in its general accounting records, to indicate that such Mortgage Loans
have been transferred to the Trustee, as designee of the Depositor, and
constitute part of the Trust in accordance with the terms of the trust created
hereunder.

(b)

The parties hereto intend that the transactions set forth herein
be a sale by the Seller to the Depositor of all the Seller’s right, title and
interest in and to the Mortgage Loans and other property described above and the
sale by the Depositor to the Trust of all the Depositor’s right, title and
interest in and to the Mortgage Loans and other property described above.
 In the event either transaction set forth herein is deemed not to be a
sale, the Seller hereby grants to the Depositor, and the Depositor hereby grants
to the Trustee, a security interest in all of its respective right, title and
interest in, to and under the Mortgage Loans and other property described above;
and this Agreement shall constitute a security agreement under applicable law.
 The Seller, the Depositor and the Trustee 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 the Agreement.

Except as may otherwise expressly be provided herein, neither the
Seller, the Depositor, the Servicer nor the Trustee shall (and the Servicer
shall ensure that no Subservicer shall) assign, sell, dispose of or transfer any
interest in the Trust or any portion thereof, or permit the Trust or any portion
thereof to be subject to any lien, claim, mortgage, security interest, pledge or
other encumbrance of, any other Person.

In the event that the parties hereto have failed to transfer the
entire legal ownership in and to each Mortgage Loan to the Trust, the parties
hereto intend that this document operate to transfer the entire equitable
ownership interest in and to each Mortgage Loan to the Trust.

(c)

Within thirty (30) days of the Closing Date, the Seller, at its
own expense, shall prepare and send for recording the Assignments of Mortgage in
favor of the Trustee, in the appropriate real property or other records;
provided, however, that the Seller shall not be required to record
Assignments of Mortgage if the related Mortgaged Property is located in a
jurisdiction in which the recording thereof is not necessary to protect the
interests of the Trustee or Certificateholders in the related Mortgage as
evidenced by an Opinion of Counsel, in form and substance satisfactory to the
Rating Agencies, delivered to the Trustee and the Rating Agencies.  With
respect to any Assignment of Mortgage as to which the related recording
information is unavailable within thirty (30) days following the Closing Date,
such Assignment of Mortgage shall be submitted for recording within thirty (30)
days after receipt of such information but in no event later than one year after
the Closing Date.  The Trustee or the Custodian on behalf of the Trustee
shall be required to retain a copy of each Assignment of Mortgage submitted for
recording.  In the event that any such Assignment of Mortgage is lost or
returned unrecorded because of a defect therein, the Seller shall promptly
prepare a substitute Assignment of Mortgage or cure such defect, as the case may
be, and thereafter the Seller shall be required to submit each such Assignment
of Mortgage for recording.  Any failure of the Seller to comply with this
Section 2.01(c) shall result in the obligation of the Seller to purchase or
substitute for the related Mortgage Loans pursuant to the provisions of Section
2.02.

(d)

Neither the Trustee nor the Custodian on behalf of the Trustee
shall have any responsibility for reviewing any Mortgage File except as
expressly provided in Section 2.02.  Without limiting the effect of the
preceding sentence, in reviewing any Mortgage File pursuant to such subsection,
neither the Trustee nor the Custodian shall have any responsibility for
determining whether any document is valid and binding, whether the text of any
assignment or endorsement is in proper or recordable form (except, if
applicable, to determine if the Trustee is the assignee or endorsee), whether
any document has been recorded in accordance with the requirements of any
applicable jurisdiction, or whether a blanket assignment is permitted in any
applicable jurisdiction, but shall only be required to determine whether a
document has been executed, that it appears to be what it purports to be, and,
where applicable, that it purports to be recorded, but shall not be required to
determine whether any Person executing any document is authorized to do so or
whether any signature thereon is genuine.

(e)

Notwithstanding the delivery of the Opinion of Counsel referred to
in Section 2.01(c), Assignments of Mortgage shall be submitted by the Seller for
recording within five (5) Business Days after the earlier to occur of (i) a
transfer of the servicing of the Mortgage Loans from the Servicer and (ii) an
Event of Default.

Section 2.02.  Acceptance by Trustee.  The
Trustee hereby acknowledges the sale and assignment of the Mortgage Loans, and,
subject to the review provided for in this Section 2.02 and the period for
delivery provided for in Section 2.01, its receipt or that of the Custodian on
behalf of the Trustee of the Mortgage Files, and declares that the Trustee or
the Custodian on behalf of the Trustee holds and will hold such documents and
all amounts received by it thereunder and hereunder in trust, upon the terms
herein set forth, for the use and benefit of all present and future
Certificateholders.  If the Seller is given notice under this Section 2.02
that a Mortgage File is defective or incomplete and if the Seller does not
correct or cure such omission or defect within the 90-day period specified in
this Section 2.02, the Seller shall purchase such Mortgage Loan from the Trustee
(i) on the Determination Date in the month following the month in which such
90-day period expired at the Purchase Price of such Mortgage Loan or (ii) upon
the expiration of such 90-day period if the omission or defect would result in
the related Mortgage Loan not being a Qualified Mortgage Loan for purposes of
Section 860G(a)(3) of the Code.  At any time the Seller exercises its
option to repurchase any Mortgage Loan pursuant to Section 2.04(b), the Seller
shall notify the Depositor, the Servicer and the Trustee of any such repurchase
no later than five Business Days prior to the Determination Date of the month in
which it wishes to repurchase such Mortgage Loans and the Seller shall
repurchase such Mortgage Loan from the Trustee on such Determination Date.
 The Purchase Price for any purchased or repurchased Mortgage Loan shall be
delivered to the Servicer for deposit in the Collection Account (and the
Servicer shall deposit such amount upon receipt) no later than the applicable
Determination Date or the Business Day preceding the expiration of such 90-day
period, as the case may be; and, upon receipt by the Trustee or the Custodian on
behalf of the Trustee of written notification of such deposit signed by a
Responsible Officer of the Seller, the Trustee or the Custodian on behalf of the
Trustee shall release to the Seller the related Mortgage File and the Trustee
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be necessary to vest in the Seller or its
designee any Mortgage Loan released pursuant hereto.  It is understood and
agreed that the obligation of the Seller to purchase any Mortgage Loan as to
which a material defect in or omission of a constituent document exists shall
constitute the sole remedy against the Seller respecting such defect or omission
available to the Servicer (in its role as such), the Certificateholders, or the
Trustee on behalf of Certificateholders.  An Opinion of Counsel to the
effect set forth in Section 2.05(d) shall be delivered to the Trustee in
connection with any purchase or repurchase pursuant to this Section 2.02.
 If pursuant to the foregoing provisions the Seller repurchases a Mortgage
Loan that is a MERS Mortgage Loan, the Servicer shall, at the Seller’s expense,
either (i) cause MERS to execute and deliver an Assignment of 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® System in accordance
with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS®
System the Seller as the beneficial holder of such Mortgage Loan.

The Seller, promptly following the transfer of (i) a Mortgage Loan
from or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this
Section 2.02 or Section 2.05, as the case may be, shall amend the Mortgage Loan
Schedule, appropriately mark the Electronic Ledger and make appropriate entries
in its general account records to reflect such transfer and the addition of any
Eligible Substitute Mortgage Loan, if applicable.

On the Closing Date or no later than the 45th day following the
Closing Date, the Trustee or the Custodian on behalf of the Trustee shall
certify to the Seller, the Depositor and the Servicer (and the Trustee if the
Custodian is so certifying) that it has reviewed each Mortgage File and that, as
to each Mortgage Loan listed in the related Mortgage Loan Schedule (other than
any Mortgage Loan paid in full or any Mortgage Loan specifically identified in
the certification in the form annexed hereto as Exhibit O as not covered
by such certification), (i) all documents constituting part of such Mortgage
File required to be delivered to it pursuant to paragraphs (i) - (v) and (vii)
of Section 2.01(a) are in its possession, (ii) such documents have been reviewed
by it and appear regular on their face and relate to such Mortgage Loan, (iii)
based on its examination and only as to the foregoing, the information set forth
in the Mortgage Loan Schedule which corresponds to items (ii) and (iii) of the
definition of “Mortgage Loan Schedule” accurately reflects information set forth
in the Mortgage File.  If within such 45-day period the Trustee or the
Custodian on behalf of the Trustee finds any document constituting a part of a
Mortgage File not to have been executed or received or to be unrelated to the
Mortgage Loans identified in said Mortgage Loan Schedule or, if in the course of
its review, the Trustee or the Custodian on behalf of the Trustee determines
that such Mortgage File is otherwise defective in any material respect, the
Trustee or the Custodian on behalf of the Trustee shall promptly upon the
conclusion of its review notify the Seller in the form of an exception report
and the Seller shall have a period of ninety (90) days after such notice within
which to correct or cure any such defect.

On the 360th day following the Closing Date, the Trustee or the
Custodian on behalf of the Trustee shall deliver to the Seller and the Servicer
an exception report showing the documents outstanding pursuant to Section
2.01(a) along with a final certification annexed hereto as Exhibit P updated
from the previous certification issued in the form of Exhibit O.  The
Trustee or the Custodian on behalf of the Trustee shall also maintain records
adequate to determine the date on which any document required to be delivered to
it after such 360th day following the Closing Date must be delivered to it, and
on each such date, the Trustee or the Custodian on behalf of the Trustee shall
review the related Mortgage File to determine whether such document has, in
fact, been delivered.  After the delivery of the final certification, a
form of which is attached hereto as Exhibit P, (i) the Trustee or the Custodian
on behalf of the Trustee shall provide to the Servicer and the Seller (and to
the Trustee if delivered by the Custodian), no less frequently than monthly,
updated exception reports showing the documents outstanding pursuant to Section
2.01(a) until all such exceptions have been eliminated and (ii) the Seller shall
provide to the Trustee or the Custodian on behalf of the Trustee and the
Servicer, no less frequently than monthly, updated certifications indicating the
then current status of exceptions until all such exceptions have been
eliminated; provided that the delivery of the final certification shall
not act as a waiver of any of the rights the Certificateholders may have with
respect to such exceptions, and all rights are reserved with respect
thereto.

Neither the Trustee nor the Custodian makes any representations as
to and shall not be responsible to verify (i) the validity, sufficiency,
legality, due authorization, recordation or genuineness of any document or (ii)
the collectability, insurability or effectiveness of any of the Mortgage
Loans.

Section 2.03.  Representations and Warranties Regarding
the Seller, the Servicer and the Depositor.

(a)

The Seller represents and warrants that, as of the Closing
Date:

(i)

The Seller is a corporation licensed as a mortgage banker duly
organized, validly existing and in good standing under the laws of the state of
its incorporation and has, and had at all relevant times, full corporate power
to originate the Mortgage Loans, to own its property, to carry on its business
as presently conducted and to enter into and perform its obligations under this
Agreement.  The Seller has all necessary licenses and is qualified to
transact business in and is in good standing under the laws of each state where
a Mortgaged Property is located or is otherwise exempt under applicable law from
such qualification or is otherwise not required under applicable law to effect
such qualification and no demand for such qualification has been made upon the
Seller by any state having jurisdiction;

(ii)

The execution and delivery of this Agreement by the Seller and the
Seller’s performance of and compliance with the terms of this Agreement will not
violate the Seller’s articles of incorporation or by-laws or constitute a
default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the breach or acceleration of, any
material contract, agreement or other instrument to which the Seller is a party
or which may be applicable to the Seller or any of its assets;

(iii)

The Seller has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement to be consummated by
it, has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.  This
Agreement, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid, legal and binding obligation of the Seller,
enforceable against it in accordance with the terms hereof, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other similar laws relating to or affecting the
rights of creditors generally, and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law);

(iv)

The Seller is not in violation of, and the execution and delivery
of this Agreement by the Seller and the performance by it and compliance with
the terms of this Agreement will not constitute a violation with respect to, any
order or decree of any court or any order or regulation of any federal, state,
municipal or governmental agency having jurisdiction, which violation would
materially and adversely affect the condition (financial or otherwise) or
operations of the Seller or any of its properties or materially and adversely
affect the performance of any of its duties hereunder;

(v)

There are no actions or proceedings against, or investigations of,
the Seller pending or, to the knowledge of the Seller, threatened, before any
court, administrative agency or other tribunal (A) that, if determined
adversely, would prohibit its entering into this Agreement, (B) seeking to
prevent the consummation of any of the transactions contemplated by this
Agreement or (C) that, if determined adversely, would prohibit or materially and
adversely affect the performance by the Seller of any of its obligations under,
or the validity or enforceability of, this Agreement;

(vi)

No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, this Agreement,
or for the consummation of the transactions contemplated by this Agreement,
except for such consents, approvals, authorizations and orders, if any, that
have been obtained prior to the Closing Date;

(vii)

The Seller did not sell the Mortgage Loans to the Depositor with
any intent to hinder, delay or defraud any of its creditors; and the Seller will
not be rendered insolvent as a result of the sale of the Mortgage Loans to the
Depositor;

(viii)

The Seller acquired title to the Mortgage Loans in good faith,
without notice of any adverse claim;

(ix)

The Seller is 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 MERS Mortgage Loans for as long as such Mortgage Loans
are registered with MERS;

(x)

No Officer’s Certificate, statement, report or other document
prepared by the Seller and furnished or to be furnished by it pursuant to this
Agreement or in connection with the transactions contemplated hereby contains
any untrue statement of material fact;

(xi)

The transfer, assignment and conveyance of the Mortgage Notes and
the Mortgages by the Seller pursuant to this Agreement are not subject to the
bulk transfer laws or any similar statutory provisions in effect in any
applicable jurisdiction;

(xii)

The transactions contemplated by this Agreement are in the
ordinary course of business of the Seller; and

(xiii)

The Seller has caused or hereby agrees to cause to be performed
any and all acts required to be performed to preserve the rights and remedies of
the Trustee in any insurance policies applicable to the Mortgage Loans,
including, without limitation, any necessary notifications of insurers,
assignments of policies or interests therein, and establishments of co-insured,
joint loss payee and mortgagee rights in favor of the Trustee.

(b)

The Servicer represents and warrants that, as of the Closing
Date:

(i)

The Servicer is a federally chartered savings bank duly organized,
validly existing and in good standing under the laws of the United States and
has, and had at all relevant times, full power to service the Mortgage Loans, to
own its property, to carry on its business as presently conducted and to enter
into and perform its obligations under this Agreement;

(ii)

The execution and delivery of this Agreement by the Servicer and
the performance by it of and compliance with the terms of this Agreement will
not violate the Servicer’s charter or by-laws or constitute a default (or an
event which, with notice or lapse of time or both, would constitute a default)
under, or result in the breach or acceleration of, any material contract,
agreement or other instrument to which the Servicer is a party or which may be
applicable to the Servicer or any of its assets;

(iii)

The Servicer has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement to be consummated by
it, has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.  This
Agreement, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid, legal and binding obligation of the
Servicer, enforceable against it in accordance with the terms hereof, except as
such enforcement may be limited by insolvency, reorganization, receivership,
moratorium or other similar laws relating to or affecting the rights of
creditors generally or the rights of creditors of insured institutions, and by
general equity principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law);

(iv)

The Servicer is not in violation of, and the execution and
delivery of this Agreement by the Servicer and the performance by it and
compliance with the terms of this Agreement will not constitute a violation with
respect to, any order or decree of any court or any order or regulation of any
federal, state, municipal or governmental agency having jurisdiction, which
violation would materially and adversely affect the condition (financial or
otherwise) or operations of the Servicer or any of its properties or materially
and adversely affect the performance of any of its duties hereunder;

(v)

There are no actions or proceedings against, or investigations of,
the Servicer pending or, to the knowledge of the Servicer, threatened, before
any court, administrative agency or other tribunal (A) that, if determined
adversely, would prohibit its entering into this Agreement, (B) seeking to
prevent the consummation of any of the transactions contemplated by this
Agreement or (C) that, if determined adversely, would prohibit or materially and
adversely affect the performance by the Servicer of any of its obligations
under, or the validity or enforceability of, this Agreement;

(vi)

No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Servicer of, or compliance by the Servicer with, this
Agreement, or for the consummation of the transactions contemplated by this
Agreement, except for such consents, approvals, authorizations and orders, if
any, that have been obtained prior to the Closing Date;

(vii)

No Officer’s Certificate, statement, report or other document
prepared by the Servicer and furnished or to be furnished by it pursuant to this
Agreement or in connection with the transactions contemplated hereby contains
any untrue statement of material fact;

(viii)

The Servicer believes that the Servicing Fee Rate provides a
reasonable level of base compensation to the Servicer for servicing the Mortgage
Loans on the terms set forth herein; 

(ix)

The transactions contemplated by this Agreement are in the
ordinary course of business of the Servicer;

(x)

The collection practices used by the Servicer with respect to the
Mortgage Loans have been, in all material respects, legal, proper, prudent and
customary in the non-conforming mortgage servicing business; and

(xi)

The Servicer is 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 MERS Mortgage Loans for as long as such Mortgage Loans
are registered with MERS.

(c)

The Depositor represents and warrants that, as of the Closing
Date:

(i)

The Depositor is a corporation duly organized, validly existing
and in good standing under the laws of the state of Delaware and has, and had at
all relevant times, full power to own its property, to carry on its business as
presently conducted and to enter into and perform its obligations under this
Agreement;

(ii)

The execution and delivery of this Agreement by the Depositor and
the performance by it of and compliance with the terms of this Agreement will
not violate the Depositor’s charter or by-laws or constitute a default (or an
event which, with notice or lapse of time or both, would constitute a default)
under, or result in the breach or acceleration of, any material contract,
agreement or other instrument to which the Depositor is a party or which may be
applicable to the Depositor or any of its assets;

(iii)

The Depositor has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement to be consummated by
it, has duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.  This
Agreement, assuming due authorization, execution and delivery by the other
parties hereto, constitutes a valid, legal and binding obligation of the
Depositor, enforceable against it in accordance with the terms hereof, except as
such enforcement may be limited by insolvency, reorganization, receivership,
moratorium or other similar laws relating to or affecting the rights of
creditors generally, and by general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law);

(iv)

The Depositor is not in violation of, and the execution and
delivery of this Agreement by the Depositor and the performance by it and
compliance with the terms of this Agreement will not constitute a violation with
respect to, any order or decree of any court or any order or regulation of any
federal, state, municipal or governmental agency having jurisdiction, which
violation would materially and adversely affect the condition (financial or
otherwise) or operations of the Depositor or any of its properties or materially
and adversely affect the performance of any of its duties hereunder;

(v)

There are no actions or proceedings against, or investigations of,
the Depositor pending or, to the knowledge of the Depositor, threatened, before
any court, administrative agency or other tribunal (A) that, if determined
adversely, would prohibit its entering into this Agreement, (B) seeking to
prevent the consummation of any of the transactions contemplated by this
Agreement or (C) that, if determined adversely, would prohibit or materially and
adversely affect the performance by the Depositor of any of its obligations
under, or the validity or enforceability of, this Agreement;

(vi)

No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Depositor of, or compliance by the Depositor with, this
Agreement, or for the consummation of the transactions contemplated by this
Agreement, except for such consents, approvals, authorizations and orders, if
any, that have been obtained prior to the Closing Date;

(vii)

With respect to each Mortgage Loan and following the transfer of
the Mortgage Loans to it by the Seller, the Depositor had good title to the
Mortgage Loans and the Mortgage Notes were subject to no offsets, defenses or
counterclaims; and

(viii)

The Depositor did not sell the Mortgage Loans to the Trust with
any intent to hinder, delay or defraud any of its creditors; and the Depositor
will not be rendered insolvent as a result of the sale of the Mortgage Loans to
the Trust. 

(d)

The representations and warranties set forth in this Section 2.03
shall survive the sale and assignment of the Mortgage Loans to the Trust.
 Upon discovery of a breach of any representations and warranties which
materially and adversely affects the interests of the Certificateholders, the
Person discovering such breach shall give prompt written notice to the other
parties.  Within sixty (60) days of its discovery or its receipt of notice
of such breach, or, with the prior written consent of a Responsible Officer of
the Trustee, such longer period specified in such consent, the Seller, the
Depositor or the Servicer, as the case may be, shall cure such breach in all
material respects.

Section 2.04.  Representations and Warranties of the
Seller Regarding the Mortgage Loans.  

(a)

The Seller represents and warrants to the Servicer, Depositor and
the Trustee on behalf of the Certificateholders as follows as of the Closing
Date:

1.

The information set forth on the Mortgage Loan Schedule and the
Prepayment Charge Schedule is complete, true and correct as of the dates as of
which the information therein is given;

2.

The Mortgage Notes and the Mortgages have not been assigned or
pledged by the Seller to any Person other than warehouse lenders, and
immediately prior to the transactions herein contemplated, the Seller had good
and marketable title thereto, and was the sole owner and holder of the Mortgage
Loans free and clear of any and all liens, claims, encumbrances, participation
interests, equities, pledges, charges or security interests of any nature
(collectively, a “Lien”), other than any such Lien released simultaneously with
the sale contemplated herein, and had full right and authority, subject to no
interest or participation of, or agreement with, any other party, to sell and
assign the same pursuant to this Agreement, and immediately upon the transfer
and assignment of each Mortgage Loan as contemplated by this Agreement, the
Trust will be the sole beneficial owner of, each Mortgage Loan free and clear of
any lien, claim, participation interest, mortgage, security interest, pledge,
charge or other encumbrance or other interest of any nature;

3.

With respect to any Mortgage Loan that is not a Cooperative Loan,
each Mortgage is a valid and existing lien on the property therein described,
and each Mortgaged Property is free and clear of all encumbrances and liens
having priority over the lien of the Mortgage, except (i) liens for real estate
taxes and special assessments not yet due and payable, (ii) covenants,
conditions and restrictions, rights of way, easements and other matters of
public record as of the date of recording such Mortgage, such exceptions
appearing of record being acceptable to mortgage lending institutions generally
or specifically reflected in the appraisal made in connection with the
origination of the related Mortgage Loan, (iii) 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 such Mortgage, (iv) in the
case of a Mortgaged Property that is a condominium or an individual unit in a
planned unit development, liens for common charges permitted by statute and (v)
in the case of a Mortgage Loan secured by a second lien on the related Mortgaged
Property, the related First Lien.  Any security agreement, chattel mortgage
or equivalent document related to the Mortgage and delivered to the Trustee or
the Custodian on behalf of the Trustee establishes in the Seller a valid and
subsisting lien on the property described therein, and the Seller has full right
to sell and assign the same to the Trust;

4.

The terms of each Mortgage Note and Mortgage have not been
impaired, altered or modified in any respect, except by a written instrument
which has been recorded, if necessary to protect the interests of the Trust, and
which has been delivered to the Trustee or the Custodian on behalf of the
Trustee.  The substance of any such alteration or modification is reflected
on the Mortgage Loan Schedule;

5.

No instrument of release or waiver has been executed in connection
with any Mortgage Loan, and no Mortgagor has been released, in whole or in part,
except in connection with an assumption agreement which has been approved by the
primary mortgage guaranty insurer, if any, and which has been delivered to the
Trustee or the Custodian on behalf of the Trustee;

6.

Except with respect to delinquencies described in clause (12)
hereof, no Mortgagor is in default in complying with the terms of its Mortgage
Note or Mortgage, and the Seller has not waived any default, breach, violation
or event of acceleration except that the Seller may have accepted late payments,
and all taxes, governmental assessments, insurance premiums or water, sewer and
municipal charges which previously became due and owing have been paid, or an
escrow of funds has been established in an amount sufficient to pay for every
such item which remains unpaid and which has been assessed but is not yet due
and payable.  The Seller has not advanced funds or induced, solicited or
knowingly received any advance of funds by a party other than the Mortgagor,
directly or indirectly, for the payment of any amount required by the Mortgage,
except for interest accruing from the date of the Mortgage Note or date of
disbursement of the Mortgage proceeds, whichever is more recent, to the day
which precedes by one (1) month the Due Date of the first installment of
principal and interest;

7.

There is no proceeding pending or threatened for the total or
partial condemnation of any Mortgaged Property, nor is such a proceeding
currently occurring, and such property is undamaged by waste, fire, earthquake
or earth movement, windstorm, flood, tornado or otherwise, so as to affect
adversely the value of the Mortgaged Property as security for the Mortgage Loan
or the use for which the premises were intended;

8.

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 lien) affecting any Mortgaged Property which are, or may
be, liens prior or equal to, or coordinate with, the lien of the Mortgage except
those that are stated in the title insurance policy and for which related losses
are affirmatively insured against by such policy;

9.

All of the improvements that were included for the purpose of
determining the Appraised Value of each Mortgaged Property lie wholly within the
boundaries and building restriction lines of such property, and no improvements
on adjoining properties encroach upon the Mortgaged Property except those that
are stated in the title insurance policy and for which related losses are
affirmatively insured against by such policy;

10.

No improvement located on or being part of any Mortgaged Property
is in violation of any applicable zoning law or regulation.  All
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of the Mortgaged Property and, with respect to
the use and occupancy of the same, including, but not limited to, certificates
of occupancy and fire underwriting certificates, have been made or obtained from
the appropriate authorities and the Mortgaged Property is lawfully occupied
under applicable law;

11.

All parties that have had any interest in any Mortgage Loan,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period
in which they held and disposed of such interest, were) (1) in compliance with
any and all licensing requirements of the United States and of the laws of the
state wherein the Mortgaged Property is located that are applicable to such
parties and (2)(A) organized under the laws of such state or (B) qualified to do
business in such state or exempt from such qualification in a manner so as not
to affect adversely the enforceability of such Mortgage Loan or (C) federal
savings and loan associations or national banks having principal offices in such
state or (D) not doing business in such state;

12.

With respect to the Initial Mortgage Loans, as of the Cut-Off
Date, (i) all payments required to be made on each Initial Mortgage Loan under
the terms of the related Mortgage Note have been made and none of the Initial
Mortgage Loans (by Cut-Off Date Pool Balance) are 31 or more days delinquent,
and (ii) no payment required to be made on any Initial Mortgage Loan has been
more than 30 to 59 days delinquent more than once during the twelve (12) month
period immediately preceding the Cut-Off Date;

13.

Each of the documents and instruments included in a Mortgage File
is duly executed and in due and proper form and each such document or instrument
is in a form generally acceptable to prudent institutional mortgage lenders that
regularly originate or purchase mortgage loans;

14.

The Mortgage Notes and the related Mortgages are genuine, and each
is the legal, valid and binding obligation of the maker thereof, enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of creditors generally, and by
general equity principles (regardless of whether such enforcement is considered
in a proceeding in equity or at law).  All parties to the Mortgage Note and
the Mortgage had legal capacity to execute the Mortgage Note and the Mortgage,
and each Mortgage Note and Mortgage have been duly and properly executed by such
parties.  The Mortgagor is a natural person who is a party to the Mortgage
Note and the Mortgage in an individual capacity, and not in the capacity of a
trustee or otherwise;

15.

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 origination and servicing of the Mortgage Loans or
otherwise applicable to the Mortgage Loans have been complied with, and the
Seller has and shall maintain in its possession, available for the Trustee’s
inspection, and shall deliver to the Trustee, upon demand, evidence of
compliance with all such requirements;

16.

Except for Escrow Repair Loans, the proceeds of the Mortgage Loans
have been fully disbursed, there is no requirement for future advances
thereunder and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor have
been complied with.  All costs, fees and expenses incurred in making,
closing or recording the Mortgage Loan have been paid;

17.

Each Mortgage Loan is covered by an ALTA mortgage title insurance
policy or such other form of policy acceptable to Fannie Mae or Freddie Mac,
issued by and constituting the valid and binding obligation of a title insurer
generally acceptable to prudent mortgage lenders that regularly originate or
purchase mortgage loans comparable to the Mortgage Loans for sale to prudent
investors in the secondary market that invest in mortgage loans such as the
Mortgage Loans and qualified to do business in the jurisdiction where the
Mortgaged Property is located, insuring the Seller, its successors and assigns,
as to the first priority lien of the Mortgage in the case of a Mortgage Loan
secured by a First Lien on the related Mortgaged Property and the second
priority lien of the Mortgage in the case of a Mortgage Loan secured by a second
lien on the related Mortgaged Property, in the original principal amount of the
Mortgage Loan.  The Seller is the sole named insured of such mortgage title
insurance policy, the assignment to the Trustee of the Seller’s interest in such
mortgage title insurance policy does not require the consent of or notification
to the insurer or the same has been obtained, and such mortgage title insurance
policy is in full force and effect and will be in full force and effect and
inure to the benefit of the Trustee upon the consummation of the transactions
contemplated by this Agreement.  No claims have been made under such
mortgage title insurance policy and no prior holder of the related Mortgage,
including the Seller, has done, by act or omission, anything that would impair
the coverage of such mortgage title insurance policy;

18.

All improvements upon the Mortgaged Properties are insured by a
generally acceptable insurer against loss by fire, hazards of extended coverage
and such other hazards as are customary in the area where the Mortgaged Property
is located pursuant to insurance policies conforming to the requirements of this
Agreement.  If a Mortgaged Property was, at the time of origination of the
related Mortgage Loan, in an area identified on a Flood Hazard Boundary Map or
Flood Hazard Rate Map issued by the Federal Emergency Management Agency as
having special flood hazards (and if the flood insurance policy referenced
herein has been made available), a flood insurance policy is in effect with
respect to such Mortgaged Property with a generally acceptable carrier in an
amount representing coverage described in this Agreement.  All individual
insurance policies (collectively, the “hazard insurance policy”) are the valid
and binding obligation of the insurer and contain a standard mortgagee clause
naming the Seller, its successors and assigns, as mortgagee.  All premiums
thereon have been paid.  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 obtain
and maintain such insurance at the Mortgagor’s cost and expense and to seek
reimbursement therefor from the Mortgagor;

19.

No Mortgage Loan is subject to any right of rescission, set-off,
counterclaim or defense, including the defense of usury, nor will the operation
of any of the terms of any Mortgage Note or the related Mortgage, or the
exercise of any right thereunder in accordance with the terms thereof, render
either the Mortgage Note or the 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;

20.

Each Mortgage Loan was originated or purchased and reunderwritten
by the Seller;

21.

Each Mortgage Loan is payable in equal monthly installments of
principal and interest which would be sufficient, in the absence of late
payments, to fully amortize such loan within the term thereof, beginning no
later than sixty (60) days after disbursement of the proceeds of the Mortgage
Loan.  Each Mortgage Loan bears a fixed interest rate for the term of the
Mortgage Loan or an adjustable-interest rate based on the related Loan
Index;

22.

Each Mortgage contains a customary provision for the acceleration
of the payment of the unpaid principal balance of the Mortgage Loan in the event
the related Mortgaged Property is sold without the prior consent of the holder
thereunder;

23.

No Mortgage Loan is a construction loan;

24.

The Mortgage Notes are not and have not been secured by any
collateral, pledged account or other security except the lien of the
corresponding Mortgage and the security interest of any applicable security
agreement or chattel mortgage referred to in clause (3) above;

25.

Each Mortgage contains customary and enforceable provisions which
render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security,
including (i) in the case of a Mortgage designated as a deed of trust, by
trustee’s sale and (ii) otherwise by judicial or nonjudicial foreclosure.
 There is no homestead or other exemption available to the Mortgagor that
would interfere with the right to sell the Mortgaged Property at a trustee’s
sale or the right to foreclose the Mortgage;

26.

With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been properly
designated and currently so serves and is named in such Mortgage, and no fees or
expenses are or will become payable by the Trustee or the Certificateholders to
the trustee under the deed of trust, except in connection with a trustee’s sale
after default by the Mortgagor, which fees and expenses shall constitute
Servicing Advances;

27.

Each Mortgaged Property is located in the state identified in the
Mortgage Loan Schedule.  No residence or dwelling is a manufactured
dwelling that is not treated as real property under local law.  No
Mortgaged Properties are held under a ground lease;

28.

The Mortgage Loans were underwritten in accordance with the
Seller’s underwriting guidelines described in the Prospectus under the heading
“The Seller—Underwriting”;

29.

There exist no deficiencies with respect to escrow deposits and
payments, if such are required, for which customary arrangements for repayment
thereof have not been made, and no escrow deposits or payments of other charges
or payments due the Seller have been capitalized under any Mortgage or the
related Mortgage Note;

30.

No Mortgage Loan was originated under a buy-down plan;

31.

Other than as provided by this Agreement, there is no obligation
on the part of the Seller or any other party to make payments in addition to
those made by the Mortgagors;

32.

With respect to each Mortgage Loan, the Seller is in possession of
a complete Mortgage File, except those documents delivered to the Trustee or
Custodian on behalf of the Trustee, and there are no custodial agreements in
effect adversely affecting the right or ability of the Seller to make the
document deliveries required hereby;

33.

No Mortgage Loan was selected for inclusion under this Agreement
on any basis which was intended to have a material adverse effect on the
Certificateholders;

34.

No Mortgage Loan has a shared appreciation or other contingent
interest feature;

35.

With respect to each Mortgage Loan secured by a second lien on the
related Mortgaged Property:

(a)

if the Combined Loan-to-Value Ratio is higher than 80%, either the
related First Lien does not provide for a balloon payment or, if the related
First Lien does provide for a balloon payment, the maturity date of the second
lien is prior to the maturity date of the First Lien;

(b)

the related First Lien does not provide for negative
amortization;

(c)

either no consent for the Mortgage Loan secured by a second lien
on the related Mortgaged Property is required by the holder of the related First
Lien or such consent has been obtained and is contained in the Mortgage File;
and

(d)

except with respect to no more than 10% of the Initial Mortgage
Loans which are fixed-rate Mortgage Loans secured by a second lien on the
related Mortgaged Property, measured by Cut-Off Date Pool Balance, the related
First Lien is not held by an individual;

36.

Each Mortgage Loan conforms, and all the Mortgage Loans in the
aggregate conform, in all material respects to the description thereof set forth
in the Prospectus Supplement;

37.

A full appraisal on forms approved by Fannie Mae or Freddie Mac
was performed in connection with the origination of each Mortgage Loan.
 Each appraisal meets guidelines that would be generally acceptable to
prudent mortgage lenders that regularly originate or purchase mortgage loans
comparable to the Mortgage Loans for sale to prudent investors in the secondary
market that invest in mortgage loans such as the Mortgage Loans; 

38.

To the best of the Seller’s knowledge, no Mortgaged Property was,
as of the related Cut-Off Date, located within a one-mile radius of any site
listed in the National Priorities List as defined under the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, or
on any similar state list of hazardous waste sites which are known to contain
any hazardous substance or hazardous waste;

39.

None of the Mortgage Loans are subject to a bankruptcy
proceeding;

40.

No more than 8%, 18%, and 5% of the Cut-Off Date Pool Balance
relates to Mortgage Loans originated or purchased under the Seller’s limited
documentation program, non-income verification program for self-employed
borrowers or stated income program, respectively;

41.

Each Mortgage Loan constitutes a “qualified mortgage” within the
meaning of Section 860G(a)(3) of the Code;

42.

Each Cooperative Loan is secured by a valid, subsisting and
enforceable perfected first lien and security interest in the related Mortgaged
Property, subject only to (i) the rights of the Cooperative Corporation to
collect Maintenance and assessments from the Mortgagor, (ii) the lien of the
Blanket Mortgage, if any, on the Cooperative Property and of real property
taxes, water and sewer charges, rents and assessments on the Cooperative
Property not yet due and payable, and (iii) other matters to which like
Cooperative Units are commonly subject which do not materially interfere with
the benefits of the security intended to be provided by the Security Agreement
or the use, enjoyment, value or marketability of the Cooperative Unit.
 Each original UCC financing statement, continuation statement or other
governmental filing or recordation necessary to create or preserve the
perfection and priority of the first priority lien and security interest in the
Cooperative Shares and Proprietary Lease has been timely and properly made.
 Any security agreement, chattel mortgage or equivalent document related to
the Cooperative Loan and delivered to the Seller or its designee establishes in
the Seller a valid and subsisting perfected first lien on and security interest
in the property described therein, and the Seller has full right to sell and
assign the same;

43.

Each Cooperative Corporation qualifies as a “cooperative housing
corporation” as defined in Section 216 of the Code;

44.

Each adjustable-rate Mortgage Loan is secured by a first lien, and
each fixed-rate Mortgage Loan is secured by a first or second lien;

45.

Each Mortgage Loan that currently bears a fixed rate of interest,
will bear such fixed rate of interest for the life of the Mortgage Loan;

46.

Each Mortgage Loan will comply with the undertakings in, and no
Mortgage Loan will be subject to the requirement for retrospective relief
pursuant to, either (a) the Stipulated Order on Consent, dated as of September
17, 1999, among Delta Funding Corporation, Delta Financial Corporation and the
Office of the Attorney General of the State of New York or (b) the Remediation
Agreement, dated as of September 17, 1999, between Delta Funding Corporation and
the Banking Department of the State of New York;

47.

No Mortgage Loan was subject to (i) the Home Ownership and Equity
Protection Act of 1994, (ii) the regulations promulgated by the New York State
Banking Department (3 NYCRR Part 41), or (iii) except as set forth in clause
(48) below, any other comparable regulations or legislation enacted by any other
State or regulatory body;

48.

Any Mortgage Loan that is subject to the regulations promulgated
by the Illinois Office of Banks and Real Estate and the Department of Financial
Institutions (Title 38 Chapter II Section 1050.155) or the regulations
promulgated by the Vermont Commissioner of Banking (Vermont Stat. Ann. Title 9,
Subsection 104, Reg. B-98-2) is in full compliance therewith as of the Closing
Date;

49.

With respect to each Mortgage Loan that has a Prepayment Charge
feature, each such Prepayment Charge is enforceable and each Prepayment Charge
is permitted pursuant to applicable federal, state and local law, subject to
federal preemption where applicable.

50.

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 high cost (e.g., predatory and abusive) lending
laws;

51.

No Mortgage Loan will have a first payment date after July 1,
2004; and

52.

No Mortgage Loan is a High Cost Home Loan.

(b)

It is understood and agreed that the representations and
warranties set forth in this Section 2.04 shall survive delivery of the
respective Mortgage Files to the Trustee or the Custodian on behalf of the
Trustee and the termination of the rights and obligations of the Servicer
pursuant to Section 7.04 or 8.01.  Upon discovery by the Seller, the
Depositor, the Servicer or a Responsible Officer of the Trustee of a breach of
any of the foregoing representations and warranties, which materially and
adversely affects the value of, or the interests of the Trust or the
Certificateholders in, the related Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties.  Within sixty
(60) days of its discovery or its receipt of notice of breach, the Seller shall
use all reasonable efforts to cure such breach in all material respects or shall
purchase such Mortgage Loan from the Trust or substitute an Eligible Substitute
Mortgage Loan as provided in Section 2.05 for such Mortgage Loan.  Any such
purchase by the Seller shall be at the Purchase Price, and in each case shall be
accomplished in the manner set forth in Section 2.02.  The Trustee shall
enforce the Seller’s obligations under this subparagraph.  It is understood
and agreed that the obligation of the Seller to cure, substitute or purchase any
Mortgage Loan as to which such a breach has occurred and is continuing shall
constitute the sole remedy against the Seller respecting such breach available
to the Servicer (in its role as such), the Certificateholders or the Trustee on
behalf of Certificateholders.  In addition, on any Distribution Date the
Seller may, at its option, repurchase Mortgage Loans from the Trust, provided
that such option shall terminate after the Seller has repurchased Mortgage Loans
in the aggregate amount of 1% of the Cut-off Date Pool Balance.  Any such
repurchase by the Seller shall be at the Purchase Price, and in each case shall
be accomplished in the manner set forth in Section 2.02.  An Officer’s
Certificate and Opinion of Counsel to the effect set forth in Section 2.05(d)
shall be delivered to the Trustee in connection with any purchase or repurchase
pursuant to this paragraph (b).

Section 2.05.  Substitution of Mortgage Loans.

(a)

On a Determination Date within two (2) years following the Closing
Date and which is on or before the date on which the Seller would otherwise be
required to repurchase a Mortgage Loan under Section 2.02 or 2.04, the Seller
may deliver to the Trustee or the Custodian on behalf of the Trustee one or more
Eligible Substitute Mortgage Loans in substitution for any one or more of the
Defective Mortgage Loans which the Seller would otherwise be required to
repurchase pursuant to Section 2.02 or 2.04.

(b)

The Seller shall notify the Servicer and the Trustee in writing
not less than five (5) Business Days before the related Determination Date which
is on or before the date on which the Seller would otherwise be required to
repurchase such Mortgage Loan pursuant to Section 2.02 or 2.04 of its intention
to effect a substitution under this Section 2.05.  On such Determination
Date (the “Substitution Date”), the Seller shall deliver to the Trustee or the
Custodian on behalf of the Trustee (1) the Eligible Substitute Mortgage Loans to
be substituted for the Defective Mortgage Loans, (2) a list of the Defective
Mortgage Loans to be substituted for by such Eligible Substitute Mortgage Loans,
(3) an Officer’s Certificate (A) stating that the aggregate Principal Balance of
all Eligible Substitute Mortgage Loans (determined with respect to each Eligible
Substitute Mortgage Loan as of the Determination Date on which it was
substituted) including the principal balance of Eligible Substitute Mortgage
Loans being substituted on such Determination Date does not exceed an amount
equal to 5% of the aggregate Original Class Principal Balance as of the Closing
Date, (B) stating that all conditions precedent to such substitution specified
in subsection (a) have been satisfied and attaching as an exhibit a supplemental
Mortgage Loan schedule (the “Supplemental Mortgage Loan Schedule”) setting forth
the same type of information as appears on the Mortgage Loan Schedule and
representing as to the accuracy thereof and (C) confirming that the
representations and warranties contained in Section 2.04 are true and correct in
all material respects with respect to the Substitute Mortgage Loans on and as of
such Determination Date, provided that remedies for the inaccuracy of
such representations are limited as set forth in Sections 2.02, 2.04 and this
Section 2.05, (4) an Opinion of Counsel to the effect set forth below and (5) a
certificate stating that cash in the amount of the related Substitution
Adjustment, if any, has been delivered to the Servicer for deposit in the
Collection Account. Upon receipt of the foregoing, the Trustee or the Custodian
on behalf of the Trustee shall release such Defective Mortgage Loans to the
Seller.

(c)

Concurrently with the satisfaction of the conditions set forth in
Sections 2.05(a) and (b) above and the transfer of such Eligible Substitute
Mortgage Loans to the Trustee pursuant to Section 2.05(a), Exhibit C to this
Agreement shall be deemed to be amended to exclude all Mortgage Loans being
replaced by such Eligible Substitute Mortgage Loans and to include the
information set forth on the Supplemental Mortgage Loan Schedule with respect to
such Eligible Substitute Mortgage Loans, and all references in this Agreement to
Mortgage Loans shall include such Eligible Substitute Mortgage Loans and be
deemed to be made on or after the related Substitution Date, as the case may be,
as to such Eligible Substitute Mortgage Loans.

(d)

In connection with any Mortgage Loan that the Seller is required
to purchase or replace, or any Mortgage Loan that the Seller elects to
repurchase pursuant to Section 2.04(b), the Seller shall deliver to the Trustee
an Opinion of Counsel to the effect that such purchase, replacement or
repurchase will not cause (x) any federal tax to be imposed on the Trust,
including, without limitation, any Federal tax imposed on “prohibited
transactions” under Section 860F(a)(1) of the Code or on “contributions after
the start-up day” under Section 860G(d)(1) of the Code or (y) any portion of any
REMIC to fail to qualify as a REMIC at any time that any Certificate is
outstanding.  In the event that such opinion indicates that a purchase,
replacement or repurchase will result in the imposition of a prohibited
transaction tax, give rise to net taxable income or be deemed a contribution to
a REMIC after its Startup Day, the Seller shall not be required to purchase,
replace or repurchase any such Mortgage Loan unless and until the Servicer has
determined and given the Seller and the Trustee written notice that there is an
actual or imminent default with respect thereto or that such defect or breach
adversely affects the enforceability of such Mortgage Loan.

Section 2.06.  Execution and Authentication of
Certificates.  The Trustee on behalf of the Trust shall cause to be
executed, authenticated and delivered on the Closing Date to or upon the order
of the Seller, in exchange for the Mortgage Loans, concurrently with the sale,
assignment and conveyance to the Trustee of the Mortgage Loans, each Class of
Certificates in authorized denominations or Percentage Interests, together
evidencing the ownership of the entire Trust.

Section 2.07.  Designation of Interests in REMICs.

(a)

The Trustee shall elect that each of REMIC I, REMIC II, REMIC III,
REMIC IV and REMIC V (which, together with the Net Rate Cap Fund, the
Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and
the Interest Rate Cap Agreements constitute the Trust) shall be treated as a
REMIC under Section 860D of the Code.  Any inconsistencies or ambiguities
in this Agreement or in the administration of this Agreement shall be resolved
in a manner that preserves the validity of such REMIC elections.  The
assets of REMIC V shall include the Mortgage Loans (net of the Prepayment
Charges), the Accounts (other than the Net Rate Cap Fund, the Pre-Funding
Account, the First Payment Loan Account and the Interest Rate Cap Agreements),
any REO Property, and any proceeds of the foregoing.  The REMIC V Regular
Interests (as defined below) shall constitute the assets of REMIC IV, the REMIC
IV Regular Interests (as defined below) shall constitute the assets of REMIC
III, the REMIC III Regular Interests (as defined below) shall constitute the
assets of REMIC II, and the REMIC II Regular Interests (as defined below) shall
constitute the assets of REMIC I.  The Interest Rate Cap Agreements, the
Pre-Funding Account, the First Payment Loan Account, the Prepayment Charges and
the Net Rate Cap Fund shall not be assets of any REMIC.

(b)

The following table sets forth (or describes) the class
designation, interest rate, and initial class principal amount for each class of
REMIC V Interests.  Each such class, other than the Class R-5, is hereby
designated as a class of regular interests in REMIC V (the “REMIC V Regular
Interests”), and Class R-5 is hereby designated as the sole class of residual
interest in REMIC V, for purposes of the REMIC Provisions.  Only Class R-5
shall be certificated and the other classes shall be uncertificated and shall be
held as assets of REMIC IV.

	
      REMIC V

      Class Designation
	 	
      REMIC V

      Interest Rate
	 	
      Initial Class

      Principal Amount

	
      Class
      V-Initial
	 	
      (1)
	 	
      (2)

	
      Class
      V-Subs-PO
	 	
      (3)
	 	
      (4)

	
      Class
      V-Subs-IO
	 	
      (5)
	 	
      (5)

	
      Class
      R-5
	 	
      (6)
	 	
         (6)



_______________

(1)

The interest rate with respect to any Distribution Date (and the
related Interest Period) for this REMIC V Regular Interest is a per annum rate
equal to the weighted average of the Net Loan Rates of the Initial Mortgage
Loans.

(2)

This REMIC V Regular Interest shall have an initial principal
amount equal to the aggregate principal amount of the Initial Mortgage Loans as
of the Cut-Off Date.

(3)

For each Distribution Date prior to the Distribution Date in June
2004 (and the related Interest Period), this REMIC V Regular Interest shall bear
interest at a rate equal to 0.00%.  For each Distribution Date (and the
related Interest Period) thereafter, this REMIC V Regular Interest shall bear
interest at a per annum rate equal to the weighted average of the Net Loan Rates
of the Subsequent Mortgage Loans.

(4)

This REMIC V Regular Interest shall have an initial principal
amount equal to the aggregate principal amount of the Pre-Funded Amount as of
the Cut-Off Date.

(5)

This REMIC V Regular Interest shall be an interest-only regular
interest.  For each Distribution Date prior to the Distribution Date in
June 2004 (and the related Interest Period), this REMIC V Regular Interest shall
be entitled to receive all interest accrued on the Subsequent Mortgage Loans at
the Net Loan Rates for such Subsequent Mortgage Loans.  Thereafter, this
REMIC V Regular Interest shall not be entitled to any distributions. 

(6)

The Class R-5 Certificate is the sole class of residual interest
in REMIC V.  It does not have an interest rate or a principal balance.
 On each Distribution Date, Available Funds (net of amounts in the First
Payment Loan Account) remaining after all distributions with respect to the
other REMIC V Interests have been made in the manner described below shall be
distributed with respect to the Class R-5 Certificate.




On each Distribution Date, the Trustee shall first apply Available
Funds (net of amounts payable from the First Payment Loan Account) in the
following order of priority:

First, the Trustee shall pay and charge as an expense of REMIC V
all expenses of the Trust as specified in Section 5.01(a)(1) for such
Distribution Date.

Second, the Trustee shall distribute interest with respect to each
of the REMIC V Regular Interests based on the rates described above.

Finally, the Trustee shall distribute principal in respect of the
Initial Mortgage Loans to the REMIC V-Initial Regular Interest and principal in
respect of the Subsequent Mortgage Loans and any remaining Pre-Funded Amount to
the REMIC V-Subs-PO Regular Interest.  All losses on the Mortgage Loans
shall be allocated among the REMIC V Regular Interests in the same manner that
principal distributions are allocated.

(c)

The following table sets forth (or describes) the class
designation, interest rate, and initial class principal amount for each class of
REMIC IV Interests.  Each such class, other than the Class R-4, is hereby
designated as a class of regular interests in REMIC IV (the “REMIC IV Regular
Interests”), and Class R-4 is hereby designated as the sole class of residual
interest in REMIC IV, for purposes of the REMIC Provisions.  Only Class R-4
shall be certificated and the other classes shall be uncertificated and shall be
held as assets of REMIC III.

	
      REMIC IV

      Class Designation
	 	
      REMIC IV

      Interest Rate
	 	
      Initial Class

      Principal Amount

	
      Class
      IV-Pool
	 	
      (1)
	 	
      (2)

	
      Class
      IV-A-IO(1)-1
	 	
      (1)
	 	
      $3,535,801.95

	
      Class
      IV-A-IO(1)-2
	 	
      (1)
	 	
      26,271,871.88

	
      Class
      IV-A-IO(1)-3
	 	
      (1)
	 	
      24,976,355.05

	
      Class
      IV-A-IO(1)-4
	 	
      (1)
	 	
      23,744,590.64

	
      Class
      IV-A-IO(1)-5
	 	
      (1)
	 	
      22,573,446.85

	
      Class
      IV-A-IO(1)-6
	 	
      (1)
	 	
      21,459,945.57

	
      Class
      IV-A-IO(1)-7
	 	
      (1)
	 	
      20,401,254.73

	
      Class
      IV-A-IO(1)-8
	 	
      (1)
	 	
      19,394,681.20

	
      Class
      IV-A-IO(1)-9
	 	
      (1)
	 	
      18,437,664.00

	
      Class
      IV-A-IO(1)-10
	 	
      (1)
	 	
      17,527,767.74

	
      Class
      IV-A-IO(1)-11
	 	
      (1)
	 	
      16,662,676.62

	
      Class
      IV-A-IO(1)-12
	 	
      (1)
	 	
      320,013,943.77

	
      Class
      IV-Subs-IO
	 	
      (3)
	 	
      (3)

	
      Class
      R-4
	 	
      (4)
	 	
         (4)



_______________

(1)

The interest rate with respect to any Distribution Date (and the
related Interest Period) for this REMIC IV Regular Interest is a per annum rate
equal to the weighted average of the interest rates of the Class V-Initial and
Class V-Sub-PO interests.

(2)

This REMIC IV Regular Interest shall have an initial principal
balance equal to the excess of (i) the sum of the Pool Balance as of the Cut-Off
Date plus the Original Pre-Funded Amount over (ii) the aggregate initial
principal balance of each other REMIC IV Regular Interest.

(3)

This REMIC IV Regular Interest shall be an interest-only regular
interest.  For each Distribution Date prior to the Distribution Date in
June 2004 (and the related Interest Period), this REMIC IV Regular Interest
shall be entitled to receive all interest accrued on the Class V-Subs-IO Regular
Interest.  Thereafter, this REMIC IV Regular Interest shall not be entitled
to any distributions. 

(4)

The Class R-4 Certificate is the sole class of residual interest
in REMIC IV.  It does not have an interest rate or a principal balance.
 On each Distribution Date, Available Funds (net of amounts in the First
Payment Loan Account) remaining after all distributions with respect to the
other REMIC IV Interests have been made in the manner described below shall be
distributed with respect to the Class R-4 Certificate.




On each Distribution Date, the Trustee shall first apply Available
Funds (net of amounts payable from the First Payment Loan Account) in the
following order of priority:

First, the Trustee shall distribute interest with respect to each
of the REMIC IV Regular Interests based on the rates described above.

Second, the Trustee shall distribute principal in an amount equal
to the amount of principal distributable on the REMIC V Regular Interests on
such Distribution Date to the REMIC IV Regular Interests as follows:

(i)

To the Class IV-Pool Interest until its principal balance is
reduced to zero, and

(ii)

Then sequentially, to each REMIC IV Regular Interest having an
“A-IO” in its class designation in ascending order of their numerical
designation until the principal balance of each such class is reduced to
zero.

All losses on the Mortgage Loans shall be allocated among the
REMIC IV Regular Interests in the same manner that principal distributions are
allocated.

(d)

The following table sets forth (or describes) the class
designation, interest rate, and initial class principal amount for each class of
REMIC III Interests.  Each such class, other than the Class R-3, is hereby
designated as a class of regular interests in REMIC III (the “REMIC III Regular
Interests”), and Class R-3 is hereby designated as the sole class of residual
interest in REMIC III, for purposes of the REMIC Provisions.  Only Class
R-3 shall be certificated and the other classes shall be uncertificated and
shall be held as assets of REMIC II.

	
      REMIC III

      Class Designation
	 	
      REMIC III

      Interest Rate
	 	
      Initial Class

      Principal Amount

	
      Class
      III-Pool
	 	
      (1)
	 	
      (2)

	
      Class
      III-A-IO(2)-1
	 	
      (1)
	 	
      $9,447,230.30

	
      Class
      III-A-IO(2)-2
	 	
      (1)
	 	
      34,264,317.09

	
      Class
      III-A-IO(2)-3
	 	
      (1)
	 	
      32,033,437.77

	
      Class
      III-A-IO(2)-4
	 	
      (1)
	 	
      29,947,631.90

	
      Class
      III-A-IO(2)-5
	 	
      (1)
	 	
      27,997,475.42

	
      Class
      III-A-IO(2)-6
	 	
      (1)
	 	
      26,174,155.89

	
      Class
      III-A-IO(2)-7
	 	
      (1)
	 	
      24,469,432.81

	
      Class
      III-A-IO(2)-8
	 	
      (1)
	 	
      22,875,600.57

	
      Class
      III-A-IO(2)-9
	 	
      (1)
	 	
      21,385,453.73

	
      Class
      III-A-IO(2)-10
	 	
      (1)
	 	
      19,992,254.57

	
      Class
      III-A-IO(2)-11
	 	
      (1)
	 	
      18,689,702.82

	
      Class
      III-A-IO(2)-12
	 	
      (1)
	 	
      17,471,907.17

	
      Class
      III-A-IO(2)-13
	 	
      (1)
	 	
      16,333,358.86

	
      Class
      III-A-IO(2)-14
	 	
      (1)
	 	
      15,268,906.81

	
      Class
      III-A-IO(2)-15
	 	
      (1)
	 	
      14,273,734.42

	
      Class
      III-A-IO(2)-16
	 	
      (1)
	 	
      13,343,337.85

	
      Class
      III-A-IO(2)-17
	 	
      (1)
	 	
      12,473,505.79

	
      Class
      III-A-IO(2)-18
	 	
      (1)
	 	
      11,660,300.41

	
      Class
      III-A-IO(2)-19
	 	
      (1)
	 	
      10,900,039.65

	
      Class
      III-A-IO(2)-20
	 	
      (1)
	 	
      10,189,280.63

	
      Class
      III-A-IO(2)-21
	 	
      (1)
	 	
      9,524,804.12

	
      Class
      III-A-IO(2)-22
	 	
      (1)
	 	
      8,903,599.98

	
      Class
      III-A-IO(2)-23
	 	
      (1)
	 	
      8,322,778.60

	
      Class
      III-A-IO(2)-24
	 	
      (1)
	 	
      119,057,752.84

	
      Class
      III-Subs-IO
	 	
      (3)
	 	
      (3)

	
      Class
      III-A-IO(1)
	 	
      (4)
	 	
      (4)

	
      Class
      R-3
	 	
      (5)
	 	
      (5)



_______________

(1)

The interest rate with respect to any Distribution Date (and the
related Interest Period) for each of these REMIC III Regular Interests is a per
annum rate equal to the weighted average of the interest rates for the Class IV
Regular Interests (other than any interest-only Class), weighted on the
principal balance of each such Regular Interest and determined by reducing the
interest rate on each Class IV Regular Interest having the term “A-IO(1)” in its
designation by a per annum rate equal to the interest rate of the Class A-IO
Certificates for each Distribution Date on which interest on such Regular
Interest is distributable to the Class III-A-IO(1) Regular Interest.

(2)

This REMIC III Regular Interest shall have an initial principal
balance equal to the excess of (i) the sum of the Pool Balance as of the Cut-Off
Date plus the Original Pre-Funded Amount over (ii) the sum of  the initial
principal balance of each other REMIC III Regular Interest.

(3)

This REMIC III Regular Interest shall be an interest-only regular
interest.  For each Distribution Date prior to the Distribution Date in
June 2004 (and the related Interest Period), this REMIC III Regular Interest
shall be entitled to receive all interest accrued on the Class IV-Subs-IO
Regular Interest.  Thereafter, this REMIC III Regular Interest shall not be
entitled to any distributions.

(4)

This REMIC III Regular Interest shall be an interest-only regular
interest.  For the applicable Distribution Date listed in the first column
in the table below, the Class III-A-IO(1) shall be entitled to interest accrued
at a per annum rate equal to that of the Class A-IO-1 Certificates on each REMIC
IV Interest listed in the second column of the table below.




	
      Distribution Dates
	
      REMIC IV
	 
	
      1
	
      Class
      IV-A-IO(1)-1 through Class IV-A-IO(1)-12
	 
	
      2
	
      Class
      IV-A-IO(1)-2 through Class IV-A-IO(1)-12
	 
	
      3
	
      Class
      IV-A-IO(1)-3 through Class IV-A-IO(1)-12
	 
	
      4
	
      Class
      IV-A-IO(1)-4 through Class IV-A-IO(1)-12
	 
	
      5
	
      Class
      IV-A-IO(1)-5 through Class IV-A-IO(1)-12
	 
	
      6
	
      Class
      IV-A-IO(1)-6 through Class IV-A-IO(1)-12
	 
	
      7
	
      Class
      IV-A-IO(1)-7 through Class IV-A-IO(1)-12
	 
	
      8
	
      Class
      IV-A-IO(1)-8 through Class IV-A-IO(1)-12
	 
	
      9
	
      Class
      IV-A-IO(1)-9 through Class IV-A-IO(1)-12
	 
	
      10
	
      Class
      IV-A-IO(1)-10 through Class IV-A-IO(1)-12
	 
	
      11
	
      Class
      IV-A-IO(1)-11 through Class IV-A-IO(1)-12
	 
	
      12
	
      Class
      IV-A-IO(1)-12
	 





(5)

The Class R-3 Certificate is the sole class of residual interest
in REMIC III.  It does not have an interest rate or a principal balance.
 On each Distribution Date, Available Funds (net of amounts in the First
Payment Loan Account) remaining after all distributions with respect to the
other REMIC III Interests have been made in the manner described below shall be
distributed with respect to the Class R-3 Certificate.

On each Distribution Date, the Trustee shall first apply Available
Funds (net of amounts in the First Payment Loan Account) in the following order
of priority:

First, the Trustee shall distribute interest with respect to each
of the REMIC III Regular Interests based on the rates described above.

Second, the Trustee shall distribute principal in an amount equal
to the amount of principal distributable on such Distribution Date (other than
amounts representing interest on any Class of Certificates) to the REMIC III
Regular Interests as follows:

(i)

To the Class III-Pool Interest until its principal balance is
reduced to zero, and

(ii)

Then sequentially, to each REMIC III Regular Interest having an
“A-IO(2)” in its class designation in ascending order of their numerical
designation until the principal balance of each such class is reduced to
zero.

All losses on the Mortgage Loans shall be allocated among the
REMIC III Regular Interests in the same manner that principal distributions are
allocated.

(e)

The following table sets forth (or describes) the class
designation, interest rate, and initial principal amount for each class of REMIC
II Interests.  Each such class, other than the Class R-2, is hereby
designated as a class of regular interests in REMIC II (the “REMIC II Regular
Interests”), and Class R-2 is hereby designated as the sole class of residual
interest in REMIC II, for purposes of the REMIC Provisions.  Only Class R-2
shall be certificated and the other classes shall be uncertificated and shall be
held as assets of REMIC I. 

	
      REMIC II

      Class 

      Designation
	 	
      


      REMIC II

      Interest Rate
	 	
      Initial Class

      Principal Amount
	 	
      Corresponding

      Class of

      Certificates

	
      Class II-AV-1
	 	
      (1)
	 	
      $56,000,000.00
	 	
      Class
      AV-1

	
      Class II-AV-2
	 	
      (1)
	 	
      100,000,000.00
	 	
      Class
      AV-2

	
      Class II-AV-3
	 	
      (1)
	 	
      68,812,500.00
	 	
      Class
      AV-3

	
      Class II-M-1
	 	
      (1)
	 	
      16,500,000.00
	 	
      Class
      M-1

	
      Class II-M-2
	 	
      (1)
	 	
      14,437,500.00
	 	
      Class
      M-2

	
      Class II-M-3
	 	
      (1)
	 	
      4,812,500.00
	 	
      Class
      M-3

	
      Class II-M-4
	 	
      (1)
	 	
      4,125,000.00
	 	
      Class
      M-4

	
      Class II-M-5
	 	
      (1)
	 	
      3,437,500.00
	 	
      Class
      M-5

	
      Class II-M-6
	 	
      (1)
	 	
      3,025,000.00
	 	
      Class
      M-6

	
      Class II-Q
	 	
      (1)
	 	
      (5)
	 	
      N/A

	
      Class II-A-IO(1)
	 	
      (2)
	 	
      (2)
	 	
      Class
      A-IO-1

	
      Class II-A-IO(2)
	 	
      (3)
	 	
      (3)
	 	
      Class
      A-IO-2

	
      Class II-Subs-IO
	 	
      (4)
	 	
      (4)
	 	
      Class B-IO

	
      Class R-2
	 	
      (6)
	 	
      (6)
	 	
      N/A

	 	 	 	 	 	 	 


___________________________

(1)

The interest rate with respect to any Distribution Date (and the
related Interest Period) for each of these REMIC II Regular Interests is a per
annum rate equal to the weighted average of the interest rates for the Class III
Regular Interests (other than any interest-only Class), weighted on the
principal balance of each such Regular Interest and determined by reducing the
interest rate on each Class III Regular Interest having the term “A-IO(2)” in
its designation by a per annum rate equal to interest rate of the Class A-IO-2
Certificates for each Distribution Date on which interest on such Regular
Interest is distributable to the Class II-A-IO(2) Interest.

(2)

This REMIC II Regular Interest shall be an interest-only regular
interest.  For each Distribution Date, this REMIC II Regular Interest shall
be entitled to receive all interest accrued on the Class III-A-IO(1)
Interest.

(3)

This REMIC II Regular Interest shall be an interest-only regular
interest.  For the applicable Distribution Date listed in the first column
in the table below, the Class II-A-IO(2) shall be entitled to interest accrued
at a per annum rate equal to that of the Class A-IO-2 Certificates on each REMIC
III Interest listed in the second column of the table below.




	
      


      Distribution Dates
	
      REMIC III

      Class Designations
	 
	
      1
	
      Class
      III-A-IO(2)-1 through Class III-A-IO(2)-24
	 
	
      2
	
      Class
      III-A-IO(2)-2 through Class III-A-IO(2)-24
	 
	
      3
	
      Class
      III-A-IO(2)-3 through Class III-A-IO(2)-24
	 
	
      4
	
      Class
      III-A-IO(2)-4 through Class III-A-IO(2)-24
	 
	
      5
	
      Class
      III-A-IO(2)-5 through Class III-A-IO(2)-24
	 
	
      6
	
      Class
      III-A-IO(2)-6 through Class III-A-IO(2)-24
	 
	
      7
	
      Class
      III-A-IO(2)-7 through Class III-A-IO(2)-24
	 
	
      8
	
      Class
      III-A-IO(2)-8 through Class III-A-IO(2)-24
	 
	
      9
	
      Class
      III-A-IO(2)-9 through Class III-A-IO(2)-24
	 
	
      10
	
      Class
      III-A-IO(2)-10 through Class III-A-IO(2)-24
	 
	
      11
	
      Class
      III-A-IO(2)-11 through Class III-A-IO(2)-24
	 
	
      12
	
      Class
      III-A-IO(2)-12 through Class III-A-IO(2)-24
	 
	
      13
	
      Class
      III-A-IO(2)-13 through Class III-A-IO(2)-24
	 
	
      14
	
      Class
      III-A-IO(2)-14 through Class III-A-IO(2)-24
	 
	
      15
	
      Class
      III-A-IO(2)-15 through Class III-A-IO(2)-24
	 
	
      16
	
      Class
      III-A-IO(2)-16 through Class III-A-IO(2)-24
	 
	
      17
	
      Class
      III-A-IO(2)-17 through Class III-A-IO(2)-24
	 
	
      18
	
      Class
      III-A-IO(2)-18 through Class III-A-IO(2)-24
	 
	
      19
	
      Class
      III-A-IO(2)-19 through Class III-A-IO(2)-24
	 
	
      20
	
      Class
      III-A-IO(2)-20 through Class III-A-IO(2)-24
	 
	
      21
	
      Class
      III-A-IO(2)-21 through Class III-A-IO(2)-24
	 
	
      22
	
      Class
      III-A-IO(2)-22 through Class III-A-IO(2)-24
	 
	
      23
	
      Class
      III-A-IO(2)-23 through Class III-A-IO(2)-24
	 
	
      24
	
      Class
      III-A-IO(2)-24
	 





(4)

This REMIC II Regular Interest shall be an interest-only regular
interest.  For each Distribution Date, this REMIC II Regular Interest shall
be entitled to receive all interest accrued on the Class III-Subs-IO Regular
Interest.  All amounts distributable on this regular interest shall be
distributed by REMIC I to the regular interest in REMIC I corresponding to the
Class BIO Certificate.

(5)

This REMIC II Regular Interest shall have an initial principal
balance equal to the excess of the (i) the sum of the Pool Balance as of the
Cut-Off Date plus the Original Pre-Funded Amount minus (ii) the aggregate
initial principal balance of each other regular interest in REMIC II.

(6)

The Class R-2 Certificate is the sole class of residual interest
in REMIC II.  It does not have an interest rate or a principal balance.
 On each Distribution Date, Available Funds (net of amounts in the First
Payment Loan Account) remaining after all distributions with respect to the
other REMIC II Interests have been made in the manner described below shall be
distributed with respect to the Class R-2 Certificate.

On
each Distribution Date the Trustee shall distribute from amounts payable with
respect to the REMIC III Regular Interests held as assets by REMIC II, in the
following order of priority:

First,
the Trustee shall distribute interest with respect to each of the REMIC II
Regular Interests based on the above-described interest rates, provided however,
that interest that accrues on the Class II-Q Interest shall be deferred in an
amount equal to one-half of the increase, if any, in the Overcollateralization
Amount for such Distribution Date.  Any interest so deferred shall itself
bear interest at the interest rate for the Class II-Q Interest.  An amount
equal to the interest so deferred shall be distributed as additional principal
on the other REMIC II Regular Interests having a principal balance in the manner
described below.

Second,
the Trustee shall distribute principal on the REMIC II Regular Interests
(including the amount, if any, equal to the interest deferred on the Class II-Q
and Class II-AV-3 Interests for such Distribution Date), and shall allocate
losses, among the REMIC II Regular Interests in the following order of
priority:

(i)

First, to the Class II-AV-1 Interest until the principal balance
of such Lower Tier Interest equals one-half of the Class Principal Balance of
the Class AV-1 Certificates immediately after such Distribution Date;

(ii)

Second, to the Class II-AV-2 Interest until the principal balance
of such Lower Tier Interest equals one-half of the Class Principal Balance of
the Class AV-2 Certificates immediately after such Distribution Date;

(iii)

Third, to the Class II-AV-3 Interest until the principal balance
of such Lower Tier Interest equal one-half of the Class Principal Balance of the
Class AV-3 Certificates immediately after such Distribution Date;

(iv)

Fourth, to the Class II-M-1 Interest until its principal balance
equals one-half of the Class Principal Balance of the Class M-1 Certificates
immediately after such Distribution Date; 

(v)

Fifth, to the Class II-M-2 Interest until its principal balance
equals one-half of the Class Principal Balance of the Class M-2 Certificates
immediately after such Distribution Date;

(vi)

Sixth, to the Class II-M-3 Interest until its principal balance
equals one-half of the Class Principal Balance of the Class M-3 Certificates
immediately after such Distribution Date; 

(vii)

Seventh, to the Class II-M-4 Interest until its principal balance
equals one-half of the Class Principal Balance of the Class M-4 Certificates
immediately after such Distribution Date;

(viii)

Eighth, to the Class II-M-5 Interest until its principal balance
equals one-half of the Class Principal Balance of the Class M-5 Certificates
immediately after such Distribution Date;

(ix)

Ninth, to the Class II-M-6 Interest until its principal balance
equals one-half of the Class Principal Balance of the Class M-6 Certificates
immediately after such Distribution Date; and

(x)

Finally, to the Class II-Q Interest, any remaining amounts.

(f)

The Class AV-1, Class AV-2, Class AV-3, Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6 and Class BIO Certificates are hereby
designated as “regular interests” with respect to REMIC I (the “REMIC I Regular
Interests”) and the Class R-1 Certificate is hereby designated as the single
“residual interest” with respect to REMIC I.  On each Distribution Date,
Available Funds (net of amounts in the First Payment Loan Account), if any,
remaining in REMIC I after payments of interest and principal as designated
herein shall be distributed to the Class R-1 Certificates.  It is expected
that there will not be any distributions on the Class R-1 Certificates.

The Trustee shall treat the rights of a holder of a Certificate
(other than a Class P, Class BIO or Residual Certificate) to receive payments in
excess of the amounts payable on the regular interest in REMIC I corresponding
to such Certificate as rights in an interest rate cap contract written by the
holder of the Class BIO Certificates in favor of the holder of such Certificate.
 For this purpose, such rights include the rights with respect to Net Rate
Cap Carryovers in the case of a Class AV-1, Class AV-2, Class AV-3, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5 or Class M-6 Certificate.  Thus,
each Certificate (other than a Class P, Class BIO or Residual Certificate) shall
be treated as representing not only ownership of regular interests in REMIC I,
but also ownership of an interest in an interest rate cap contract.

Notwithstanding the priority and sources of payments set forth in
Article V hereof or otherwise, the Trustee shall account for all distributions
on the Certificates as set forth in this section.  In no event shall any
payment on a Certificate in excess of the amount payable on the regular interest
in REMIC I corresponding to such Certificate be treated as a payment with
respect to a “regular interest” in a REMIC within the meaning of Code Section
860G(a)(1).

The Class P Certificates shall be entitled to receive all
Prepayment Charges collected with respect to the Mortgage Loans.  Such
Prepayment Charges shall not be an asset of any REMIC formed hereby and Class P
shall not represent an interest in any REMIC formed hereby.

Section 2.08.  Designation of Startup Day of REMIC.
 The Closing Date is hereby designated as the “start-up day” of each REMIC
within the meaning of Section 860G(a)(9) of the Code.

Section 2.09.  REMIC Certificate Maturity Date.
 Solely for purposes of satisfying Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the “latest possible maturity date” of the regular
interests in each REMIC is the Distribution Date in May 2034.

Section 2.10.  Tax Returns and Reports to
Certificateholders.

(a)

For federal income tax purposes, each REMIC shall have a calendar
year and shall maintain its books on the accrual method of accounting.

(b)

The Tax Matters Person shall prepare, or cause to be prepared,
execute and deliver to the Trustee, the Servicer or Certificateholders, as
applicable, any income tax information returns for each taxable year with
respect to the Trust containing such information at the times and in the manner
as may be required by the Code or state or local tax laws, regulations or rules,
and shall furnish or cause to be furnished to the Trust and the
Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby.  Within thirty (30) days of the
Closing Date, the Tax Matters Person shall furnish or cause to be furnished to
the Internal Revenue Service, on Form 8811 or as otherwise required by the Code,
the name, title, address and telephone number of the person that Holders of the
Certificates may contact for tax information relating thereto, together with
such additional information at the time or times and in the manner required by
the Code and shall apply for an employer identification number from the Internal
Revenue Service via Form SS-4 or any other acceptable method.  Such
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 tax laws, regulations or rules.

(c)

In the first federal income tax return of the Trust for its short
taxable year ending December 31, 2004, a REMIC election shall be made with
respect to each REMIC for such taxable year and all succeeding taxable
years.

(d)

The Tax Matters Person will maintain or cause to be maintained
such records relating to the Trust, including, but not limited to, the income,
expenses, assets and liabilities of the Trust, and adjusted basis of the Trust
property and assets determined at such intervals as may be required by the Code,
all as may be necessary to prepare the foregoing returns, schedules, statements
or information.

(e)

The Servicer and the Trustee, upon request, shall promptly furnish
the Tax Matters Person with all such information as may be reasonably available
to, or in the possession of, the Servicer or the Trustee, as applicable, and as
may be required in connection with the Tax Matters Person’s REMIC reporting
obligations pursuant to this Agreement.  The Tax Matters Person shall have
no responsibility for the lack of any information required in connection with
REMIC reporting obligations that is not provided to it by the Servicer or the
Trustee, as applicable.

Section 2.11.  Tax Matters Person.  The tax
matters person with respect to each REMIC (the “Tax Matters Person”) shall be
the holder of the Tax Matters Person Residual Interest which initially is the
Seller.  The Tax Matters Person shall at all times hold the Tax Matters
Person Residual Interest and shall have the same duties with respect to the
Trust as those of a “tax matters partner” under Subchapter C of Chapter 63 of
Subtitle F of the Code.  Each holder of a Residual Certificate shall be
deemed to have agreed, by acceptance thereof, to be bound by this Section
2.11.

Section 2.12.  REMIC Related Covenants.  It is
intended that each REMIC formed hereunder shall constitute, and that the affairs
of each REMIC shall be conducted so as to qualify it as, a REMIC as defined in
and in accordance with the REMIC Provisions.  For as long as the Trust
shall exist, the Trustee, the Servicer and the Tax Matters Person shall act in
accordance herewith to assure continuing treatment of each REMIC as a REMIC and
avoid the imposition of tax on the Trust.  In particular:

(a)

The Trustee shall not create, or knowingly permit the creation of,
any “interests” in any REMIC within the meaning of Code Section 860D(a)(2) other
than the interests represented by the Regular Certificates, the REMIC II Regular
Interests, the REMIC III Regular Interests, the REMIC IV Regular Interests, the
REMIC V Regular Interests and the Residual Certificates.

(b)

Except as otherwise provided in the Code, the Seller shall not
grant and the Trustee shall not accept property unless (i) substantially all of
the property held in the Trust constitutes either “qualified mortgages” or
“permitted investments” as defined in Code Sections 860G(a)(3) and (5),
respectively, and (ii) no property shall be contributed to the Trust after the
Startup Day unless such grant would not subject any REMIC to the 100% tax on
contributions to a REMIC after its Startup Day imposed by Code Section
860G(d).

(c)

The Trustee shall not accept on behalf of the Trust any fee or
other compensation for services (other than as otherwise provided herein) and
shall not accept on behalf of the Trust any income from assets other than those
permitted to be held by a REMIC.

(d)

The Trustee shall not sell or permit the sale of all or any
portion of the Mortgage Loans (other than in accordance with Section 2.02, 2.04
or 3.16), unless such sale is pursuant to a “qualified liquidation” as defined
in Code Section 860F(a)(4)(A) and in accordance with Article VIII.

(e)

The Tax Matters Person shall maintain books with respect to each
REMIC on a calendar year and on an accrual basis.

(f)

Upon filing with the Internal Revenue Service, the Tax Matters
Person shall furnish to the Holders of the Residual Certificates the Form 1066
and each Form 1066Q for the applicable REMIC and shall respond promptly to
written requests made not more frequently than quarterly by any Holder of
Residual Certificates with respect to the following matters:

(i)

The original projected principal and interest cash flows on the
Closing Date on each class of regular and residual interests created hereunder
and on the Mortgage Loans, based on 100% and 100% of the applicable Prepayment
Assumption in the case of the fixed rate and adjustable rate Mortgage Loans,
respectively (and assuming that each REMIC is liquidated on the Optional
Termination Date); 

(ii)

The projected remaining principal and interest cash flows as of
the end of any calendar quarter with respect to each class of regular and
residual interests created hereunder and the Mortgage Loans, based on 120% and
100% of the applicable Prepayment Assumption in the case of the fixed rate and
adjustable rate Mortgage Loans, respectively (and assuming that each REMIC is
liquidated on the Optional Termination Date); 

(iii)

The applicable percentage of the Prepayment Assumption and any
interest rate assumptions used in determining the projected principal and
interest cash flows described above;

(iv)

The original issue discount (or, in the case of the Mortgage
Loans, market discount) or premium accrued or amortized through the end of such
calendar quarter with respect to each class of regular or residual interests
created hereunder and with respect to the Mortgage Loans, together with each
constant yield to maturity used in computing the same;

(v)

The treatment of losses realized with respect to the Mortgage
Loans or the regular interests created hereunder, including the timing and
amount of any cancellation of indebtedness income of each REMIC with respect to
such regular interests or bad debt deductions claimed with respect to the
Mortgage Loans;

(vi)

The amount and timing of any non-interest expenses of each REMIC;
and

(vii)

Any taxes (including penalties and interest) imposed on each
REMIC, including, without limitation, taxes on “prohibited transactions,”
“contributions” or “net income from foreclosure property” or state or local
income or franchise taxes.

In the event that any tax is imposed on “prohibited transactions”
of the Trust as defined in Section 860F(a)(2) of the Code, on the “net income
from foreclosure property” of a REMIC as defined in Section 860G(c) of the Code,
on any contribution to the Trust after the Startup Day pursuant to Section
860G(d) of the Code, or any other tax (other than any minimum tax imposed by
Section 24874 and 23153 of the California Revenue and Taxation Code) is imposed,
such tax shall be paid by (i) the Trustee, if such tax arises out of or results
from a breach by the Trustee of any of its obligations under this Agreement,
(ii) the Tax Matters Person, if such tax arises out of or results from a breach
by the Tax Matters Person of any of the obligations under this Agreement, (iii)
the Servicer, if such tax arises out of or results from a breach by the Servicer
of any of its obligations under this Agreement or (iv) otherwise the Holders of
the applicable Residual Certificates in proportion to their Percentage
Interests.  To the extent any tax is chargeable against the Holders of the
Residual Certificates, notwithstanding anything to the contrary contained
herein, the Trustee is hereby authorized to retain from amounts otherwise
distributable to the Holders of the applicable Residual Certificates on any
Distribution Date sufficient funds to reimburse the Trustee for the payment of
such tax (to the extent that the Trustee has not been previously reimbursed or
indemnified therefor).

The Trustee shall not engage in a “prohibited transaction” (as
defined in Code Section 860F(a)(2)), except that, with the prior written consent
of the Seller, the Trustee may engage in the activities otherwise prohibited by
the foregoing clauses (b), (c) and (d), provided that the Seller shall
have delivered to the Trustee an Opinion of Counsel to the effect that such
transaction will not result in the imposition of a contribution or prohibited
transaction tax on the Trust and will not disqualify any REMIC from treatment as
a REMIC; and provided that the Seller shall have demonstrated to the
satisfaction of the Trustee that such action will not adversely affect the
rights of the holders of the Certificates and the Trustee and that such action
will not adversely impact the rating of the Offered Certificates.

(g)

Except as provided below, the Tax Matters Person shall pay out of
its own funds, without any right of reimbursement, any and all tax related
expenses of the Trust (including, but not limited to, tax return preparation and
filing expenses and any professional fees or expenses related to audits or any
administrative or judicial proceedings with respect to the Trust that involve
the Internal Revenue Service or state tax authorities), other than the expense
of obtaining any Opinion of Counsel required pursuant to Sections 2.05, 3.06 and
10.02 and other than taxes except as specified herein.  The Trustee and the
Tax Matters Person shall be entitled to be reimbursed for any professional fees
or expenses related to audits or any administrative or judicial proceedings that
do not result from any breach of their respective duties hereunder.

(h)

On behalf of each REMIC, the Trustee, Servicer or Tax Matters
Person, as applicable, shall do the following:

(i)

the Tax Matters Person shall prepare, sign 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) and any other Tax Return
required to be filed by each REMIC, using a calendar year as the taxable year
for each REMIC; 

(ii)

the Tax Matters Person shall make, or cause to be made, an
election, on behalf of each REMIC, to be treated as a REMIC on the federal tax
return of each REMIC for its first taxable year;

(iii)

the Tax Matters Person shall prepare and forward, or cause to be
prepared and forwarded, to the Servicer, the Seller, the Trustee (which, subject
to receipt thereof shall forward to the Certificateholders, except for Holders
of the Residual Certificates) and to the Internal Revenue Service and any other
relevant governmental taxing authority all information returns or reports as and
when required to be provided to them in accordance with the REMIC
Provisions;

(iv)

the Trustee, the Tax Matters Person and the Servicer shall to the
extent that the affairs of any REMIC are within its control, conduct such
affairs of each REMIC at all times that any Certificates are outstanding so as
to maintain the status of each REMIC as a REMIC under the REMIC Provisions and
any other applicable federal, state and local laws, including, without
limitation with respect to the Trustee, information reports relating to
“original issue discount,” as defined in the Code, based upon 120% of the
applicable Prepayment Assumption for fixed rate Mortgage Loans and 100% of the
applicable Prepayment Assumption for adjustable rate Mortgage Loans, calculated
by using the issue price of the Certificates;

(v)

the Trustee, the Servicer and Tax Matters Person shall not
knowingly or intentionally take any action or omit to take any action that would
cause the termination of the REMIC status of any REMIC;

(vi)

the Trustee shall pay the amount of any and all federal, state and
local taxes upon the Trustee or the Certificateholders in connection with the
Trust or the Mortgage Loans, prohibited transaction taxes as defined in Section
860F of the Code, other than any amount due as a result of a transfer or
attempted or purported transfer in violation of Section 6.02, imposed on the
Trust 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).  The Trustee shall be entitled to reimbursement for all
such amounts in accordance with Section 2.12;

(vii)

the Trustee and the Tax Matters Person shall ensure that any such
returns or reports filed on behalf of the Trust are properly executed by the
appropriate person;

(viii)

the Tax Matters Person shall represent the Trust 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, enter into settlement agreements with any
government taxing agency, extend any statute of limitations relating to any item
of the Trust and otherwise act on behalf of the Trust in relation to any tax
matter involving the Trust;

(ix)

the Trustee and the Tax Matters Person shall as provided in
Section 6.02, make available information necessary for the computation of any
tax imposed (1) on transferors of residual interests to transferees that are not
Permitted Transferees or (2) on pass-through entities, any interest in which is
held by an entity which is not a Permitted Transferee;

(x)

the Trustee and the Tax Matters Person shall make available to the
Internal Revenue Service and those Persons specified by the REMIC Provisions all
information necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Residual Certificate to any Person who is not a
Permitted Transferee, including the information described in Treasury
regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the
“excess inclusions” of such Residual Certificate and (B) as a result of any
regulated investment company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381 of the Code
that holds an Ownership Interest in a Residual Certificate having among its
record holders at any time any Person that is not a Permitted Transferee.
 Reasonable compensation for providing such information may be required by
the Trustee; and

(xi)

the Trustee, the Servicer and the Tax Matters Person shall
cooperate with each other in connection with the foregoing obligations,
including signing any Tax Returns to the extent required by law.

Section 2.13.  Subsequent Transfers.

(a)

Subject to the satisfaction of the conditions set forth in
paragraph (b) below and pursuant to the terms of each Subsequent Transfer
Agreement, in consideration of the Trustee’s delivery, on behalf of the Trust,
on the related Subsequent Transfer Date to or upon the order of the Seller of
the purchase price therefor, the Seller shall on any Subsequent Transfer Date
sell, transfer, assign, set over and otherwise convey without recourse to the
Depositor and the Depositor shall sell, transfer, assign, set over and otherwise
convey without recourse to the Trust, all right, title and interest of the
Seller and Depositor, as applicable, in and to each Subsequent Mortgage Loan
transferred pursuant to such Subsequent Transfer Agreement, including (i) the
related Principal Balance as of the related Cut-Off Date after giving effect to
payments of principal due on or before the Cut-Off Date; (ii) all collections in
respect of interest and principal received after the related Cut-Off Date (other
than principal and interest due on or before such Cut-off Date); (iii) property
which secured such Subsequent Mortgage Loan and which has been acquired by
foreclosure or deed in lieu of foreclosure; (iv) its interest in any insurance
policies in respect of such Subsequent Mortgage Loan; and (v) all proceeds of
any of the foregoing.  The transfer by the Seller to the Depositor and by
the Depositor to the Trust of the Subsequent Mortgage Loans set forth on the
Subsequent Mortgage Loan Schedule shall be absolute and shall be intended by the
Seller, the Depositor and all parties hereto to be treated as a sale by the
Seller to the Depositor and as a sale by the Depositor to the Trust.  If
the assignment and transfer of the Mortgage Loans and the other property
specified in this Section 2.13 from the Seller to the Depositor and by the
Depositor to the Trust pursuant to this Agreement is held or deemed not to be a
sale or is held or deemed to be a pledge of security for a loan, both the Seller
and the Depositor intend that the rights and obligations of the parties shall be
established pursuant to the terms of this Agreement and that, in such event, (i)
the Seller shall be deemed to have granted and does hereby grant to the
Depositor and the Depositor shall be deemed to have granted and does hereby
grant to the Trust as of such Subsequent Transfer Date a first priority security
interest in the entire right, title and interest of the Seller and of the
Depositor in and to the Subsequent Mortgage Loans and all other property
conveyed to the Trust pursuant to this Section 2.13 and all proceeds thereof and
(ii) this Agreement shall constitute a security agreement under applicable law.
 The purchase price shall be one hundred percent (100%) of the Principal
Balances of the Subsequent Mortgage Loans as of the related Cut-Off Date.
 On or before each Subsequent Transfer Date, the Seller shall deliver to,
and deposit with the Trustee or the Custodian on behalf of the Trustee, the
Related Documents with respect to each Subsequent Mortgage Loan transferred on
such Subsequent Transfer Date, and the related Subsequent Mortgage Loan Schedule
in computer readable format with respect to such Subsequent Mortgage Loans.

(b)

The Seller shall transfer and deliver to the Trustee or the
Custodian on behalf of the Trustee the Subsequent Mortgage Loans and the other
property and rights related thereto described in paragraph (a) of this Section
2.13 only upon the satisfaction of each of the following conditions on or prior
to the applicable Subsequent Transfer Date:

(i)

The Seller and the Depositor shall have provided the Servicer, the
Trustee and the Rating Agencies with an Addition Notice, which notice shall be
given not less than two Business Days prior to the applicable Subsequent
Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to
the Trust and the aggregate Principal Balance of such Mortgage Loans and the
Rating Agencies shall have informed the Seller, the Depositor or the Trustee
prior to the applicable Subsequent Transfer Date that the inclusion of such
Subsequent Mortgage Loans will not result in the downgrade or withdrawal of the
ratings assigned to the Offered Certificates;

(ii)

The Seller and the Depositor shall have delivered to the Trustee
and the Servicer a duly executed Subsequent Transfer Agreement in substantially
the form of Exhibit D;

(iii)

The Seller shall have delivered to the Servicer for deposit in the
Collection Account all principal collected and interest collected to the extent
accrued and due after the related Cut-off Date;

(iv)

As of each Subsequent Transfer Date, neither the Seller nor the
Depositor was insolvent, neither the Seller nor the Depositor will be made
insolvent by such transfer and neither the Seller nor the Depositor is aware of
any pending insolvency;

(v)

Such addition will not result in a material adverse tax
consequence to any REMIC or the Holders of the Certificates;

(vi)

The Funding Period shall not have terminated;

(vii)

The Seller and the Depositor shall have provided the Trustee and
the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., “True
Sale Opinion”) of the Subsequent Mortgage Loans to the Trustee, the
enforceability of the Subsequent Transfer Agreement and to the effect that the
transfer of such Subsequent Mortgage Loans will not adversely affect the status
of any REMIC as a REMIC, which matters may be covered in the opinions delivered
on the Closing Date;

(viii)

The aggregate Principal Balance of Subsequent Mortgage Loans does
not exceed the Original Pre-Funded Amount;

(ix)

The conditions specified in Exhibit S hereto shall be met; and

(x)

On the last Subsequent Transfer Date, the Trustee shall have
received an accountant’s letter confirming that the characteristics of the
Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters
set forth in Exhibit S hereto.

(c)

The Seller, the Depositor, the Custodian and the Trustee shall
comply with their respective obligations set forth in Sections 2.01, 2.02, 2.04
and 2.05 with respect to the Subsequent Mortgage Loans delivered on each
Subsequent Transfer Date.  References in such Sections to the Initial
Mortgage Loans or Mortgage Loans shall be deemed to refer to the Subsequent
Mortgage Loans and references to the Cut-Off Date or the Closing Date, as
applicable, shall be deemed to refer to the applicable related Cut-Off Date or
Subsequent Transfer Date, respectively, except that references to 360 days after
the Closing Date shall remain unchanged as shall representations made with
specific reference to the Initial Mortgage Loans.

ARTICLE III

Administration and Servicing of Mortgage Loans

Section 3.01.  The Servicer.  

(a)

It is intended that the Trust formed hereunder shall constitute,
and that the affairs of the Trust shall be conducted so as to qualify each REMIC
as, a “real estate mortgage investment conduit” (“REMIC”) as defined in and in
accordance with the REMIC Provisions.  In furtherance of such intentions,
the Servicer covenants and agrees that it shall not knowingly or intentionally
take any action or omit to take any action that would cause the termination of
the REMIC status of any REMIC.

(b)

The Servicer, as independent contract servicer, shall service and
administer the Mortgage Loans consistent with the terms of this Agreement.
 The Servicer may enter into Subservicing Agreements for any servicing and
administration of Mortgage Loans with any institution which (i) is in compliance
with the laws of each state necessary to enable it to perform its obligations
under such Subservicing Agreement and (ii) meets the requirements of clause (2)
of the definition of an Approved Servicer or is an affiliate of the Servicer.
 The Servicer shall give notice to the Trustee of the appointment of any
Subservicer.  Any such Subservicing Agreement shall be consistent with and
not violate the provisions of this Agreement.  The Servicer shall be
entitled to terminate any Subservicing Agreement in accordance with the terms
and conditions of such Subservicing Agreement and either itself directly service
the related Mortgage Loans or enter into a Subservicing Agreement with a
successor subservicer which qualifies hereunder.

(c)

Notwithstanding any Subservicing Agreement or any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, the Servicer shall remain obligated and primarily liable for the
servicing and administering of the Mortgage Loans in accordance with the
provisions of this Agreement without diminution of such obligation or liability
by virtue of such Subservicing Agreements or arrangements or by virtue of
indemnification from the Subservicer and to the same extent and under the same
terms and conditions as if the Servicer alone were servicing and administering
the Mortgage Loans.  For purposes of this Agreement, the Servicer shall be
deemed to have received payments on Mortgage Loans when the Subservicer has
received such payments.  The Servicer shall be entitled to enter into any
agreement with a Subservicer for indemnification of the Servicer by such
Subservicer, and nothing contained in this Agreement shall be deemed to limit or
modify such indemnification.

(d)

Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Servicer alone, and the Trustee and Certificateholders
shall not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the Subservicer except as set
forth in Section 3.01(e).  The Servicer shall be solely liable for all fees
owed by it to any Subservicer irrespective of whether the Servicer’s
compensation pursuant to this Agreement is sufficient to pay such fees.

(e)

In the event the Servicer shall for any reason no longer be the
Servicer (including by reason of an Event of Default), the Successor Servicer or
its designee approved by the Trustee shall thereupon assume all of the rights
and obligations of the Servicer under each Subservicing Agreement that the
Servicer may have entered into, unless the Successor Servicer or designee
approved by the Trustee elects to terminate any Subservicing Agreement.
 Any fee payable in connection with such a termination will be payable by
the outgoing Servicer.  If the Successor Servicer does not terminate the
Subservicing Agreements, the Successor Servicer, its designee or the successor
servicer for the Successor Servicer shall be deemed to have assumed all of the
Servicer’s interest therein and to have replaced the Servicer as a party to each
Subservicing Agreement to the same extent as if the Subservicing Agreements had
been assigned to the assuming party, except that the Servicer shall not thereby
be relieved of any liability or obligations under the Subservicing Agreements
with regard to events that occurred prior to the date the Servicer ceased to be
the Servicer hereunder.  The Servicer, at its expense and without right of
reimbursement therefor, shall, upon the request of the Successor Servicer,
deliver to the assuming party all documents and records relating to each
Subservicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by it and otherwise use its best
efforts to effect the orderly and efficient transfer of the Subservicing
Agreements to the assuming party.

(f)

Consistent with the terms of this Agreement, the Servicer may
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 good faith determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders, provided, however, that
(unless (x) the Mortgagor is in default with respect to the Mortgage Loan, or
such default is, in the judgment of the Servicer, imminent and (y) such waiver,
modification, postponement or indulgence would not cause any REMIC to be
disqualified or otherwise cause a tax to be imposed on any REMIC) the Servicer
may not permit any modification with respect to any Mortgage Loan that would
change the Loan Rate, defer or forgive the payment of any principal or interest
(unless in connection with the liquidation of the related Mortgage Loan) or
extend the final maturity date on the Mortgage Loan.  No costs incurred by
the Servicer or any Subservicer in respect of Servicing Advances shall, for the
purposes of distributions to Certificateholders, be added to the amount owing
under the related Mortgage Loan.  Without limiting the generality of the
foregoing, the Servicer shall continue, and is hereby authorized and empowered
to execute and deliver on behalf of the Trustee and each Certificateholder, all
instruments of satisfaction or cancellation, of partial or full release, or of
discharge and all other comparable instruments with respect to the Mortgage
Loans and with respect to the Mortgaged Properties.  If reasonably required
by the Servicer, the Trustee shall furnish the Servicer with any powers of
attorney and other documents necessary or appropriate to enable the Servicer to
carry out its servicing and administrative duties under this Agreement.

Notwithstanding anything to the contrary contained herein, the
Servicer, in servicing and administering the Mortgage Loans, shall employ or
cause to be employed procedures (including collection, foreclosure and REO
Property management procedures) and exercise the same care that it customarily
employs and exercises in servicing and administering mortgage loans for its own
account, in accordance with accepted mortgage servicing practices of prudent
lending institutions servicing mortgage loans similar to the Mortgage Loans and
giving due consideration to the Certificateholders’ reliance on the
Servicer.

(g)

Within ninety (90) days after such time as the Trustee receives
the resignation of, or notice of the removal of, the Servicer from its rights
and obligations under this Agreement, and with respect to resignation pursuant
to Section 7.04, after receipt by the Trustee of the Opinion of Counsel required
pursuant to Section 7.04, the Successor Servicer shall assume all of the rights
and obligations of the Servicer, subject to Section 8.02; provided that if the
Servicer is removed pursuant to Section 8.02, the Successor Servicer shall
immediately be obligated to make Monthly Advances and Servicing Advances as
required in this Agreement.  The Servicer shall, upon request of the
Successor Servicer but at the expense of the Servicer, deliver to the Successor
Servicer all documents and records relating to the Mortgage Loans and an
accounting of amounts collected and held by the Servicer and otherwise use its
best efforts to effect the orderly and efficient transfer of servicing rights
and obligations to the assuming party who shall be entitled to reimbursement by
the Servicer (or, to the extent not paid by the Servicer, by the Trust prior to
distributions to Certificateholders for Servicing Transfer Costs.

(h)

The Servicer shall deliver a list of Servicing Officers to the
Trustee on or before the Closing Date.

(i)

Consistent with the terms of this Agreement, the Servicer may
consent to the placing of a lien senior to that of the Mortgage on the related
Mortgaged Property; provided that such senior lien secures a mortgage
loan that refinances a First Lien and the combined loan-to-value ratio of the
related Mortgage Loan immediately following the refinancing (based on the
outstanding principal balance of the Mortgage Loan and the original principal
balance of such refinanced mortgage loan) is not greater than the Combined
Loan-to-Value Ratio of such Mortgage Loan as of the related Cut-Off Date.

(j)

The Servicer is authorized and empowered by the Trustee, on behalf
of the Certificateholders and the Trustee, in its own name or in the name of any
Subservicer, when the Servicer or any Subservicer, as the case may be, believes
it appropriate in its best judgment to register any Mortgage Loan on the MERS®
System, or cause the removal from the registration of any Mortgage Loan on the
MERS® 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.

Section 3.02.  Collection of Certain Mortgage Loan
Payments.

(a)

The Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Mortgage Loans and shall, to
the extent such procedures shall be consistent with this Agreement, follow such
collection procedures as it follows with respect to mortgage loans in its
servicing portfolio comparable to the Mortgage Loans.  Consistent with the
foregoing, and without limiting the generality of the foregoing, the Servicer
may in its discretion (i) subject to the provisions of Section 3.21 hereof,
waive any prepayment charge, late payment charge or any assumption fees or other
fees which may be collected in the ordinary course of servicing such Mortgage
Loan and (ii) arrange with a Mortgagor a schedule for the payment of interest
due and unpaid; provided that such arrangement is consistent with the
Servicer’s policies with respect to the mortgage loans it owns or services;
provided, further, that notwithstanding such arrangement such
Mortgage Loans will be included in the monthly information delivered by the
Servicer to the Trustee pursuant to Section 5.03.

(b)

The Servicer shall establish and maintain a separate trust account
(the “Collection Account”) titled “Wells Fargo Bank, National Association, as
Trustee, in trust for the registered holders of Renaissance HEL Trust 2004-1
Asset-Backed Certificates, Series 2004-1”.  The Collection Account shall be
an Eligible Account.  On the Closing Date and on each Subsequent Transfer
Date, the Seller shall cause to be deposited in the Collection Account any
amounts representing payments on and any collections in respect of the Mortgage
Loans received after the related Cut-Off Date (other than principal and interest
accrued and due on or prior to March 1, 2004) and prior to the Closing Date or
Subsequent Transfer Date, as applicable.  The Servicer shall deposit within
two (2) Business Days, following receipt thereof the following payments and
collections received or made by it (without duplication):

(i)

all payments received after the related Cut-Off Date on account of
principal on the Mortgage Loans (exclusive of payments in respect of principal
on the Mortgage Loans which were due on or prior to the related Cut-off Date)
and all Principal Prepayments and Curtailments collected after the related
Cut-Off Date;

(ii)

all payments received after the related Cut-Off Date on account of
interest on the Mortgage Loans (exclusive of payments in respect of interest on
the Mortgage Loans which have accrued and were due on or prior to the related
Cut-Off Date);

(iii)

all Net Liquidation Proceeds net of Foreclosure Profits;

(iv)

all Insurance Proceeds other than any portion thereof constituting
Net Liquidation Proceeds;

(v)

all Released Mortgaged Property Proceeds;

(vi)

any amounts payable in connection with the repurchase of any
Mortgage Loan and the amount of any Substitution Adjustment pursuant to Sections
2.02, 2.04, 2.05 and 3.16; and

(vii)

any amount required to be deposited in the Collection Account
pursuant to Sections 3.04, 3.05, 3.06, 3.07, 5.02 or 5.05; and

(viii)

any Prepayment Charges.

provided, however, that, with respect to each Due
Period, the Servicer shall be permitted to retain (x) from payments in respect
of interest on a Mortgage Loan, the Servicing Fee for such Mortgage Loan and (y)
from payments from Mortgagors, Liquidation Proceeds, Insurance Proceeds and
Released Mortgaged Property Proceeds, any unreimbursed Servicing Advances and
Monthly Advances or unpaid Servicing Fees related thereto.  The foregoing
requirements respecting deposits to the Collection Account are exclusive, it
being understood that, without limiting the generality of the foregoing, the
Servicer need not deposit in the Collection Account amounts representing
Servicing Compensation or amounts received by the Servicer for the accounts of
Mortgagors for application toward the payment of taxes, insurance premiums,
assessments and similar items.

The Servicer may cause the institution maintaining the Collection
Account to invest any funds in the Collection Account in Eligible Investments
(including obligations of the Servicer or any of its Affiliates, if such
obligations otherwise qualify as Eligible Investments) pursuant to Section
5.05.

Section 3.03.  Withdrawals from the Collection
Account.  The Servicer shall withdraw or cause to be withdrawn funds
from the Collection Account for the following purposes:

(i)

before 1:00 p.m. (New York City time) on the related Deposit Date
to withdraw the Available Funds and Prepayment Charges, and, in each case, remit
such funds to the Trustee for deposit to the Distribution Account;

(ii)

to reimburse the Servicer for any accrued unpaid Servicing
Compensation which the Servicer would not have been required to deposit in the
Collection Account and for unreimbursed Monthly Advances and Servicing Advances.
 The Servicer’s right to reimbursement for unpaid Servicing Fees and
unreimbursed Servicing Advances shall be limited to late collections on the
related Mortgage Loan, including Liquidation Proceeds, Released Mortgaged
Property Proceeds, Insurance Proceeds and such other amounts as may be collected
by the Servicer from the related Mortgagor or otherwise relating to the Mortgage
Loan in respect of which such reimbursed amounts are owed.  The Servicer’s
right to reimbursement for unreimbursed Monthly Advances shall be limited to
late collections on any Mortgage Loan and to Liquidation Proceeds, Released
Mortgaged Property Proceeds, Insurance Proceeds and any purchase or repurchase
proceeds on related Mortgage Loans;

(iii)

to withdraw any amount received from a Mortgagor that is
recoverable and sought to be recovered as a voidable preference by a trustee in
bankruptcy pursuant to the United States Bankruptcy Code in accordance with a
final, nonappealable order of a court having competent jurisdiction;

(iv)

to withdraw any funds deposited in the Collection Account that
were not required to be deposited therein (such as Servicing Compensation) or
were deposited therein in error and to pay such funds to the appropriate
Person;

(v)

to withdraw funds necessary for the conservation and disposition
of REO Property pursuant to Section 3.06 to the extent not advanced by the
Servicer;

(vi)

to reimburse the Servicer for Nonrecoverable Advances and any
unpaid Servicing Fees related to a Mortgage Loan secured by a second lien on the
related Mortgaged Property to the extent not recovered pursuant to clause (ii)
above;

(vii)

to pay to the Seller collections received in respect of accrued
interest and principal on the Mortgage Loans due on or before the related
Cut-Off Date;

(viii)

to pay to the Servicer or the Trustee the portion of any Purchase
Price in respect of clause (iv) of the definition thereof or of any Substitution
Adjustment in respect of clause (d) of the definition thereof to the extent paid
in respect of amounts incurred by or imposed on the Servicer or the Trustee, as
the case may be; 

(ix)

to reimburse the Servicer for expenses incurred by it in
connection with the Mortgage Loans or Certificates and reimbursable pursuant to
Section 7.03 hereof provided that such amount shall only be withdrawn following
the withdrawal from the Collection Account for deposit into the Distribution
Account pursuant to clause (i) above; and

(x)

to clear and terminate the Collection Account upon the termination
of this Agreement and to pay any amounts remaining therein to the applicable
Class R Certificateholders.

Section 3.04.  Maintenance of Hazard Insurance; Property
Protection Expenses.  The Servicer shall cause to be maintained for
each Mortgage Loan fire and hazard insurance naming the Servicer as loss payee
thereunder providing extended coverage in an amount which is at least equal to
the lesser of (i) the maximum insurable value of the improvements securing such
Mortgage Loan from time to time, (ii) the combined principal balance owing on
such Mortgage Loan and any mortgage loan senior to such Mortgage Loan and (iii)
the minimum amount required to compensate for damage or loss on a replacement
cost basis.  The Servicer shall also maintain on property acquired upon
foreclosure or by deed in lieu of foreclosure hazard insurance with extended
coverage in an amount which is at least equal to the lesser of (i) the maximum
insurable value from time to time of the improvements which are a part of such
property, (ii) the combined principal balance owing on such Mortgage Loan and
any mortgage loan senior to such Mortgage Loan and (iii) the minimum amount
required to compensate for damage or loss on a replacement cost basis at the
time of such foreclosure, fire and/or deed in lieu of foreclosure plus accrued
interest and the good-faith estimate of the Servicer of related Servicing
Advances to be incurred in connection therewith.  Amounts collected by the
Servicer under any such policies shall be deposited in the Collection Account to
the extent called for by Section 3.02.  In cases in which any Mortgaged
Property is located in a federally designated flood area, the hazard insurance
to be maintained for the related Mortgage Loan shall include flood insurance to
the extent such flood insurance is available and the Servicer has determined
such insurance to be necessary in accordance with accepted mortgage loan
servicing standards for mortgage loans similar to the Mortgage Loans.  All
such flood insurance shall be in amounts equal to the least of (A) the amount in
clause (i) above, (B) the amount in clause (ii) above and (C) the maximum amount
of insurance available under the National Flood Insurance Act of 1968, as
amended.  The Servicer shall be under no obligation to require that any
Mortgagor maintain earthquake or other additional insurance and shall be under
no obligation itself to maintain any such additional insurance on property
acquired in respect of a Mortgage Loan, other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such
additional insurance.  The costs and expenses incurred by the Servicer in
maintaining any such insurance shall constitute Servicing Advances.

Section 3.05.  Maintenance of Mortgage Impairment
Insurance Policy.  In the event that the Servicer shall obtain and
maintain a blanket policy with an insurer having a General Policy rating of
A:VIII or better in Best’s Key Rating Guide, then, to the extent such policy
names the Servicer as loss payee and provides coverage in an amount equal to the
aggregate unpaid principal balance on the Mortgage Loans without co-insurance,
and otherwise complies with the requirements of Section 3.04, the Servicer shall
be deemed conclusively to have satisfied its obligations with respect to fire
and hazard insurance coverage under Section 3.04, it being understood and agreed
that such blanket policy may contain a deductible clause, in which case the
Servicer shall, in the event that there shall not have been maintained on the
related Mortgaged Property a policy complying with Section 3.04, and there shall
have been a loss which would have been covered by such policy, deposit in the
Collection Account the difference, if any, between the amount that would have
been payable under a policy complying with Section 3.04 and the amount paid
under such blanket policy.  Upon the request of the Trustee, the Servicer
shall cause to be delivered to the Trustee, a certified true copy of such
policy.  In connection with its activities as administrator and servicer of
the Mortgage Loans, the Servicer agrees to prepare and present, on behalf of
itself, the Trustee, and the Certificateholders, claims under any such policy in
a timely fashion in accordance with the terms of such policy.

Section 3.06.  Management and Realization Upon Defaulted
Mortgage Loans.  The Servicer shall manage, conserve, protect and
operate each REO Property for the Certificateholders solely for the purpose of
its prudent and prompt disposition and sale; provided 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 (i) that such
restoration and/or foreclosure will increase the proceeds of liquidation of the
Mortgage Loan after reimbursement to itself of such expenses and (ii) that such
expenses will be recoverable to it through Liquidation Proceeds (respecting
which it shall have priority for purposes of withdrawals from the Certificate
Account pursuant to Section 3.03 hereof).  The Servicer shall be
responsible for all other costs and expenses incurred by it in any such
proceedings; provided that it shall be entitled to reimbursement thereof from
the proceeds of liquidation of the related Mortgaged Property, as contemplated
in Section 3.03 hereof.  The Servicer shall, either itself or through an
agent selected by the Servicer, 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 shall attempt to sell the same (and may temporarily rent the same) on
such terms and conditions as the Servicer deems to be in the best interest of
the Certificateholders.

The Servicer shall cause to be deposited, no later than two (2)
Business Days after the receipt thereof, in the Collection Account, all revenues
received with respect to the related REO Property and shall retain, or cause the
Trustee to withdraw therefrom, funds necessary for the proper operation,
management and maintenance of the REO Property and the fees of any managing
agent acting on behalf of the Servicer.

The disposition of REO Property shall be carried out by the
Servicer for cash at such price, and upon such terms and conditions, as the
Servicer deems to be in the best interest of the Certificateholders and, as soon
as practicable thereafter, the expenses of such sale shall be paid out of the
proceeds of such sale.  The cash proceeds of sale of the REO Property shall
be promptly deposited in the Collection Account, net of Foreclosure Profits and
of any related unreimbursed Servicing Advances, accrued and unpaid Servicing
Fees and unreimbursed Monthly Advances payable to the Servicer in accordance
with Section 3.03, for distribution to the Certificateholders in accordance with
Section 5.01.

The Servicer shall foreclose upon or otherwise comparably convert
to ownership Mortgaged Properties securing such of the Mortgage Loans as come
into and continue in default when no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Section 3.02 subject to the
provisions contained in the last paragraph of this Section 3.06.

In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Trustee or to its nominee on behalf of
Certificateholders.

In the event any Mortgaged Property is acquired as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Servicer shall (i) dispose of such Mortgaged Property within three (3) years
after the close of the taxable year in which the Mortgaged Property was acquired
(the “grace period”) or (ii) prior to the expiration of any extension to such
grace period which is requested on behalf of the Trust by the Servicer (at the
expense of the Trust) more than sixty (60) days prior to the end of the grace
period and granted by the Internal Revenue Service, unless the Trust shall have
received an Opinion of Counsel to the effect that the holding of such Mortgaged
Property subsequent to expiration of the grace period will not result in the
imposition of taxes on “prohibited transactions” as defined in Section 860F of
the Code or cause any REMIC to fail to qualify as a REMIC at any time that any
Regular Certificates are outstanding.  Notwithstanding any other provision
of this Agreement, (i) no Mortgaged Property acquired by the Servicer pursuant
to this Section 3.06 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 and
(ii) no construction shall take place on such Mortgaged Property in such a
manner or pursuant to any terms, in either case, that would cause such Mortgaged
Property to fail to qualify as “foreclosure property” within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by the Trust of any “net
income from foreclosure property” which is subject to taxation within the
meaning of Sections 860G(c) and 857(b)(4)(B) of the Code.  If a period
greater than the grace period is permitted under this Agreement and is necessary
to sell any REO Property, the Servicer shall give appropriate notice to the
Trustee and shall report monthly to the Trustee as to the progress being made in
selling such REO Property.

If the Servicer has actual knowledge that a Mortgaged Property
which the Servicer is contemplating acquiring in foreclosure or by deed in lieu
of foreclosure is located within a one-mile radius of any site with
environmental or hazardous waste risks known to the Servicer, the Servicer will
notify the Trustee prior to acquiring the Mortgaged Property.  Nothing in
this Section 3.06 shall affect the Servicer’s right to deem certain advances
proposed to be made Nonrecoverable Advances.  For the purpose of this
Section 3.06, actual knowledge of the Servicer means actual knowledge of a
Responsible Officer of the Servicer involved in the servicing of the relevant
Mortgage Loan.  Actual knowledge of the Servicer does not include knowledge
imputable by virtue of the availability of or accessibility to information
relating to environmental or hazardous waste sites or the locations thereof.

Notwithstanding the other provisions of this Section 3.06 or any
other provision of this Agreement to the contrary, if any Mortgage Loan that is
more than 89 days delinquent as of the Closing Date (hereafter a “Foreclosure
Restricted Mortgage Loan”) comes into and continues in default, the Servicer
will nevertheless not complete foreclosure upon, accept a deed in-lieu of
foreclosure of, or otherwise comparably convert the ownership of any property
securing such Foreclosure Restricted Mortgage Loan (hereafter, “Foreclosure
Restricted Property”) if the value of such Foreclosure Restricted Property
(measured in all cases as the outstanding principal balance of the Foreclosure
Restricted Mortgage Loan plus accrued interest), when added to the value of all
other Foreclosure Restricted Property then held as part of the Trust, would
exceed 3⁄4 of one percent (0.75%) of the aggregate Principal Balance of all
Mortgage Loans then held as part of the Trust.  Moreover, if, as of the
next Distribution Date, the value of all Foreclosure Restricted Property held as
part of the Trust will exceed one percent (1%) of the aggregate Principal
Balance of all Mortgage Loans held as part of the Trust, then prior to such
Distribution Date, the Servicer will sell as much Foreclosure Restricted
Property as necessary so that as of such Distribution Date, the value of all
Foreclosure Restricted Property held as part of the Trust will be less than one
percent (1%) of the aggregate Principal Balance of all Mortgage Loans held as
part of the Trust.

Section 3.07.  Trustee to Cooperate.  Upon any
Principal Prepayment, the Servicer is authorized to execute, pursuant to the
authorization contained in Section 3.01(f), if the related Assignment of
Mortgage has been recorded as required hereunder, an instrument of satisfaction
regarding the related Mortgage, which instrument of satisfaction shall be
recorded by the Servicer if required by applicable law and be delivered to the
Person entitled thereto.  The Servicer is also authorized to cause the
removal from the registration on the MERS System of such Mortgage 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.  It is understood and agreed that no expenses incurred in
connection with such instrument of satisfaction or transfer shall be reimbursed
from amounts deposited in the Collection Account.  If the Trustee or
Custodian is holding the Mortgage Files, from time to time and as appropriate
for the servicing or foreclosure of any Mortgage Loan, the Trustee or Custodian
shall, upon request of the Servicer and delivery to the Custodian of two (2)
copies of a Request for Release, one of which will be returned to the Servicer
with the Mortgage File, in the form annexed hereto as Exhibit I, signed by a
Servicing Officer or in a mutually agreeable electronic format which originates
from a Servicing Officer, release the related Mortgage File to the Servicer, and
the Trustee or Custodian shall execute such documents, in the forms provided by
the Servicer, as shall be necessary for the prosecution of any such proceedings
or the taking of other servicing actions.  Such Request for Release shall
obligate the Servicer to return the Mortgage File to the Trustee or the
Custodian, as the case may be, when the need therefor by the Servicer no longer
exists unless the Mortgage Loan shall be liquidated, in which case, upon receipt
of a certificate of a Servicing Officer similar to that hereinabove specified,
the Mortgage File shall be released by the Trustee or Custodian to the
Servicer.

In order to facilitate the foreclosure of the Mortgage securing
any Mortgage Loan that is in default following recordation of the related
Assignment of Mortgage in accordance with the provisions hereof, the Trustee
shall, if so requested in writing by the Servicer, execute an appropriate
assignment in the form provided to the Trustee by the Servicer to assign such
Mortgage Loan for the purpose of collection to the Servicer (any such assignment
shall unambiguously indicate that the assignment is for the purpose of
collection only) and, upon such assignment, such assignee for collection will
thereupon bring all required actions in its own name and otherwise enforce the
terms of the Mortgage Loan and deposit or credit the Net Liquidation Proceeds,
exclusive of Foreclosure Profits, received with respect thereto in the
Collection Account.  In the event that all delinquent payments due under
any such Mortgage Loan are paid by the Mortgagor and any other defaults are
cured then the assignee for collection shall promptly reassign such Mortgage
Loan to the Trustee and return it to the place where the related Mortgage File
was being maintained.

Section 3.08.  Servicing Compensation; Payment of Certain
Expenses by Servicer.  Subject to Section 5.02, the Servicer shall be
entitled to retain the Servicing Fee in accordance with Section 3.02 as
compensation for its services in connection with servicing the Mortgage Loans.
 Moreover, late payment charges or other receipts not required to be
deposited in the Collection Account, including, without limitation, Foreclosure
Profits and, subject to Section 5.05, investment income on the Collection
Account and the Distribution Account shall be additional servicing compensation
and retained by the Servicer.  The Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder and shall
not be entitled to reimbursement therefor except as specifically provided
herein.

Section 3.09.  Annual Statement as to Compliance.

(a)

The Servicer will deliver to the Seller, the Trustee and the
Rating Agencies, on or before March 15 of each year, beginning with delivery on
March 15, 2005, an Officer’s Certificate stating that a review of the activities
of the Servicer during the preceding fiscal year and of its performance under
this Agreement has been made under such officer’s supervision and to the best of
such officer’s knowledge, based on such review, the Servicer has fulfilled all
its material obligations under this Agreement throughout such fiscal 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.  The Servicer shall promptly notify the Seller, the Trustee and
each Rating Agency upon any change in the basis on which its fiscal year is
determined.

(b)

The Servicer shall deliver to the Trustee and each of the Rating
Agencies, promptly after having obtained knowledge thereof, but in no event
later than five (5) Business Days thereafter, written notice by means of an
Officer’s Certificate of any event which, with the giving of notice or the lapse
of time or both, would become an Event of Default.

Section 3.10.  Annual Servicing Review.  Not
later than March 15 of each year, beginning with the letter due March 15, 2005,
the Servicer, at its expense, shall cause a firm of independent public
accountants which is a member of the American Institute of Certified Public
Accountants to furnish a letter or letters to the Seller, the Trustee and each
Rating Agency to the effect that such firm has, with respect to the Servicer’s
overall servicing operations, examined such operations in accordance with the
requirements of the Uniform Single Attestation Program for Mortgage Bankers, and
stating such firm’s conclusions relating thereto.  The Servicer shall
disclose to its certified public accountants all significant deficiencies
relating to the Servicer’s compliance with the minimum servicing standards in
accordance with the aforementioned review, and all such disclosed deficiencies,
if any, shall be included as part of the letter furnished pursuant to this
Section 3.10.

Section 3.11.  Access to Certain Documentation and
Information Regarding the Mortgage Loans.  The Servicer shall provide
to the Seller, the Trustee, the Custodian, Certificateholders and Certificate
Owners which are federally insured savings and loan associations, the Office of
Thrift Supervision, the FDIC and the supervisory agents and examiners of the
Office of Thrift Supervision access to the documentation in the Servicer’s
possession regarding the Mortgage Loans required by applicable regulations of
the Office of Thrift Supervision and the FDIC (acting as operator of the SAIF or
the BIF), such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices of the Servicer.
 Nothing in this Section 3.11 shall derogate from 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 3.11 as a result of such obligation shall not
constitute a breach of this Section 3.11.  The Servicer shall not be
required to make copies of or ship documents to any party unless provisions have
been made for the reimbursement of costs thereof; provided, however, that no
such reimbursement shall be required from either the Trustee or the
Custodian.

Section 3.12.  Maintenance of Certain Servicing Insurance
Policies.  The Servicer shall during the term of its service as
servicer maintain in force (i) a policy or policies of insurance covering errors
and omissions in the performance of its obligations as servicer hereunder and
(ii) a fidelity bond in respect of its officers, employees or agents.  Each
such policy or policies and bond shall, together, comply with the requirements
from time to time of Fannie Mae for persons performing servicing for mortgage
loans purchased by Fannie Mae.

Section 3.13.  Reports to the Securities and Exchange
Commission.  

(a)

The Trustee and the Servicer shall reasonably cooperate with the
Depositor in connection with the Trust’s satisfying the reporting requirements
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
Trustee shall prepare on behalf of the Trust any Forms 8-K and 10-K customary
for similar securities as required by the Exchange Act and the Rules and
Regulations promulgated thereunder.  The Trustee shall submit to the
Depositor for execution any Form 10-K.  Upon receipt of any such executed
Form 10-K from the Depositor, the Trustee shall cause to be filed (via the
Securities and Exchange Commission’s Electronic Data Gathering and Retrieval
System) any such Form 10-K on behalf of the Depositor.  The Trustee shall
execute and file any Form 8-K (via the Securities and Exchange Commission’s
Electronic Data Gathering and Retrieval System) on behalf of the Depositor and
the Depositor accordingly hereby grants to the Trustee a limited power of
attorney to execute and file any such Form 8-K 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.  Prior to January 30 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.
 Each of the Seller, the Depositor and the Servicer agrees to promptly
furnish to the Trustee, from time to time upon request, such further
information, reports, and financial statements within its control related to
this Agreement and the Mortgage Loans as the Trustee reasonably deems
appropriate to prepare and file all necessary reports with the Securities and
Exchange Commission.  The Trustee shall have no responsibility to file any
items or reports other than those specified in this Section 3.13.

(b)

Each Form 8-K (except for the initial Form 8-K in connection with
the filing of this Agreement, which shall be filed by the Depositor) 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 30th of each year commencing in 2005 (or such
earlier date as may be required by the Exchange Act and the Rules and
Regulations of the Securities and Exchange Commission), the Trustee shall file a
Form 10-K, in substance as required by applicable law or applicable Security and
Exchange Commission staff’s interpretations.  Such Form 10-K shall include
as exhibits the Servicer’s annual statement of compliance described under
Section 3.09 and the accountant’s report described under Section 3.10, 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 reasonably promptly after they are
delivered to the Trustee.  The Trustee shall have no liability with respect
to any failure to properly 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 the certification in the form set forth in Section 3.13(c)
below (the “Certification”), which shall be signed by the senior officer of the
Depositor in charge of securitization.

(c)

Unless the Securities and Exchange Commission (the “SEC”) issues
written guidance or otherwise informs the Seller, the Depositor, the Trustee or
the Servicer in writing that the approach set forth below is not permissible,
the parties agree that the Form 10-K shall include the following
certification:

Depositor




I,
________________, certify that 

1.

I
have reviewed this annual report on Form 10-K, and all reports on Form 8-K
containing distribution or servicing reports filed in respect of periods
included in the year covered by this annual report, of Renaissance Home Equity
Loan Trust 2004-1;

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 or servicing information required to be
provided to the trustee by the servicer under the pooling and servicing
agreement for inclusion in these reports is included in these reports; and

4.

Based
on my knowledge and upon the annual compliance statement included in the report
and required to be delivered  to the trustee in accordance with the terms
of the pooling and servicing agreement, and except as disclosed in the reports,
the servicer has fulfilled its obligations under the pooling and servicing
agreement; and

5.

The
reports disclose all significant deficiencies relating to the servicer’s
compliance with the minimum servicing standards based 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
procedure, as set forth in the pooling and servicing agreement that is included
in these reports.










Date:_________________________

______________________

Name:

Title:




Notwithstanding anything in this Agreement, the above
certifications may be changed from time to time by the Depositor without the
consent of any other parties to comply with any changes in applicable law.

(d)

The Trustee agrees to furnish to each of the Depositor and the
Servicer copies of each Form 8-K, including any executed reports, statements or
other information included in such filing, filed with the SEC as provided in (a)
above and a draft of the Form 10-K in the form proposed to the filed, including
any executed reports, statements or other information included in such filing,
and together with the foregoing Certification to be executed by the Depositor,
at least five Business Days prior to the proposed filing date.  In
addition, the Trustee shall sign a certification (in the form attached hereto as
Exhibit T) for the benefit of the Depositor and its officers, directors and
Affiliates regarding certain aspects of items 1, 2 and 5 of the Depositor’s
Certification set forth in (c) above (provided, however, that the Trustee shall
not undertake an analysis of the accountant’s report attached as an exhibit to
the Form 10-K).

(e)

The Servicer shall sign a certification (in the form attached
hereto as Exhibit U) for the benefit of the Depositor and its officers,
directors and Affiliates regarding certain aspects of items 2, 3 and 5 of the
Depositor’s Certification set forth in (c) above.  

(f)

The Seller, the Depositor, the Servicer and the Trustee agree to
use their good faith efforts to cooperate in complying with the requirements of
this section.

(g)

The Trustee covenants and agrees to indemnify the Depositor and
its officers, directors, employees and agents from, and hold it harmless
against, any and all losses, liabilities, damages, claims or expenses incurred
in connection with or relating to the inaccuracy of the Trustee’s certification
to the Depositor.  If the indemnification provided for herein is
unavailable or insufficient to hold harmless the Depositor, then the Trustee, in
connection with or relating to the inaccuracy of the Trustee’s certification to
the Depositor, agrees that it shall contribute to the amount paid or payable by
the Depositor as a result of the losses, liabilities, damages, claims or
expenses of the Depositor in such proportion as is appropriate to reflect the
relative fault and the relative benefit of the Trustee on the one hand and the
Depositor on the other.

(h)

The Servicer covenants and agrees to indemnify the Depositor and
its officers, directors, employees and agents from, and hold it harmless
against, any and all losses, liabilities, damages, claims or expenses incurred
in connection with or relating to the inaccuracy of the Servicer’s certification
to the Depositor.  If the indemnification provided for herein is
unavailable or insufficient to hold harmless the Depositor, then the Servicer,
in connection with or relating to the inaccuracy of the Servicer’s certification
to the Depositor, agrees that it shall contribute to the amount paid or payable
by the Depositor as a result of the losses, liabilities, damages, claims or
expenses of the Depositor in such proportion as is appropriate to reflect the
relative fault and the relative benefit of the Servicer on the one hand and the
Depositor on the other.

Section 3.14.  Reports of Foreclosures and Abandonments of
Mortgaged Properties, Returns Relating to Mortgage Interest Received from
Individuals and Returns Relating to Cancellation of Indebtedness.  The
Servicer shall make reports of foreclosures and abandonments of any Mortgaged
Property for each year beginning in 2003.  The Servicer shall file reports
relating to each instance occurring during the previous calendar year in which
the Servicer (i) on behalf of the Trust acquires an interest in any Mortgaged
Property through foreclosure or other comparable conversion in full or partial
satisfaction of a Mortgage Loan or (ii) knows or has reason to know that any
Mortgaged Property has been abandoned.  The reports from the Servicer shall
be in form and substance sufficient to meet the reporting requirements imposed
by Sections 6050J, 6050H and 6050P of the Code.

Section 3.15.  Advances by the Servicer.

(a)

Not later than 1:00 p.m. New York time on the Deposit Date related
to each Distribution Date, the Servicer shall remit to the Trustee for deposit
in the Distribution Account an amount to be distributed on the related
Distribution Date pursuant to Section 5.01, equal to the Monthly Payment due on
each Mortgage Loan during the related Due Period, but not received as of the
related Determination Date (net of the Servicing Fee) such amount being defined
herein as the “Monthly Advance”.  With respect to any Balloon Loan that is
delinquent on its maturity date, the Servicer will continue to make Monthly
Advances with respect to such Balloon Loan in an amount equal to one month’s
interest on the unpaid principal balance at the applicable Loan Rate (net of the
Servicing Fee) according to the original amortization schedule for such Mortgage
Loan.  The obligation to make Monthly Advances with respect to each
Mortgage Loan shall continue until such Mortgage Loan becomes a Liquidated
Mortgage Loan.

(b)

Notwithstanding anything herein to the contrary, (i) no Servicing
Advance or Monthly Advance shall be required to be made hereunder if the
Servicer determines that such Servicing Advance or Monthly Advance would, if
made, constitute a Nonrecoverable Advance and (ii) no Monthly Advance or
Servicing Advance shall be required with respect to Civil Relief Act Interest
Shortfalls.

(c)

All Monthly Advances and Servicing Advances, including any
Nonrecoverable Advances shall be reimbursed on a first in, first out basis.

(d)

So long as the Servicer is Ocwen Federal Bank FSB or otherwise has
long-term debt rated at least investment grade by one of the Rating Agencies,
Monthly Advances may be made by the Servicer either (i) from its own funds or
(ii) from the Collection Account, to the extent of funds held therein for future
distribution (in which case it will cause to be made an appropriate entry in the
records of the Collection Account that amounts held for future distribution have
been, as permitted by this Section 3.15, used by the Servicer in discharge of
any such Monthly Advance) or (iii) in the form of any combination of (i) and
(ii) aggregating the total amount of Monthly Advances to be made by the Servicer
with respect to the Mortgage Loans and REO Properties.  Any amounts held
for future distribution and so used shall be appropriately reflected in the
Servicer’s records and replaced by the Servicer by deposit in the Collection
Account on or before the next Deposit Date.

Section 3.16.  Optional Purchase of Defaulted Mortgage
Loans.  The Servicer, in its sole discretion, shall have the right to
elect (by written notice sent to the Trustee) to purchase for its own account
from the Trust any Mortgage Loan which is ninety (90) days or more delinquent in
the manner and at the price specified in Section 2.02.  The Purchase Price
for any Mortgage Loan purchased hereunder shall be deposited in the Collection
Account and the Trustee, upon receipt of such deposit, shall release or cause to
be released to the purchaser of such Mortgage Loan the related Mortgage File and
shall execute and deliver such instruments of transfer or assignment prepared by
the purchaser of such Mortgage Loan, in each case without recourse, as shall be
necessary to vest in the purchaser of such Mortgage Loan any Mortgage Loan
released pursuant hereto and the purchaser of such Mortgage Loan shall succeed
to all the Trustee’s right, title and interest in and to such Mortgage Loan and
all security and documents related thereto.  Such assignment shall be an
assignment outright and not for security.  The purchaser of such Mortgage
Loan shall thereupon own such Mortgage Loan, and all security and documents,
free of any further obligation to the Trustee or the Certificateholders with
respect thereto.

Section 3.17.  Superior Liens.  The Servicer
shall file (or cause to be filed) a request for notice of any action by a
superior lienholder under a First Lien for the protection of the Trustee’s
interest, where permitted by local law and whenever applicable state law does
not require that a junior lienholder be named as a party defendant in
foreclosure proceedings in order to foreclose such junior lienholder’s equity of
redemption.

If the Servicer is notified that any superior lienholder has
accelerated or intends to accelerate the obligations secured by the First Lien,
or has declared or intends to declare a default under the mortgage or the
promissory note secured thereby, or has filed or intends to file an election to
have the Mortgaged Property sold or foreclosed, the Servicer shall take, on
behalf of the Trust, whatever actions are necessary to protect the interests of
the Certificateholders and/or to preserve the security of the related Mortgage
Loan, subject to the application of the REMIC Provisions in accordance with the
terms of this Agreement.  The Servicer shall promptly notify the Trustee of
any such action or circumstances.  The Servicer shall advance the necessary
funds to cure the default or reinstate the superior lien, if such advance is in
the best interests of the Certificateholders in accordance with the servicing
standards in Section 3.01.  The Servicer shall not make such an advance
except to the extent that it determines in its reasonable good faith judgment
that the advance would be recoverable from Liquidation Proceeds on the related
Mortgage Loan and in no event in an amount that is greater than the Principal
Balance of the related Mortgage Loan.  The Servicer shall thereafter take
such action as is necessary to recover the amount so advanced.

Section 3.18.  Assumption Agreements.  When a
Mortgaged Property has been or is about to be conveyed by the Mortgagor, the
Servicer shall, to the extent it has knowledge of such conveyance or prospective
conveyance, exercise its right to accelerate the maturity of the related
Mortgage Loan under any “due-on-sale” clause contained in the related Mortgage
or Mortgage Note; provided, however, that the Servicer shall not
exercise any such right if the “due-on-sale” clause, in the reasonable belief of
the Servicer, is not enforceable under applicable law.  In such event, the
Servicer shall enter into an assumption and modification agreement with the
person to whom such property has been or is about to be conveyed, pursuant to
which such person shall become liable under the Mortgage Note and, unless
prohibited by applicable law, the Mortgagor shall remain liable thereon.
 The Servicer, in accordance with accepted mortgage loan servicing
standards for mortgage loans similar to the Mortgage Loans, is also authorized
to enter into a substitution of liability whereby such person is substituted as
mortgagor and becomes liable under the Mortgage Note.  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 original shall be added by the Trustee 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.  In connection with any assumption or substitution agreement
entered into pursuant to this Section 3.18, the Servicer shall not change the
Loan Rate or the Monthly Payment, defer or forgive the payment of principal or
interest, reduce the outstanding principal amount or extend the final maturity
date on such Mortgage Loan.

Notwithstanding the foregoing paragraph or any other provision of
this Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or any assumption which the Servicer may be
restricted by law from preventing, for any reason whatsoever.

Section 3.19.  Payment of Taxes, Insurance and Other
Charges.  With respect to each Mortgage Loan, the Servicer shall
maintain accurate records reflecting fire and hazard insurance coverage.

With respect to each Mortgage Loan as to which the Servicer
maintains escrow accounts, the Servicer shall maintain accurate records
reflecting the status of ground rents, taxes, assessments, water rates and other
charges which are or may become a lien upon the Mortgaged Property and the
status of primary mortgage guaranty insurance premiums, if any, and fire and
hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment
thereof prior to the applicable penalty or termination date and at a time
appropriate for securing maximum discounts allowable, employing for such purpose
deposits of the Mortgagor in any escrow account which shall have been estimated
and accumulated by the Servicer in amounts sufficient for such purposes, as
allowed under the terms of the Mortgage.  To the extent that a Mortgage
does not provide for escrow payments, the Servicer shall, if it has received
notice of a default or deficiency, monitor such payments to determine if they
are made by the Mortgagor.  The Servicer shall maintain a third-party
(which may be an Affiliate of the Servicer) tax monitoring service.

Section 3.20.  Advance Facility.

(a)

The Servicer is hereby authorized to enter in to a financing or
other facility (any such arrangement, an “Advance Facility”) under which (1) the
Servicer assigns or pledges to another Person (an “Advancing Person”) the
Servicer’s rights under this Agreement to be reimbursed for any Monthly Advances
or Servicing Advances and/or (2) an Advancing Person agrees to fund some or all
Monthly Advances and/or Servicing Advances required to be made by the Servicer
pursuant to this Agreement.  No consent of the Trustee, Certificateholders
or any other party is required before the Servicer may enter into an Advance
Facility; provided, however, that the consent of the
Trustee shall be required before the Servicer may cause to be outstanding at one
time more than one Advance Facility with respect to Monthly 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 Monthly Advances and/or Servicing Advances on
the Servicer’s behalf, the Servicer shall remain obligated pursuant to this
Agreement to make Monthly Advances and Servicing Advances pursuant to and as
required by this Agreement.  If the Servicer enters into an Advance
Facility, and for so long as an Advancing Person remains entitled to receive
reimbursement for any Monthly Advances including Nonrecoverable Advances related
thereto (“Monthly Advance Reimbursement Amounts”) and/or Servicing Advances
including Nonrecoverable Advances related thereto (“Servicing Advance
Reimbursement Amounts” and together with Monthly Advance Reimbursement Amounts,
“Servicer Reimbursement Amounts”) (in each case to the extent that such type of
Servicer Reimbursement Amount is included in the Advance Facility, then the
Servicer shall identify such Servicer Reimbursement Amounts as received,
consistently with the reimbursement rights set forth in this Agreement, and
shall remit such Servicer Reimbursement Amounts in accordance with the
documentation establishing the Advance Facility to such Advancing Person or to a
trustee, agent or custodian (each, an “Advance Facility Trustee”) designated by
such Advancing Person.  Notwithstanding the foregoing, if so required
pursuant to the terms of the Advance Facility, the Servicer may direct the
Trustee to, and if so directed the Trustee is hereby authorized to and shall,
pay to the Advancing Person or the Advance Facility Trustee the Servicer
Reimbursement Amounts identified pursuant to the preceding sentence.
 Notwithstanding anything to the contrary herein, in no event shall Monthly
Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts be
included in “Available Funds” or distributed to Certificateholders.  If the
Servicer makes a remittance to the Trustee of Servicer Reimbursement Amounts
under Section 3.03(i) as described above, the Servicer shall report to the
Trustee the portions of such remittance that consist of Available Funds, Monthly
Advance Reimbursement Amounts and Servicing Advance Reimbursement Amounts,
respectively.

(b)

If the Servicer enters into an Advance Facility and elects to
remit Servicer Reimbursement Amounts to the Trustee, the Servicer 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 Monthly Advance Reimbursement
Amounts and/or Servicing Advance Reimbursement Amounts (each to the extent such
type of Servicer Reimbursement Amount is included within the Advance Facility)
on subsequent Distribution Dates.  The payment instruction shall require
the applicable Servicer Reimbursement Amounts to be distributed to the Advancing
Person or to an Advance Facility Trustee designated in the Advance Facility
Notice.  An Advance Facility Notice may only be terminated by the joint
written direction of the Servicer and the related Advancing Person (and any
related Advance Facility Trustee); provided, however, that the
provisions of this Section 3.20 shall cease to be applicable when all Monthly
Advances and Servicing Advances funded by an Advancing Person, and when all
Monthly 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)

Servicer Reimbursement Amounts shall consist solely of amounts in
respect of Monthly Advances and/or Servicing Advances made with respect to the
Mortgage Loans for which the Servicer would be permitted to reimburse itself in
accordance with Section 3.03(ii) or Section 3.03(vi) hereof, assuming the
Servicer had made the related Monthly 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 3.15.  The
Trustee shall not have any duty or liability with respect to the calculation of
any Servicer Reimbursement Amount and, if the Servicer has elected to remit
Servicer Reimbursement Amounts to the Trustee, shall be entitled to rely without
independent investigation on the Advance Facility Notice and on the Servicer’s
report of the amount of Monthly Advance Reimbursement Amounts and Servicing
Advance Reimbursement Amounts that were included in the remittance from the
Servicer to the Trustee pursuant to Section 3.03(i).  The Servicer 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 the predecessor Servicer,
and the Successor Servicer shall not be liable for any errors in such
information.  Neither the Depositor nor the Trustee shall, as a result of
the existence of any Advance Facility, have any additional duty or liability
with respect to the calculation or payment of any Servicer Reimbursement Amount,
and neither the Depositor nor the Trustee shall, as a result of the existence of
any Advance Facility, have any additional responsibility to track or monitor the
administration of such Advance Facility or the payment of Servicer Reimbursement
Amounts to an Advancing Person.

(d)

An Advancing Person who receives an assignment or pledge of the
rights to be reimbursed for Monthly Advances and/or Servicing Advances, and/or
whose obligations hereunder are limited to the funding of Monthly Advances
and/or Servicing Advances shall not be required to meet the criteria for
qualification of a Sub-Servicer set forth in Section 3.01 hereof.

(e)

Servicer Reimbursement Amounts distributed with respect to each
Mortgage Loan shall be allocated to outstanding unreimbursed Monthly Advances or
Servicing Advances (as the case may be) made with respect to that Mortgage Loan
on a “first-in, first-out” (FIFO) basis.  The Servicer shall provide to the
related Advancing Person or Advance Facility Trustee loan-by-loan information
with respect to each Servicer 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 Servicer Reimbursement Amount with respect to each Mortgage
Loan.  The Servicer shall remain entitled to be reimbursed by the Advancing
Person or Advance Facility Trustee for all Monthly Advances and Servicing
Advances funded by the Servicer to the extent the related rights to be
reimbursed therefor have not been assigned or pledged to an Advancing
Person.

(f)

The Servicer who enters into an Advance Facility shall indemnify
the Trustee, the Trust and any successor 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 Trustee or the Successor Servicer, or failure by
the Successor Servicer or the Trustee to remit funds as required by this
Agreement or the commission of an act or omission to act by the Successor
Servicer or the Trustee, and the passage of any applicable cure or grace period,
such that an Event of Default under this Agreement occurs or such entity is
subject to termination for cause under this Agreement. 

(g)

Any amendment to this Section 3.20 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 3.20, including
amendments to add provisions relating to a Successor Servicer, may be entered
into by the Trustee, the Seller, the Depositor and the Servicer without the
consent of any Certificateholder, provided that such Amendment complies with
Section 11.01 hereof.  All reasonable costs and expenses (including
attorneys’ fees) of each party hereto of any such amendment shall be borne
solely by the Servicer.  The parties hereto hereby acknowledge and agree
that:  (i) the Monthly Advances and/or Servicing Advances financed by
and/or pledged to an Advancing Person under any Advance Facility are obligations
owed to the Servicer payable only from the cash flows and proceeds received
under this Agreement for reimbursement of Monthly Advances and/or Servicing
Advances only to the extent provided herein, and the Trustee and the Trust are
not, as a result of the existence of any Advance Facility, obligated or liable
to repay any Monthly Advances and/or Servicing Advances financed by the
Advancing Person; (ii) the Servicer will be responsible for remitting to the
Advancing Person the applicable amounts collected by it as reimbursement for
Monthly Advances and/or Servicing Advances funded by the Advancing Person,
subject to the provisions of this Agreement and (iii) the Trustee shall not have
any responsibility to track or monitor the administration of the financing
arrangement between the Servicer and any Advancing Person.

Section 3.21.  Covenants of the Servicer and
Representations of the Seller Regarding Prepayment Charges.  (a)
 The Servicer will not waive any Prepayment Charge or part of a Prepayment
Charge unless (i) such waiver would maximize recovery of total proceeds taking
into account the value of such Prepayment Charge and related Mortgage Loan and
doing so is standard and customary in servicing similar Mortgage Loans
(including any waiver of a Prepayment Charge in connection with a refinancing of
a Mortgage Loan that is related to a default or a reasonably foreseeable
default) and in no event will it waive a Prepayment Charge in connection with a
refinancing of a Mortgage Loan that is not related to a default or a reasonably
foreseeable default, or (ii) the collection of the Prepayment Charge would be in
violation of applicable laws or regulations.

(b)

The Seller hereby represents that the information set forth in the
Prepayment Charge Schedule (including the prepayment charge summary attached
thereto) is complete, true and correct in all material respects at the date or
dates respecting which such information is furnished and each Prepayment Charge
is permissible and enforceable in accordance with its terms (except to the
extent that the enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors’ rights
generally) under applicable state law.

(c)

Upon discovery by the Servicer, the Seller, the Depositor or a
Responsible Officer of the Trustee of a breach of the foregoing, which
materially and adversely affects the Holders of the Class P Certificates, the
party discovering such breach shall give prompt written notice to the other
parties.  Within 60 days of the earlier of discovery by the Servicer, the
Depositor or the Seller, as applicable, or receipt of notice by the Servicer,
the Depositor or the Seller, as applicable, of such breach, the Servicer (with
respect to clause (a) above) or the Seller (on behalf of itself and the
Depositor) (with respect to clause (b) above), as applicable, shall cure such
breach in all material respects.  If the covenant made by the Servicer in
clause (a) above is breached the Servicer must pay into the Collection Account
the amount of the waived Prepayment Charge (less any amount previously collected
and paid by the Servicer into the Collection Account; provided, however, that
the Servicer shall not have an 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 Prepayment Charge Schedule in effect
at such time).  If the representation made by the Seller in clause (b)
above is breached, the Seller must pay to the Servicer for deposit into the
Collection Account the amount of the scheduled Prepayment Charge, less any
amount previously collected and paid by the Servicer into the Collection
Account.

ARTICLE IV




Pre-Funding Account and First Payment Loan Account

Section 4.01.  [Reserved.]

Section 4.02.  Pre-Funding Account.

(a)

The Trustee has heretofore established or caused to be established
and shall hereafter maintain or cause to be maintained a separate account
denominated the Pre-Funding Account, which is and shall continue to be an
Eligible Account in the name of the Trustee and shall be designated “Wells Fargo
Bank, National Association, as Trustee of the Renaissance HEL Trust 2004-1
Pre-Funding Account.”  The Pre-Funding Account shall be treated as an
“outside reserve fund” under applicable Treasury regulations and will not be
part of any REMIC.  Any Pre-Funding Earnings will be distributed to the
Seller on each Pre-Funding Distribution Date; provided, however, that if the
final Subsequent Transfer Date occurs after the Distribution Date in a month, on
such Subsequent Transfer Date, the Trustee shall (i) transfer the Excess Funding
Amount from the Pre-Funding Account to the Distribution Account, (ii) transfer
the Pre-Funding Earnings to the Seller and (iii) close the Pre-Funding Account.
 The amount on deposit in the Pre-Funding Account shall be invested in
Eligible Investments at the direction of the Seller in accordance with the
provisions of Section 5.05.  All investment earnings on funds on deposit in
the Pre-Funding Account will be treated as owned by, and will be taxable to, the
Seller.

(b)

On the Closing Date, the Seller will cause to be deposited the
Original Pre-Funded Amount in the Pre-Funding Account from the sale of the
Offered Certificates.

(c)

[Reserved].

(d)

On each Subsequent Transfer Date, (i) the Seller shall instruct
the Trustee to withdraw from the Pre-Funding Account an amount equal to 100% of
the aggregate Principal Balances of the Subsequent Mortgage Loans sold to the
Trust on such Subsequent Transfer Date and (ii) the Trustee shall pay such
amounts to or upon the order of the Seller with respect to such transfer.

(e)

If at the end of the Funding Period amounts still remain in the
Pre-Funding Account, the Seller shall instruct the Trustee to withdraw such
amounts from the Pre-Funding Account on the immediately following Distribution
Date and deposit such amounts in the Distribution Account.

(f)

Unless sooner closed as provided above, the Pre-Funding Account
shall be closed at the close of business on the Distribution Date immediately
following the end of the Funding Period.

Section 4.03.  [Reserved.]

Section 4.04.  First Payment Loan Account.

(a)

The Trustee has heretofore established or caused to be established
and shall hereafter maintain or cause to be maintained a separate account
denominated the First Payment Loan Account, which is and shall continue to be an
Eligible Account in the name of the Trustee and shall be designated “Wells Fargo
Bank, National Association, as Trustee of the Renaissance HEL Trust 2004-1 First
Payment Loan Account”.  The First Payment Loan Account shall be treated as
an “outside reserve fund” under applicable Treasury regulations and will not be
part of any REMIC.  Any investment earnings on the First Payment Loan
Account will be treated as owned by the Seller and will be taxable to the
Seller.  The amount on deposit in the First Payment Loan Account shall be
invested in Eligible Investments in accordance with the provisions of Section
5.05.

(b)

On the Closing Date, the Seller will cause to be deposited the
Original First Payment Loan Deposit into the First Payment Loan Account from the
sale of the Offered Certificates.

(c)

On the May 2004 Distribution Date, the Trustee shall transfer from
the First Payment Loan Account to the Distribution Account the amount of
interest at the related Loan Rate minus the applicable Servicing Fee Rate for
each First Payment Loan that would have otherwise been received with respect to
such Mortgage Loan if the related Obligor had been required to make a scheduled
payment during the related Due Period (the “First Payment Loan Shortfall”).

(d)

On the Business Day immediately following the end of the Funding
Period, the Trustee shall (i) calculate the amount of the First Payment Loan
Shortfall, in respect of the Subsequent Mortgage Loans, for the following
Distribution Date, (ii) withdraw from the First Payment Loan Account all amounts
in excess of such First Payment Loan Shortfall, and (iii) pay such amounts to or
upon the order of the Seller.

(e)

The Trustee shall close the First Payment Loan Account at the
close of business on the May 2004 Distribution Date.  All amounts, if any,
remaining on deposit in the First Payment Loan Account (after transfer of the
related First Payment Loan Shortfall to the Distribution Account) on such day
shall be paid to the Seller.

ARTICLE V




Payments and Statements to

Certificateholders; Rights of Certificateholders

Section 5.01.  Distributions.

(a)

On each Distribution Date, the Trustee shall withdraw (i) from the
Distribution Account, Available Funds for such Distribution Date and (ii) from
the Net Rate Cap Fund, funds on deposit therein, and apply such amounts in the
following order of priority, in each case, to the extent of the funds remaining
therefor (and shall make corresponding allocations with respect to each
REMIC):

(1)

To the Trustee, the Trustee Fee for such Distribution Date;

(2)

Concurrently, to the Class AV and Class A-IO Certificates, the
related Class Interest Distribution for such Distribution Date, pro rata based
on their respective entitlements;

(3)

Sequentially, first to the Class M-1 Certificates, second, to the
Class M-2 Certificates, third to the Class M-3 Certificates, fourth to the Class
M-4 Certificates, fifth to the Class M-5 Certificates and sixth to the Class M-6
Certificates the related Class Monthly Interest Amounts for such Distribution
Date;

(4)

Concurrently, to the Class AV Certificates, pro rata based on
Class Principal Balance, the Senior Principal Distribution Amount for such
Distribution Date, excluding any Subordination Increase Amount included therein;
provided, however, that the portion otherwise allocable to the
Class AV-3 Certificates will be distributed to the Class AV-2 Certificates,
until the Class Principal Balance of the Class AV-2 Certificates has been
reduced to zero.

(5)

To the Class M-1 Certificates, the Class M-1 Principal
Distribution Amount for such Distribution Date, excluding any Subordination
Increase Amount included therein;

(6)

To the Class M-2 Certificates, the Class M-2 Principal
Distribution Amount for such Distribution Date, excluding any Subordination
Increase Amount included therein;

(7)

To the Class M-3 Certificates, the Class M-3 Principal
Distribution Amount for such Distribution Date, excluding any Subordination
Increase Amount included therein;

(8)

To the Class M-4 Certificates, the Class M-4 Principal
Distribution Amount for such Distribution Date, excluding any Subordination
Increase Amount included therein;

(9)

To the Class M-5 Certificates, the Class M-5 Principal
Distribution Amount for such Distribution Date, excluding any Subordination
Increase Amount included therein;

(10)

To the Class M-6 Certificates, the Class M-6 Principal
Distribution Amount for such Distribution Date, excluding any Subordination
Increase Amount included therein;

(11)

To the Class AV, Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5 and Class M-6 Certificates, the Subordination Increase Amount for such
Distribution Date applied in the same order as other principal distributions on
that Distribution Date;

(12)

To the Class M-1 Certificates, (a) any related Class Interest
Carryover Shortfall and then (b) any related Class Principal Carryover
Shortfall;

(13)

To the Class M-2 Certificates, (a) any related Class Interest
Carryover Shortfall and then (b) any related Class Principal Carryover
Shortfall;

(14)

To the Class M-3 Certificates, (a) any related Class Interest
Carryover Shortfall and then (b) any related Class Principal Carryover
Shortfall;

(15)

To the Class M-4 Certificates, (a) any related Class Interest
Carryover Shortfall and then (b) any related Class Principal Carryover
Shortfall;

(16)

To the Class M-5 Certificates, (a) any related Class Interest
Carryover Shortfall and then (b) any related Class Principal Carryover
Shortfall;

(17)

To the Class M-6 Certificates, (a) any related Class Interest
Carryover Shortfall and then (b) any related Class Principal Carryover
Shortfall;

(18)

To the Class BIO Certificates for concurrent deposit in the Net
Rate Cap Fund, the Net Rate Cap Fund Deposit;

(19)

To the Offered Certificates (other than the Class A-IO
Certificates) in the order and priority described in Section 5.08(c), the
related Net Rate Cap Carryover, to be treated as paid from and to the extent of
funds on deposit in the Net Rate Cap Fund (including amounts under the Interest
Rate Cap Agreement);

(20)

To the Class BIO Certificates, the Class BIO Distribution Amount,
less amounts distributed pursuant to Section 5.01(a)(18) on such Distribution
Date; and

(21)

To
the Class R-1 Certificateholders, Class R-2 Certificateholders, Class  R-3
Certificateholders, Class R-4 Certificateholders and Class R-5
Certificateholders, the remainder in REMIC I, REMIC II, REMIC III, REMIC IV and
REMIC V, respectively.

Notwithstanding the priority set forth in clause (4) above, if the
aggregate Class Principal Balance of the Subordinate Certificates has been
reduced to zero, the Senior Principal Distribution Amount will be distributed
concurrently to each Class of Class AV Certificates then outstanding on a pro
rata basis in accordance with their respective Class Principal Balances.

(b)

On each Distribution Date, the Class Interest Distribution for
each Class of Senior Certificates will be distributed on an equal priority and
any shortfall in the amount required to be distributed as interest will be
allocated with respect to the Senior Certificates, between the related Classes
of Certificates, pro rata based on the amount that would have been distributed
to each Class in the absence of such shortfall.

(c)

On each Distribution Date, the Trustee shall make distributions to
the Holders of the Class P Certificates of all Prepayment Charges on deposit in
the Distribution Account with respect to the Mortgage Loans during the related
Prepayment Period.  Such Prepayment Charges will not be available for
distributions to the Holders of the other Classes of Certificates.

(d)

The Trustee shall make distributions in respect of a Distribution
Date to each Certificateholder of record on the related Record Date (other than
as provided in Section 10.01 respecting the final distribution), in the case of
Holders of Offered Certificates, by check or money order mailed to such
Certificateholder at the address appearing in the Certificate Register, or, upon
written request by a Holder of an Offered Certificate delivered to the Trustee
at least five Business Days prior to the related Distribution Date, by wire
transfer or otherwise, and, in the case of Holders of Class P Certificates,
Class BIO Certificates or Residual Certificates, by wire transfer, if
appropriate wiring instructions have been received by the Trustee at least five
(5) Business Days prior to the related Distribution Date, or, if not, by check
or money order to such Certificateholder at the address appearing in the
Certificate Register.  Distributions among Certificateholders of a Class
shall be made in proportion to the Percentage Interests evidenced by the
Certificates of such Class held by such Certificateholders.

(e)

Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, which shall credit the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures.  Each Depository Participant shall be responsible for
disbursing such distribution to the Certificate Owners that it represents and to
each indirect participating brokerage firm (a “brokerage firm” or “indirect
participating firm”) for which it acts as agent.  Each brokerage firm shall
be responsible for disbursing funds to the Certificate Owners that it
represents.  All such credits and disbursements with respect to a
Book-Entry Certificate are to be made by the Depository and the Depository
Participants in accordance with the provisions of the Certificates.  None
of the Trustee, the Paying Agent, the Certificate Registrar, the Depositor, the
Servicer or the Seller shall have any responsibility therefor except as
otherwise provided by applicable law.

Section 5.02.  Compensating Interest.  Not later
than the Determination Date, the Servicer shall deposit to the Collection
Account an amount equal to the lesser of (A) the aggregate of the Prepayment
Interest Shortfalls for the related Distribution Date resulting from Principal
Prepayments during the related Prepayment Period and (B) an amount equal to the
product of (i) 1/12, (ii) the applicable Servicing Fee Rate (but not to exceed
0.50%) and (iii) the Pool Balance as of the first day of the related Due Period.
 The Servicer shall not have the right to reimbursement for any amounts
deposited to the Collection Account pursuant to this Section 5.02.

Section 5.03.  Statements.

(a)

Not later than 1:00 p.m., New York time, on the fifth Business Day
prior to each Distribution Date, the Servicer shall deliver to the Trustee by
electronic means a computer file containing the loan level information necessary
to permit the Trustee to calculate the information required by clauses (i)
through (xxvi) below as of the end of the preceding Prepayment Period or Due
Period, as applicable, and such other information as the Trustee shall
reasonably require, and the Seller hereby agrees to provide the Trustee and the
Servicer with an amended Prepayment Charge Schedule, if required, at such time.
 Not later than each Distribution Date the Trustee shall prepare a
statement (the “Remittance Report”) containing the information set forth below
with respect to such Distribution Date, which information shall be based solely
upon the loan level information furnished by the Servicer upon which the Trustee
shall conclusively rely without independent verification thereof:

(i)

Available Funds and the Certificate Rate for each Class for the
related Distribution Date;

(ii)

the aggregate amount of the distribution to each Class of
Certificates on such Distribution Date;

(iii)

the amount of the distribution set forth in paragraph (i) above in
respect of interest and the amount thereof in respect of any Class Interest
Carryover Shortfall, and the amount of any Class Interest Carryover Shortfall
remaining;

(iv)

the amount of the distribution set forth in paragraph (i) above in
respect of principal and the amount thereof in respect of the Class Principal
Carryover Shortfall, and any remaining Class Principal Carryover Shortfall;

(v)

the amount of Excess Interest paid as principal;

(vi)

the Servicing Fee and the Trustee Fee (including the separate
amounts payable to each of the Trustee and its Custodian);

(vii)

the Pool Balance as of the close of business on the last day of
the preceding Due Period;

(viii)

the Class Principal Balance of each Class of Certificates after
giving effect to payments allocated to principal above;

(ix)

the Overcollateralization Amount and the Required
Overcollateralization Amount as of the close of business on the Distribution
Date, after giving effect to distributions of principal on such Distribution
Date;

(x)

whether a Cumulative Loss Event or a Delinquency Event has
occurred and is continuing and the calculation thereof;

(xi)

the aggregate amount of Principal Prepayments received during the
related Prepayment Period;

(xii)

the amount of all Curtailments that were received during the Due
Period;

(xiii)

the principal portion of all Monthly Payments received during the
Due Period;

(xiv)

the interest portion of all Monthly Payments received on the
Mortgage Loans during the Due Period;

(xv)

the amount of the Monthly Advances and the Compensating Interest
payment to be made on the Determination Date;

(xvi)

the amount to be distributed to the Class P Certificates, Class
BIO and Class R Certificateholders, respectively for the Distribution Date;

(xvii)

the weighted average remaining term to maturity of the Mortgage
Loans and the weighted average Loan Rate as of the first day of the related Due
Period;

(xviii)

the amount of all payments or reimbursements to the Servicer
pursuant to Sections 3.03(ii) and (vi) (as reported by the Servicer);

(xix)

the number of Mortgage Loans outstanding at the beginning and at
the end of the related Due Period;

(xx)

the amount of Liquidation Loan Losses experienced during the
preceding Due Period and the Cumulative Net Losses as a percentage of the
Cut-Off Date Pool Balance;

(xxi)

as of the end of the preceding calendar month, the number and
Principal Balance of Mortgage Loans which are 30-59 days delinquent; the number
and Principal Balance of Mortgage Loans which are 60-89 days delinquent; the
number and Principal Balance of Mortgage Loans which are 90 or more days
delinquent (including the number and Principal Balance of Mortgage Loans which
are in foreclosure; the number and Principal Balance of Mortgage Loans in
bankruptcy; and the number and Principal Balance of Mortgage Loans which are REO
Property, each separately set forth);

(xxii)

for the Distribution Date in April 2004 and May 2004, the amount,
if any, on deposit in the First Payment Loan Account;

(xxiii)

the number and aggregate Principal Balance of Mortgage Loans,
other than Mortgage Loans in default or imminent default, that were modified by
the Servicer during the related Due Period (as reported by the Servicer);

(xxiv)

the amount of Net Rate Cap Carryover distributed to each Class of
Offered Certificates (other than the Class A-IO Certificates), stating
separately any amounts received from the cap provider with respect to the
Interest Rate Cap Agreements, and the amount of Net Rate Cap Carryover remaining
for each such Class;

(xxv)

the amount on deposit in the Net Rate Cap Fund, and the amounts of
each deposit and withdrawal from such Account; and

(xxvi)

for each Pre-Funding Distribution Date, the remaining amount in
the Pre-Funding Account.

The Trustee shall make available such report to the Servicer, the
Seller, the Certificateholders, the Rating Agencies, Bloomberg (at 499 Park
Avenue, New York, New York 10022, Attention: Mike Geller) and Intex Solutions
(at 35 Highland Circle, Needham, Massachusetts 02144, Attention: Harold
Brennman) on the Distribution Date.  The Trustee may fully rely upon and
shall have no liability with respect to information provided by the
Servicer.

In the case of information furnished pursuant to subclauses (ii),
(iii), (iv) and (vi) above, the amounts shall be expressed in a separate section
of the report as a dollar amount for each Class for each $1 original dollar
amount as of the related Cut-Off Date.

The Trustee will make the Remittance Report (and, at its option,
any additional files containing the same information in an alternative format)
available each month to Certificateholders and the parties to this Agreement via
the Trustee’s internet website.  The Trustee’s internet website shall
initially be located at “www.ctslink.com”.  Assistance in using the website
can be obtained by calling the Trustee’s customer service desk at (301)
815-6600.  Parties that are unable to use the above distribution options
are entitled to have a paper copy mailed to them via first class mail by calling
the customer service desk and indicating such.  The Trustee shall have the
right to change the way Remittance Reports are distributed in order to make such
distribution more convenient and/or more accessible to the above parties and the
Trustee shall provide timely and adequate notification to all above parties
regarding any such changes.  As a condition to access the Trustee’s
internet website, the Trustee may require registration and the acceptance of a
disclaimer.  The Trustee will not be liable for the dissemination of
information in accordance with this Agreement.  The Trustee shall also be
entitled to rely on but shall not be responsible for the content or accuracy of
any information provided by third parties for purposes of preparing the
Remittance Report and may affix thereto any disclaimer it deems appropriate in
its reasonable discretion (without suggesting liability on the part of any other
party hereto).

(b)

Within a reasonable period of time after the end of each calendar
year, the Trustee shall furnish to each Person who at any time during the
calendar year was a Holder of a Regular Certificate, if requested in writing by
such Person, such information as is reasonably necessary to provide to such
Person a statement containing the information set forth in subclauses (iii) and
(iv) above, 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 prepared and furnished by the Trustee to
Certificateholders pursuant to any requirements of the Code as are in force from
time to time.

(c)

On each Distribution Date, the Trustee shall make available to the
Class R Certificateholders in the same manner as the Remittance Report is made
available to all Certificateholders a copy of the reports forwarded to the
Holders of the Regular Certificates in respect of such Distribution Date and a
statement setting forth the amounts actually distributed to the Class R
Certificateholders on such Distribution Date together with such other
information as the Trustee deems necessary or appropriate.

(d)

Within a reasonable period of time after the end of each calendar
year, the Trustee shall deliver to each Person who at any time during the
calendar year was a Class R Certificateholder, if requested in writing by such
Person, such information as is reasonably necessary to provide to such Person a
statement containing the information provided pursuant to the previous paragraph
aggregated for such calendar year or applicable portion thereof during which
such Person was a Class R Certificateholder.  Such obligation of the
Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared by the Tax Matters Persons and
furnished to Certificateholders by the Trustee or Tax Matters Person pursuant to
any requirements of the Code as from time to time in force.

(e)

The Servicer and the Trustee shall furnish to the Depositor, the
Seller and each Certificateholder (if requested in writing), during the term of
this Agreement, such periodic, special or other reports or information, whether
or not provided for herein, as shall be necessary, reasonable or appropriate
with respect to the Certificateholder or otherwise with respect to the purposes
of this Agreement, all such reports or information to be provided by and in
accordance with such applicable instructions and directions (if requested in
writing) as the Certificateholder may reasonably require; provided that
the Servicer and the Trustee shall be entitled to be reimbursed by such
Certificateholder for their respective fees and actual expenses associated with
providing such reports, if such reports are not generally produced in the
ordinary course of their respective businesses or readily obtainable.

(f)

Reports and computer diskettes or files furnished by the Servicer
pursuant to this Agreement shall be deemed confidential and of a proprietary
nature, and shall not be copied or distributed except to the extent required by
law or to the Rating Agencies.  No Person entitled to receive copies of
such reports or diskettes or files or lists of Certificateholders shall use the
information therein for the purpose of soliciting the customers of the Seller or
for any other purpose except as set forth in this Agreement.

Section 5.04.  Distribution Account.  The Trustee
shall establish with itself, a separate account (the “Distribution Account”)
titled “Wells Fargo Bank, National Association, as Trustee, in trust for the
registered holders of Renaissance HEL Trust 2004-1 Asset Backed-Certificates,
Series 2004-1.”  The Distribution Account shall be an Eligible Account.
 The Trustee shall deposit any amounts representing payments on and any
collections in respect of the Mortgage Loans received by it immediately
following receipt thereof, including, without limitation, all amounts withdrawn
by the Servicer from the Collection Account pursuant to Section 3.03 for deposit
to the Distribution Account.  Amounts on deposit in the Distribution
Account may be invested in Eligible Investments pursuant to Section 5.05.

Section 5.05.  Investment of Accounts.

(a)

Consistent with any requirements of the Code, all or a portion of
any Account held by the Trustee shall be invested and reinvested by the Trustee,
as directed in writing by the Servicer (in the case of the Distribution
Account), but only for the period from the date of deposit of funds therein to
the Deposit Date after which time frame the Trustee may direct any investments
in the Distribution Account, or the Servicer (with respect to the Collection
Account) or the Seller (in the case of any other Account) (the applicable
Person, the “Directing Party”), in one or more Eligible Investments bearing
interest or sold at a discount.  If the applicable Directing Party does not
provide investment directions, or if the Directing Party is the Servicer and an
Event of Default shall have occurred and be continuing, the Trustee shall invest
all Accounts in Eligible Investments described in paragraph (vi) of the
definition of Eligible Investments.  No such investment in any Account
shall mature later than the Business Day immediately preceding the next
Distribution Date (except that for any such Account other than the Distribution
Account (i) if such Eligible Investment is an obligation of the Trustee or a
money market fund for which the Trustee or any Affiliate is the manager or the
advisor, then such Eligible Investment shall mature not later than such
Distribution Date and (ii) any other date may be approved by the Rating
Agencies).

(b)

If any amounts are needed for disbursement from any Account held
by the Trustee and sufficient uninvested funds are not available to make such
disbursement, the Trustee shall cause to be sold or otherwise converted to cash
a sufficient amount of the investments in such Account.  The Trustee shall
not be liable for any investment loss or other charge resulting therefrom unless
the Trustee’s failure to perform in accordance with this Section 5.05 is the
cause of such loss or charge.

(c)

Subject to Section 9.01, the Trustee shall not in any way be held
liable by reason of any insufficiency in any Account held by the Trustee
resulting from any investment loss on any Eligible Investment included therein
(except to the extent that the Trustee is the obligor and has defaulted thereon
or as provided in subsection (b) of this Section 5.05).

(d)

The Trustee shall invest and reinvest funds in the Accounts held
by the Trustee, to the fullest extent practicable, in such manner as the
applicable Directing Party shall from time to time direct as set forth in
Section 5.05(a), but only in one or more Eligible Investments.

(e)

So long as no Event of Default shall have occurred and be
continuing, all net income and gain realized from investment of, and all
earnings on, funds deposited in the Collection Account shall be for the benefit
of the Servicer as Servicing Compensation (in addition to the Servicing Fee),
and shall be subject to withdrawal on or before the first Business Day of the
month following the month in which such income or gain is received.  The
Servicer shall deposit in the Collection Account, the amount of any loss
incurred in respect of any Eligible Investment held therein which is in excess
of the income and gain thereon immediately upon realization of such loss,
without any right to reimbursement therefore from its own funds.

(f)

All net income and gain realized from investment of, and all
earnings on, funds deposited in the Distribution Account shall be for the
benefit of (x) the Servicer for the period from the date of deposit to the
Deposit Date, as Servicing Compensation in addition to the Servicing Fee and (y)
the Trustee for the period from the Deposit Date to the Distribution Date, as
compensation (in addition to the Trustee Fee).  Any such income shall be
subject to withdrawal on or before the first Business Day of the month following
the month in which such income or gain is received.  The Servicer or the
Trustee, as applicable, shall deposit in the Distribution Account from its own
funds the amount of any loss incurred in respect of any Eligible Investment held
therein which is in excess of the income and gain thereon payable to the
Servicer or the Trustee, as the case may be, immediately upon the realization of
such loss, without any right to reimbursement therefor from its own funds.

Section 5.06.  Allocation of Losses.

(a)

On each Distribution Date, the Trustee shall determine the total
of the Applied Realized Loss Amounts for such Distribution Date.  The
Applied Realized 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 Realized 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.

(b)

With respect to any Class of Subordinate Certificates to which an
Applied Realized Loss Amount has been allocated (including any such Class for
which the related Class Principal Balance has been reduced to zero), the Class
Principal Balance of such Class will be increased up to the amount of related
Recoveries for such Distribution Date, beginning with the Class of Subordinate
Certificates with the highest relative payment priority, up to the amount of
Applied Realized Loss Amounts previously allocated to reduce such Class
Principal Balance.  Any increase to the Class Principal Balance of a Class
of Subordinate Certificates shall increase the Certificate Balance of the
related Class pro rate in accordance with each Percentage Interest.

Section 5.07.  The Interest Rate Cap Agreements.
 (a)  The Interest Rate Cap Agreements will be an asset of a separate
trust but will not be an asset of any REMIC and any amounts received thereon
shall be taxable to the Class BIO Certificateholder.  The Trustee shall
treat the Interest Rate Cap Agreements as having a nominal (zero) value for the
Holders of the Offered Certificates.

(b)

The Trustee shall deposit any amounts received with respect to the
Interest Rate Cap Agreements on an Interest Rate Cap Payment Date into the Net
Rate Cap Fund.  If, however, on any Distribution Date the related notional
amount multiplied by ten of an Interest Rate Cap Agreement the Class Principal
Balance of the Class of Certificates related to that Interest Rate Cap
Agreement, then solely for purposes of computing the amount that the Trustee
shall deposit into the Net Rate Cap Fund, the Trustee shall reduce such notional
amount by the amount of such excess, and the Trustee shall remit any excess
amounts in the Net Rate Cap Fund directly to the holder of the Class BIO
Certificates.

(c)

The Trustee shall terminate the Cap Provider upon the occurrence
of an event of default or termination event under an Interest Rate Cap Agreement
of which a Responsible Officer of the Trustee has actual knowledge.  In the
event that an Interest Rate Cap Agreement is canceled or otherwise terminated
for any reason (other than the exhaustion of the interest rate protection
provided thereby), the Trustee shall, at the direction of Certificateholders
evidencing Voting Rights not less than 50% of the Offered Certificates, and to
the extent a replacement contract is available (from a counterparty designated
by the Depositor and acceptable to Certificateholders evidencing Voting Rights
not less than 50% of the Offered Certificates), execute a replacement contract
comparable to such Interest Rate Cap Agreement providing interest rate
protection which is equal to the then-existing protection provided by the
Interest Rate Cap Agreement; provided, however, that the cost of any such
replacement contract providing the same interest rate protection may be reduced
to a level such that the cost of such replacement contract shall not exceed the
amount of any early termination payment received from the Cap Provider. 

(d)

On any Distribution Date prior to the Interest Rate Cap
Termination Date, if the aggregate Class Principal Balance of the Offered
Certificates equals zero (but not including the Distribution Date on which such
aggregate Class Principal Balance is reduced to zero), all amounts received by
the Trustee with respect to the Interest Rate Cap Agreements shall be
distributed directly to the Class BIO Certificateholder.

(e)

Prior to the Interest Rate Cap Termination Date and upon the
termination of the Trust, the Interest Rate Cap Agreements shall be assigned to
the Class BIO Certificateholder.

Section 5.08.  Net Rate Cap Fund.

(a)

On the Closing Date, the Trustee shall establish and maintain in
its name, in trust for the benefit of the Offered Certificates (other than the
Class A-IO Certificates), the Net Rate Cap Fund and deposit therein the amount
of $5,000 paid to the Trustee by the Depositor therefor.  The Net Rate Cap
Fund shall be an Eligible Account, and funds on deposit therein shall be held
separate and apart from, and shall not be commingled with, any other moneys,
including without limitation, other moneys held by the Trustee pursuant to this
Agreement.  The Net Rate Cap Fund shall be treated as an “outside reserve
fund” under applicable Treasury regulations and will not be part of any REMIC.
 Any investment earnings on the Net Rate Cap Fund will be treated as owned
by the Class BIO Certificateholder and will be taxable to the Class BIO
Certificateholder.  Distributions made or deemed deposited to any outside
reserve fund under this Agreement shall be treated as made to the owner of such
fund.  The Trustee shall treat the Net Rate Cap Fund as having a nominal
(zero) value for the Holders of the Offered Certificates.

(b)

On each Distribution Date, the Trustee shall deposit amounts, if
any, (i) received from the Cap Provider under the Interest Rate Cap Agreements
into the Net Rate Cap Fund and (ii), if necessary and to the extent available,
from the Distribution Account to the Net Rate Cap Fund pursuant to Section
5.01(a)(18).  The amount required to be deposited into the Net Rate Cap
Fund from the Distribution Account on any Distribution Date (the “Net Rate Cap
Fund Deposit”) will equal the lesser of (i) amounts remaining after
distributions pursuant to clauses (1) through (17) of Section 5.01(a) and (ii)
(x) any Net Rate Cap Carryover for such Distribution Date less (y) any amounts
received by the Trustee pursuant to the Interest Rate Cap Agreement for such
Distribution Date, or, if no Net Rate Cap Carryover is payable on such
Distribution Date (or if the amount received from the Cap Provider for such
Distribution Date exceeds all amounts of Net Rate Cap Carryover), an amount such
that when added to other amounts already on deposit in the Net Rate Cap Fund,
the aggregate amount on deposit therein will at all times be equal to
$5,000.

(c)

The Trustee shall make withdrawals from the Net Rate Cap Fund to
make distributions pursuant to Section 5.01(a)(19) hereof as follows:

(i)

first, to the Class AV-1 Certificates, from payments made under
the Class AV-1 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the
Class AV-1 Certificates;

(ii)

second, to the Class AV-2 Certificates, from payments made under
the Class AV-2 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the
Class AV-2 Certificates;

(iii)

third, to the Class AV-3 Certificates, from payments made under
the Class AV-3 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the
Class AV-1 Certificates;

(iv)

fourth, to the Class M-1 Certificates, from payments made under
the Class M-1 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the
Class M-1 Certificates;

(v)

fifth, to the Class M-2 Certificates, from payments made under the
Class M-2 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class
M-2 Certificates;

(vi)

sixth, to the Class M-3 Certificates, from payments made under the
Class M-3 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class
M-3 Certificates;

(vii)

seventh, to the Class M-4 Certificates, from payments made under
the Class M-4 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the
Class M-4 Certificates;

(viii)

eighth, to the Class M-5 Certificates, from payments made under
the Class M-5 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the
Class M-5 Certificates;

(ix)

ninth, to the Class M-6 Certificates, from payments made under the
Class M-6 Interest Rate Cap Agreement, the Net Rate Cap Carryover for the Class
M-6 Certificates;

(x)

tenth, concurrently, to the Class AV Certificates, pro rata based
on unpaid Net Rate Cap Carryover amounts, from (1) payments made under the other
Interest Rate Cap Agreements to the extent not otherwise paid to the related
Class of Certificates and (2) amounts on deposit in the Net Rate Cap Fund other
than amounts paid under the Interest Rate Cap Agreements, any remaining Net Rate
Cap Carryover for the Class AV Certificates;

(xi)

eleventh, to the Class M-1 Certificates, from (1) payments made
under the other Interest Rate Cap Agreements to the extent not otherwise paid to
the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap
Fund other than amounts paid under the Interest Rate Cap Agreements, any
remaining Net Rate Cap Carryover for the Class M-1 Certificates;

(xii)

twelfth, to the Class M-2 Certificates, from (1) payments made
under the other Interest Rate Cap Agreements to the extent not otherwise paid to
the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap
Fund other than amounts paid under the Interest Rate Cap Agreements, any
remaining Net Rate Cap Carryover for the Class M-2 Certificates;

(xiii)

thirteenth, to the Class M-3 Certificates, from (1) payments made
under the other Interest Rate Cap Agreements to the extent not otherwise paid to
the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap
Fund other than amounts paid under the Interest Rate Cap Agreements, any
remaining Net Rate Cap Carryover for the Class M-3 Certificates;

(xiv)

fourteenth, to the Class M-4 Certificates, from (1) payments made
under the other Interest Rate Cap Agreements to the extent not otherwise paid to
the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap
Fund other than amounts paid under the Interest Rate Cap Agreements, any
remaining Net Rate Cap Carryover for the Class M-4 Certificates;

(xv)

fifteenth, to the Class M-5 Certificates, from (1) payments made
under the other Interest Rate Cap Agreements to the extent not otherwise paid to
the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap
Fund other than amounts paid under the Interest Rate Cap Agreements, any
remaining Net Rate Cap Carryover for the Class M-5 Certificates; and

(xvi)

sixteenth, to the Class M-6 Certificates, from (1) payments made
under the other Interest Rate Cap Agreements to the extent not otherwise paid to
the related Class of Certificates and (2) amounts on deposit in the Net Rate Cap
Fund other than amounts paid under the Interest Rate Cap Agreements, any
remaining Net Rate Cap Carryover for the Class M-6 Certificates.

(d)

Funds in the Net Rate Cap Fund may be invested in Eligible
Investments.  Any earnings on such amounts shall be payable to the Class
BIO Certificates.  The Class BIO Certificates shall evidence ownership of
the Net Rate Cap Fund for federal tax purposes and shall direct the Trustee in
writing as to the investment of amounts therein.

(e)

Upon termination of the Trust, any amounts remaining in the Net
Rate Cap Fund shall be distributed to the Certificateholders of the Class BIO
Certificates in the same manner as if distributed pursuant to Section
5.01(a)(20) hereof.

ARTICLE VI

The Certificates

Section 6.01.  The Certificates.  Each of the
Offered Certificates, the Class P Certificates, the Class BIO Certificates, and
the Residual Certificates shall be substantially in the forms set forth in
Exhibits A and B respectively, and shall, on original issue, be executed,
authenticated and delivered by the Trustee to or upon the order of the Seller
concurrently with the sale and assignment to the Trustee of the Trust.
 Each Class of Offered Certificates, other than the Class A-IO
Certificates, shall be initially evidenced by one or more certificates
representing a fraction of the applicable Original Class Principal Balance, and
shall be held in minimum dollar denominations of $25,000 and integral multiples
of $1 in excess thereof, and the Class A-IO Certificates shall be initially
evidenced by one or more certificates representing a fraction of the applicable
initial Notional Amount, and shall be held in minimum dollar denominations of
$100,000 and integral multiples of $1 in excess thereof; provided, however that
one of each Class of the Offered Certificate may be in a different denomination
so that the sum of the denominations of all outstanding Offered Certificates
shall equal the aggregate Original Class Principal Balance or initial Notional
Amount, as applicable.  The Residual Certificates (other than the Tax
Matters Person Residual Interests), the Class P Certificates and Class BIO
Certificates shall each be held in minimum Percentage Interests of 20%.

The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by a Responsible Officer.  Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trustee
shall bind the Trust, notwithstanding that such individuals or any of them have
ceased to be so authorized prior to the authentication and delivery of 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 such Certificate shall have been manually
authenticated by the Trustee substantially in the form provided for herein, and
such authentication upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered
hereunder.  All Certificates shall be dated the date of their
authentication.  Subject to Section 6.02(c), the Offered Certificates shall
be Book-Entry Certificates.  The Class BIO Certificates, the Class P
Certificates and the Residual Certificates shall not be Book-Entry
Certificates.

Section 6.02.  Registration of Transfer and Exchange of
Certificates.

(a)

The Certificate Registrar shall cause to be kept at the Corporate
Trust Office a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided.  The Trustee shall initially serve as Certificate
Registrar for the purpose of registering Certificates and transfers and
exchanges of Certificates as herein provided.

Upon surrender for registration of transfer of any Certificate at
any office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph, and, in the case of a Residual Certificate,
upon satisfaction of the conditions set forth below, the Trustee on behalf of
the Trust shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same aggregate
Percentage Interest.

At the option of the Certificateholders, Certificates may be
exchanged for other Certificates in authorized denominations and the same
aggregate Percentage Interests, upon surrender of the Certificates to be
exchanged at any such office or agency.  Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute and 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 (if so required by the Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar, and
be duly executed by the Holder thereof or his attorney duly authorized in
writing.

(b)

Except as provided in paragraph (c) 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 such 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 Certificates; (iii)
ownership and transfers of registration of such 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 as representative of the Certificate Owners of the Certificates for
purposes of exercising the rights of Holders under this Agreement, and requests
and directions for and votes of such representative 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 Owners.  Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners that it represents or of brokerage firms for which it acts as
agent in accordance with the Depository’s normal procedures.  The parties
hereto are hereby authorized to execute a Letter of Representations with the
Depository or take such other action as may be necessary or desirable to
register a Book-Entry Certificate to the Depository.  In the event of any
conflict between the terms of any such Letter of Representation and this
Agreement the terms of this Agreement shall control.

(c)

If (i)(x) the Depository or the Seller advises the Trustee in
writing that the Depository is no longer willing or able to discharge properly
its responsibilities as Depository and (y) the Trustee or the Seller is unable
to locate a qualified successor or (ii) after the occurrence of an Event of
Default, the Certificate Owners of each Class of Offered Certificates
representing Percentage Interests aggregating not less than 51% advises the
Trustee and Depository through the Financial Intermediaries and the Depository
Participants in writing that the continuation of a book-entry system through the
Depository to the exclusion of definitive, fully registered certificates (the
“Definitive Certificates”) issued to Certificate Owners is no longer in the best
interests of the Certificate Owners.  Upon surrender to the Certificate
Registrar of each Class of Offered Certificates by the Depository, accompanied
by registration instructions from the Depository for registration, the Trustee
shall at the Seller’s expense, execute, authenticate and deliver the Definitive
Certificates.  Neither the Seller nor the Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions.  Upon the issuance of
Definitive Certificates, the Trustee, the Certificate Registrar, the Servicer,
any Paying Agent, the Depositor and the Seller shall recognize the Holders of
the Definitive Certificates as Certificateholders hereunder.

(d)

Except with respect to the initial transfer of the Class BIO
Certificates and the Class P Certificates to the NIMs Trust, and of the Residual
Certificates to the Seller, respectively, no transfer, sale, pledge or other
disposition of any Class BIO Certificates, Class P Certificates or any Residual
Certificate shall be made unless such disposition is exempt from the
registration requirements of the Securities Act of 1933, as amended (the “1933
Act”), and any applicable state securities laws or is made in accordance with
the 1933 Act and applicable state securities laws.  In the event of any
such transfer, other than the transfer of the Tax Matters Person Residual
Interest to the Trustee in reliance upon Rule 144A under the 1933 Act, the
Trustee, the Depositor and the Seller shall require either (i) a written Opinion
of Counsel (which may be in-house counsel) acceptable to and in form and
substance reasonably satisfactory to the Trustee, Depositor and the Seller that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor from the 1933 Act, or is being made pursuant to
the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee,
the Servicer, the Depositor or the Seller or (ii) the Trustee shall require the
transferor to execute a transferor certificate (in substantially the form
attached hereto as Exhibit M) and the transferee to execute an investment letter
(in substantially the form attached hereto as Exhibit N-1 or N-2) acceptable to
and in form and substance reasonably satisfactory to the Seller, Depositor and
the Trustee certifying to the Seller, Depositor and the Trustee the facts
surrounding such transfer, which investment letter shall not be an expense of
the Trustee, the Servicer, the Depositor or the Seller.  The Holder of a
Class P Certificate, Class BIO Certificate or a Residual Certificate desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor and the Seller 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 letter from
the transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee (such requirement is satisfied only by the Trustee’s
receipt of a representation letter from the transferee substantially in the form
of Exhibit N-1 or Exhibit N-2, as appropriate), to the effect that such
transferee is not an employee benefit plan or other retirement arrangement
subject to Section 406 of ERISA or to Section 4975 of the Code, or a Person
acting for, on behalf or with the assets of, any such plan or arrangement
(“Benefit Plan Investor”), which representation letter shall not be an expense
of the Trustee or the Trust or (ii) if the Certificate has been the subject of
an ERISA-Qualifying Underwriting, a representation that the purchaser is an
insurance company which is purchasing such Certificate with funds contained in
an “insurance company general account” (as such term is defined in Section V(e)
of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the
purchase and holding of such Certificate are covered under Sections I and III of
PTCE 95-60 or (iii) an Opinion of Counsel satisfactory to the Trustee to the
effect that the purchase or holding of such Certificate will not result in
prohibited transactions under Section 406 of ERISA and/or Section 4975 of 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.  Notwithstanding anything else to the contrary
herein, the representations required by clauses (i) or (ii) above with respect
to any ERISA-Restricted Certificate that is a Book-Entry Certificate shall be
deemed to have been made by the Certificate Owner by virtue of such acquisition;
and any purported transfer of an ERISA-Restricted Certificate to or on behalf of
a Benefit Plan Investor pursuant to clause (iii) above 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.

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 to
have irrevocably appointed the Seller or its designee as its attorney-in-fact to
negotiate the terms of any mandatory sale under clause (v) below and to execute
all instruments of transfer and to do all other things necessary in connection
with any such sale, 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 Person shall acquire an Ownership Interest in a Residual
Certificate unless such Ownership Interest is a pro rata undivided interest.

(iii)

In connection with any proposed transfer of any Ownership Interest
in a Residual Certificate, the Trustee shall as a condition to registration of
the transfer, require delivery to it, in form and substance satisfactory to it,
of each of the following:

(A)

an affidavit in the form of Exhibit G from the proposed transferee
to the effect that such transferee is a Permitted Transferee and that it is not
acquiring its Ownership Interest in the Residual Certificate that is the subject
of the proposed transfer as a nominee, trustee or agent for any Person who is
not a Permitted Transferee; and

(B)

a covenant of the proposed transferee to the effect that the
proposed transferee agrees to be bound by and to abide by the transfer
restrictions applicable to the Residual Certificates.

(iv)

Any attempted or purported transfer of any Ownership Interest in a
Residual Certificate in violation of the provisions of this Section 6.02 shall
be absolutely null and void and shall vest no rights in the purported
transferee.  If any purported transferee shall, in violation of the
provisions of this Section 6.02, become a Holder of a Residual Certificate, then
the prior Holder of such Residual Certificate that is a Permitted Transferee
shall, upon discovery that the registration of transfer of such Residual
Certificate was not in fact permitted by this Section 6.02, 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 this Section 6.02 or for making any distributions due on
such Residual Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of the Agreement so long as the
Trustee received the documents specified in clause (iii).  The Trustee
shall be entitled to recover from any Holder of a Residual Certificate that was
in fact not a Permitted Transferee at the time such distributions were made all
distributions made on such Residual Certificate.  Any such distributions so
recovered by the Trustee shall be distributed and delivered by the Trustee to
the prior Holder of such Residual Certificate that is a Permitted
Transferee.

(v)

If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Residual Certificate in violation of the restrictions in
this Section 6.02, then the Trustee shall have the right but not the obligation,
without notice to the Holder of such Residual Certificate or any other Person
having an Ownership Interest therein, to notify the Seller to arrange for the
sale of such Residual Certificate.  The proceeds of such sale, net of
commissions (which may include commissions payable to the Seller or its
Affiliates in connection with such sale), expenses and taxes due, if any, will
be remitted by the Trustee to the previous Holder of such Residual Certificate
that is a Permitted Transferee, except that in the event that the Trustee
determines that the Holder of such Residual Certificate may be liable for any
amount due under this Section 6.02 or any other provisions of this Agreement,
the Trustee may withhold a corresponding amount from such remittance as security
for such claim.  The terms and conditions of any sale under this clause (v)
shall be determined in the sole discretion of the Trustee, and it shall not be
liable to any Person having an Ownership Interest in a Residual Certificate as a
result of its exercise of such discretion.

(vi)

If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Residual Certificate in violation of the restrictions in
this Section 6.02, then the Trustee, based on information provided to the
Trustee by the Seller will provide to the Internal Revenue Service, and to the
persons specified in Sections 860E(e)(3) and (6) of the Code, information needed
to compute the tax imposed under Section 860E(e)(5) of the Code on transfers of
residual interests to disqualified organizations.

The foregoing provisions of this Section 6.02(d) shall cease to
apply to transfers occurring on or after the date on which there shall have been
delivered to the Trustee, in form and substance satisfactory to the Trustee, (i)
written notification from each Rating Agency that the removal of the
restrictions on Transfer set forth in this Section 6.02 will not cause such
Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of
Counsel to the effect that such removal will not cause any REMIC to fail to
qualify as a REMIC.

Each Tax Matters Person Residual Interest shall at all times be
registered in the name of the Tax Matters Person.

(e)

No service charge shall be made for any registration of transfer
or exchange of Certificates of any Class, but the Certificate Registrar may
require 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.

All Certificates surrendered for registration of transfer or
exchange shall be canceled by the Certificate Registrar and disposed of pursuant
to its standard procedures.

Section 6.03.  Mutilated, Destroyed, Lost or Stolen
Certificates.  If (i) any mutilated Certificate is surrendered to the
Certificate Registrar or the Certificate Registrar receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (ii) there
is delivered to the Trustee, the Depositor, the Seller and the Certificate
Registrar such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Trustee or the Certificate
Registrar that such Certificate has been acquired by a bona fide purchaser, the
Trustee shall execute, authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like tenor and Percentage Interest.  Upon the issuance of any new
Certificate under this Section 6.03, the Trustee or the Certificate Registrar
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 and the Certificate
Registrar) in connection therewith.  Any duplicate Certificate issued
pursuant to this Section 6.03, shall constitute complete and indefeasible
evidence of ownership in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

Section 6.04.  Persons Deemed Owners.  Prior to
due presentation of a Certificate for registration of transfer, the Servicer,
the Seller, the Depositor, the Trustee, the Certificate Registrar, any Paying
Agent and any agent of any of them may treat the Person, including a Depository,
in whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 5.01 and for all
other purposes whatsoever, and none of the Servicer, the Seller, the Depositor,
the Trustee, the Certificate Registrar nor any agent of any of them shall be
affected by notice to the contrary.

Section 6.05.  Appointment of Paying Agent.

(a)

The Paying Agent shall make distributions to Certificateholders
from the Distribution Account pursuant to Section 5.01 and shall report the
amounts of such distributions to the Trustee.  The duties of the Paying
Agent may include the obligation (i) to withdraw funds from the Collection
Account pursuant to Section 3.03 and for the purpose of making the distributions
referred to above and (ii) to distribute statements and provide information to
Certificateholders as required hereunder.  The Paying Agent hereunder shall
at all times be a corporation duly incorporated and validly existing under the
laws of the United States of America or any state thereof, authorized under such
laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authorities.  The Paying Agent shall
initially be the Trustee.  The Trustee may appoint a successor to act as
Paying Agent, which appointment shall be reasonably satisfactory to the
Seller.

(b)

The Trustee shall cause the Paying Agent (if other than the
Trustee) to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent shall hold all
sums, if any, held by it for payment to the Certificateholders in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders and shall agree that it shall comply with all
requirements of the Code regarding the withholding of payments in respect of
Federal income taxes due from Certificate Owners and otherwise comply with the
provisions of this Agreement applicable to it.

ARTICLE VII




The Seller, The Depositor and The Servicer

Section 7.01.  Liability of the Seller and the
Servicer.  The Seller, the Depositor and the Servicer shall be liable
in accordance herewith only to the extent of the obligations specifically
imposed upon and undertaken by the Seller or Servicer, as the case may be,
herein.

Section 7.02.  Merger or Consolidation of, or Assumption
of the Obligations of, the Depositor, the Seller or the Servicer.  Any
corporation into which the Seller, the Depositor or the Servicer may be merged
or consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Seller, the Depositor or the Servicer shall be a
party, or any corporation succeeding to the business of the Seller, the
Depositor or the Servicer, shall be the successor of the Seller, the Depositor
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 Servicer shall satisfy all the requirements
of Section 8.02 with respect to the qualifications of a Successor Servicer.

Section 7.03.  Limitation on Liability of the Seller, the
Depositor, the Servicer and Others.  None of the Depositor, the Seller,
the Servicer nor any of the directors or officers or employees or agents of the
Depositor, the Seller or the Servicer shall be under any liability to the Trust
or the Certificateholders for any action taken or for refraining from the taking
of any action by the Servicer in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall
not protect the Depositor, the Seller or the Servicer or any such Person against
any liability which would otherwise be imposed by reason of its willful
misfeasance, bad faith or negligence in the performance of duties of the
Depositor, the Seller or the Servicer or by reason of its reckless disregard of
its obligations and duties of the Depositor, the Seller or the Servicer
hereunder.  The Depositor, the Seller or the Servicer and any director or
officer or 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 or the Servicer and any director or
officer or employee or agent of the Servicer shall be indemnified by the Trust
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 related to any specific Mortgage Loan or Mortgage
Loans (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement or results from a breach of
representation by the Depositor, the Seller or the Servicer) and any loss,
liability or expense incurred by reason of its willful misfeasance, bad faith or
negligence in the performance of duties hereunder or by reason of its reckless
disregard of obligations and duties hereunder.  The Depositor, the Seller
or the Servicer shall be under no obligation to appear in, prosecute or defend
any legal action that is not incidental to its duties hereunder and that in its
opinion, may involve it in any expense or liability; provided, however, that the
Servicer may undertake any such action which it may deem necessary or desirable
in respect of this Agreement, and the rights and duties of the parties hereto
and the interests of the Certificateholders hereunder.  In such event, the
reasonable legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust.  The
Servicer’s right to indemnity or reimbursement pursuant to this Section 7.03
shall survive any resignation or termination of the Servicer pursuant to Section
7.04 or 8.01 with respect to any losses, expenses, costs or liabilities arising
prior to such resignation or termination (or arising from events that occurred
prior to such resignation or termination).

Section 7.04.  Servicer Not to Resign; Pledge of Servicing
Rights.  Subject to the provisions of Section 7.02, the Servicer shall
not resign from the obligations and duties hereby imposed on it except (i) upon
determination that the performance of its obligations or duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it or its subsidiaries or
Affiliates, the other activities of the Servicer so causing such a conflict
being of a type and nature carried on by the Servicer or its subsidiaries or
Affiliates at the date of this Agreement or (ii) upon the proposal by the
Servicer or the Servicing Rights Owner of an Approved Servicer to the Seller,
the Depositor and the Trustee in writing; provided, however, that
no such resignation by the Servicer shall become effective until such successor
servicer or, in the case of (i) above, the Successor Servicer shall have assumed
the Servicer’s responsibilities and obligations hereunder or the Trustee shall
have designated a successor servicer in accordance with Section 8.02.  Any
such resignation shall not relieve the Servicer of responsibility for any of the
obligations specified in Sections 8.01 and 8.02 as obligations that survive the
resignation or termination of the Servicer.  Any such determination
permitting the resignation of the Servicer pursuant to clause (i) above shall be
evidenced by an Opinion of Counsel to such effect delivered to the Seller, the
Depositor and the Trustee.

Notwithstanding the foregoing, on or after the Closing Date, the
Servicer or the Servicing Rights Owner may pledge and assign all of its right,
title and interest in, to and under this Agreement to one or more lenders
(“Servicing Rights Pledgees”) selected by the Servicer or the Servicing Rights
Owner.  Provided that no Event of Default exists, the Trustee, the Seller
and the Depositor agree that upon delivery to the Trustee by a Servicing Rights
Pledgee of a letter signed by the Servicer whereunder the Servicer resigns as
servicer under this Agreement pursuant to this Section 7.04, the Trustee shall
appoint such Servicing Rights Pledgee or its designee as Successor Servicer,
provided that at the time of such appointment, such Servicing Rights Pledgee or
its designee is an Approved Servicer and that such Servicing Rights Pledgee or
its designee agrees to be subject to the terms of this Agreement.

Section 7.05.  Delegation of Duties.  In the
ordinary course of business, the Servicer at any time may delegate any of its
duties hereunder to any Person, including any of its Affiliates, who agrees to
conduct such duties in accordance with standards comparable to those set forth
in Section 3.01.  Such delegation shall not relieve the Servicer of its
liabilities and responsibilities with respect to such duties and shall not
constitute a resignation within the meaning of Section 7.04.  The Servicer
shall provide the Trustee with written notice prior to the delegation of any of
its duties to any Person other than any of the Servicer’s Affiliates or their
respective successors and assigns.

Section 7.06.  Indemnification of the Trust by the
Servicer.

(a)

The Servicer shall indemnify and hold harmless the Trust and the
Trustee from and against any loss, liability, expense, damage or injury suffered
or sustained by reason of the Servicer’s willful misfeasance, bad faith or
negligence in the performance of its activities in servicing or administering
the Mortgage Loans pursuant to this Agreement, including, but not limited to,
any judgment, award, settlement, reasonable attorneys’ fees and other costs or
expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim related to the Servicer’s misfeasance, bad faith or
negligence.  Any such indemnification shall not be payable from the assets
of the Trust. The provisions of this Section 7.06 shall survive the termination
of this Agreement.

(b)

If the Servicer fails to make when due (without regard to any cure
period) any Monthly Advance or deposit required by it hereunder, the Servicer
shall pay the Trustee for the account of the Trustee interest at the prime rate
from the date on which such payment was due (without regard to any cure period)
to and including the date on which the Servicer makes such payment.

ARTICLE VIII




Default

Section 8.01.  Events of Default.

(a)

If any one of the following events (“Events of Default”) shall
occur and be continuing:

(i)

(A)

The failure by the Servicer to make any Monthly Advance which
continues unremedied for a period of one (1) Business Day after it was due; or
(B) any other failure by the Servicer to deposit in the Collection Account or
the Distribution Account any deposit required to be made under the terms of this
Agreement which continues unremedied for a period of two (2) Business Days after
such deposit was due (except with respect to remittances into the Distribution
Account required pursuant to Section 3.03(i) hereof with respect to which only a
one (1) Business Day grace period shall apply); 

(ii)

(A)

The failure by the Servicer to make any required Servicing Advance
which failure continues unremedied for a period of sixty (60) days, or (B) the
failure by the Servicer duly to observe or perform, in any material respect, any
other covenants, obligations or agreements of the Servicer as set forth in this
Agreement, which failure materially and adversely affects the interests of the
Certificateholders, continues unremedied for a period of sixty (60) days, after
the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer by the Trustee or to the
Servicer and the Trustee, by any Holder with Certificates evidencing Voting
Interests of at least 25%; provided, however, that in the case of
a failure that cannot be cured within sixty (60) days, the cure period may be
extended if the Servicer can demonstrate to the reasonable satisfaction of the
Trustee that the Servicer is diligently pursuing remedial action;

(iii)

The filing of a petition against the Servicer in a court or agency
or supervisory authority having jurisdiction in the premises for the appointment
of a trustee, conservator, receiver or liquidator in any insolvency,
conservatorship, receivership, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for the winding up or liquidation of its
affairs, and the continuance of any such decree or order unstayed and in effect
for a period of thirty (30) consecutive days; or

(iv)

The Servicer shall voluntarily go into liquidation, consent to the
appointment of a conservator or receiver or liquidator or similar person 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 a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver, liquidator or similar person in any insolvency,
readjustment of debt, 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; or the Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization statute,
make an assignment for the benefit of its creditors or voluntarily suspend
payment of its obligations; or

(v)

the Servicer Termination Test is failed; or

(vi)

(a) any reduction or withdrawal of the ratings or any shadow
ratings of any Class of Certificates attributable principally to the Servicer or
the servicing of the Mortgage Loans or (b) any placement by a Rating Agency of
any Class of Certificates on credit watch with negative implications
attributable principally to the Servicer or the servicing of the Mortgage Loans;
or

(vii)

any reduction or withdrawal of the ratings of the Servicer as a
servicer of subprime mortgage loans by one or more of the Rating Agencies that
maintains a servicer rating system and a rating on the Certificates to "below
average" or below;

(b)

then, and in each and every such case, so long as an Event of
Default shall not have been remedied, (x) with respect solely to clause
(a)(i)(A) above, upon receipt of written notice or discovery by a Responsible
Officer of the Trustee of such failure, the Trustee shall give immediate
telephonic notice of such failure to a Servicing Officer of the Servicer and the
Trustee shall terminate all of the rights and obligations of the Servicer under
this Agreement and the Successor Servicer appointed in accordance with Section
8.02 shall immediately make such Monthly Advance prior to the distribution of
funds on the related Distribution Date and assume, pursuant to Section 8.02, the
duties of a Successor Servicer and (y) in the case of clause (a)(i)(B), (ii),
(iii), (iv), (v), (vi) and (vii) above, the Trustee shall, at the direction of
the Holders of Offered Certificates evidencing not less than 51% of all of the
Voting Rights by notice then given in writing to the Servicer (and to the
Trustee if given by Holders of Certificates), terminate all of the rights and
obligations of the Servicer as servicer under this Agreement.  Any such
notice to the Servicer shall also be given to each Rating Agency and the Seller.
 On or after receipt by the Servicer of such written notice, all authority
and power of the Servicer under this Agreement, whether with respect to the
Certificates or the Mortgage Loans or otherwise, shall pass to and be vested in
the Successor Servicer pursuant to and under this Section 8.01; and, without
limitation, the Successor Servicer 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 of each Mortgage
Loan and related documents, or otherwise.  The Servicer agrees to cooperate
with the Successor Servicer and the Trustee in effecting the termination of the
responsibilities and rights of the Servicer hereunder, including, without
limitation, the transfer to the Successor Servicer for the administration by it
of all cash amounts that shall at the time be held by the predecessor Servicer
and to be deposited by it in the Collection Account, or that have been deposited
by the predecessor Servicer in the Collection Account or thereafter received by
the predecessor Servicer with respect to the Mortgage Loans.  All Servicing
Transfer Costs and other reasonable out-of-pocket costs and expenses (including
attorneys’ fees) incurred in connection with transferring the Mortgage Files to
the Successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 8.01 shall be paid by the predecessor Servicer
within 90 days of written demand, itemized in reasonable detail, or, to the
extent not paid by the predecessor Servicer, by the Trust prior to distributions
to Certificateholders (or, if the predecessor Servicer is the Trustee, by the
initial Servicer), upon presentation of reasonable documentation of such costs
and expenses.  If the predecessor Servicer is required but fails to pay the
amounts specified in the preceding sentence and such amounts are paid by the
Trust, the Trustee shall, at the direction and expense of the Class BIO
Certificateholders, take appropriate action to enforce such obligation and
recover such amounts on behalf of such Class BIO Certificateholders.

Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall continue to be entitled to receive from the Trust,
payment of all the accrued and unpaid portion of the Servicing Fees to which the
Servicer would have been entitled and reimbursement for all outstanding Monthly
Advances and Servicing Advances, including but not limited to trailing expenses
representing Servicing Advances incurred by the Servicer prior to but invoiced
after the date of termination, which amount shall be remitted by the Successor
Servicer to the terminated Servicer as permitted under Section 3.03 on a
first-in, first-out basis.  The Servicer shall continue to be entitled to
the benefits of Section 7.03, notwithstanding any termination hereunder, with
respect to events occurring prior to such termination.

(c)

Upon the occurrence of an Event of Default, the Servicer shall act
as Servicer under this Agreement, subject to the right of removal set forth in
subsection (b) hereof, for an initial period commencing on the date on which
such Event of Default occurred and ending on the last day of the calendar
quarter in which such Event of Default occurred, which period shall be extended
by the Trustee (an “Extension Notice”) for a succeeding quarterly period ending
on December 31, March 31, June 30 and September 30 of each year (each such
quarterly period for which the Servicer shall be designated to act as Servicer
hereunder, a “Term of Service”) until such time as the Trustee receives written
direction from the Holders of Certificates evidencing at least 51% of the Voting
Rights not to deliver an Extension Notice, in which event the Trustee shall
follow such direction; provided that nothing in this clause (c) shall prohibit
the Trustee from removing (or prohibit Certificateholders from directing the
Trustee to remove) the Servicer pursuant to clause (b) above.  In the event
the Trustee fails to deliver an Extension Notice prior to the end of any Term of
Service, the Servicer shall be automatically terminated.  

(d)

If the Successor Servicer or another Person succeeds to the
obligations of Servicer hereunder, the term of the Successor Servicer or such
Person shall not be limited unless and until an Event of Default thereafter
occurs with respect to such Successor Servicer or other Person.  At such
time, the provisions of Section 8.01 (c) and (d) shall become applicable to the
then-acting Servicer and the Person then-obligated to succeed such then-acting
Servicer.

Section 8.02.  Appointment of Successor.

(a)

The Depositor and the Trustee hereby appoint, and Wells Fargo
Bank, National Association, hereby accepts appointment, on behalf of itself or
an affiliate, subject to the provisions of Section 7.04 hereof, upon receipt by
the Servicer of a notice of termination pursuant to Section 8.01 or upon
resignation of the Servicer pursuant to Section 7.04(i), to be the successor
(the “Successor Servicer”) in all respects to the Servicer in its capacity as
servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Servicer by the terms and provisions hereof
arising on and after its succession; provided, however, that,
without affecting the immediate termination of the rights of the Servicer
hereunder, it is understood and acknowledged by the parties hereto that there
will be a period of transition not to exceed 90 days (the “Transition Period”)
before the servicing transfer is fully effected.

During the Transition Period, neither the Successor Servicer nor
the Trustee shall be responsible for the lack of information and documents that
it cannot reasonably obtain on a practicable basis under the circumstances.

As compensation therefor, the Successor Servicer shall be entitled
to such compensation as the Servicer would have been entitled to hereunder if no
such notice of termination had been given.  Notwithstanding the above, if
the Successor Servicer is unwilling or legally unable to act as successor
servicer, the Trustee may appoint or petition a court of competent jurisdiction
to appoint, any established housing and home finance institution, bank or other
mortgage loan or home equity loan servicer that is an Approved Servicer 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;
provided that the appointment of any such Successor Servicer will not
result in the qualification, reduction or withdrawal of the ratings assigned to
the Offered Certificates by the Rating Agencies.  Pending appointment of a
successor to the Servicer hereunder, unless the Successor Servicer is prohibited
by law from so acting, the Successor Servicer shall act in such capacity as
hereinabove provided.  In connection with such appointment and assumption,
the successor shall be entitled to receive compensation out of payments on the
Mortgage Loans in an amount equal to the compensation which the Servicer would
otherwise have received pursuant to Section 3.08 (or such lesser compensation as
the Trustee and such successor shall agree).  The appointment of a
Successor Servicer shall not affect any liability of the predecessor Servicer
which may have arisen under this Agreement prior to its termination as Servicer
to pay any deductible under an insurance policy pursuant to Section 3.05 or to
indemnify the Trustee pursuant to Section 7.06, nor shall any Successor Servicer
be liable for any acts or omissions of the predecessor Servicer or for any
breach by such Servicer of any of its representations or warranties contained
herein or in any related document or agreement.  The Trustee or a Successor
Servicer shall have no responsibility or obligation (i) to repurchase or
substitute for any of the Mortgage Loans or (ii) for any acts or omissions of a
predecessor Servicer during the Transition Period.  The Trustee and such
successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.

Notwithstanding the foregoing, if an Event of Default listed in
clauses (iii), (iv) or (v) of Section 8.01(a) occurs, the Servicer or the
Servicing Rights Owner shall have a period of up to twenty (20) days after
receipt of a notice of termination to appoint an Approved Servicer as Successor
Servicer.  Such right shall terminate immediately if prior to the actual
transfer of servicing, such terminated Servicer fails to make any required
Monthly Advance, Servicing Advance or any other deposit required to be made
pursuant to the terms of this Agreement, as and when required by this Agreement
(taking into account any applicable cure period).  All costs and expenses
associated with the appointment, whether or not consummated, and the subsequent
transfer of servicing (which must be completed within the Transition Period) are
required to be paid by the terminated Servicer or the Servicing Rights Owner out
of the proceeds of sale or otherwise.  Any proceeds remaining after such
costs and expenses have been paid for by the terminated Servicer, shall be the
property of the terminated Servicer, the Servicing Rights Owner or its designee,
as applicable.

(b)

Any successor, including the Successor Servicer, to the Servicer
as servicer shall during the term of its service as servicer (i) continue to
service and administer the Mortgage Loans for the benefit of Certificateholders
and (ii) maintain in force a policy or policies of insurance covering errors and
omissions in the performance of its obligations as Servicer hereunder and a
fidelity bond in respect of its officers, employees and agents to the same
extent as the Servicer is so required pursuant to Section 3.12.

(c)

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, or (ii) the predecessor
Servicer, at its sole expense, shall cooperate with the Successor Servicer
either (x) 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® System to the Successor Servicer or (y) in
causing MERS to designate on the MERS® System the Successor Servicer as the
servicer of such Mortgage Loan (at the cost and expense of the Successor
Servicer to the extent such costs relate to the qualification of such Successor
Servicer as a member of MERS, otherwise at the cost and expense of the
predecessor Servicer).  The predecessor Servicer shall file or cause to be
filed any such assignment in the appropriate recording office.  The
Successor Servicer shall cause such assignment to be delivered to the Trustee
promptly upon receipt of the original with evidence of recording thereon or a
copy certified by the public recording office in which such assignment was
recorded.

Section 8.03.  Waiver of Defaults.  The Majority
Certificateholders may, on behalf of all Certificateholders, waive any events
permitting removal of the Servicer as servicer pursuant to this Article VIII,
provided, however, that the Majority Certificateholders may not
waive a default in making a required distribution on a Certificate without the
consent of the Holder of such Certificate.  Upon any waiver of a past
default, such default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement.  No such waiver shall extend to any subsequent or other default
or impair any right consequent thereto except to the extent expressly so waived.
 Notice of any such waiver shall be given by the Trustee to the Rating
Agencies.

Section 8.04.  Notification to Certificateholders.
 Upon any termination or appointment of a successor to the Servicer
pursuant to this Article VIII or Section 7.04, the Trustee shall give prompt
written notice thereof to the Certificateholders at their respective addresses
appearing in the Certificate Register, and to each Rating Agency.

ARTICLE IX




The Trustee

Section 9.01.  Duties of Trustee.

(a)

The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement.  If an Event of Default has occurred (which has not been cured)
of which a Responsible Officer has knowledge, 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 man would exercise or use under
the circumstances in the conduct of his own affairs.

The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.  If any such instrument is
found not to be in the form specified in this Agreement, on its face, the
Trustee shall take such action as it deems appropriate to have the instrument
corrected, and if the instrument is not corrected to the Trustee’s satisfaction,
the Trustee will, at the expense of the Seller, provide notice thereof to the
Certificateholders and will, at the expense of the Seller, which expense shall
be reasonable given the scope and nature of the required action, take such
further action as directed by the Majority Certificateholders.

The Trustee may, in accordance with its duties hereunder, do all
things necessary and proper as may be required in connection with any secondary
mortgage licensing laws and similar requirements, including, but not limited to,
consenting to jurisdiction, and the appointment of agents for service of
process, in jurisdictions in which the Mortgaged Properties are located.

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 misconduct; provided, however, that:

(i)

prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred, 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, in the absence of bad faith on the part of the Trustee,
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;

(ii)

the Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer of the Trustee, unless it
shall be proved that the Trustee was negligent in ascertaining or investigating
the facts related thereto;

(iii)

the Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in accordance
with the consent or direction of the Holders of Offered Certificates evidencing
Percentage Interests aggregating not less than 51% relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising or omitting to exercise any trust or power conferred upon the
Trustee, under this Agreement; and

(iv)

the Trustee shall not be charged with knowledge of any Event of
Default of the Servicer referred to in clauses (a)(i), (ii), (vi) and (vii) of
Section 8.01 unless a Responsible Officer of the Trustee at the Corporate Trust
Office obtains actual knowledge of such failure or the Trustee receives written
notice of such failure from the Servicer or the Holders of Offered Certificates
evidencing Percentage Interests aggregating not less than 51%.  This
paragraph shall not be construed to limit the effect of the first paragraph of
this Section 9.01.

The Trustee shall not be required to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Servicer under this Agreement, except during such
time, if any, as the Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Servicer in accordance with the
terms of this Agreement.

The Trustee shall have no duty hereunder with respect to any
complaint, claim, demand, notice or other document it may receive or which may
be alleged to have been delivered to or served upon it by the parties as a
consequence of the assignment of any Mortgage Loan hereunder; provided,
however, that the Trustee shall promptly remit to the Servicer upon
receipt any such complaint, claim, demand, notice or other document (i) which is
delivered to the Trustee at its Corporate Trust Office; (ii) of which a
Responsible Officer has actual knowledge and (iii) which contains information
sufficient to permit the Trustee to make a determination that the real property
to which such document relates is a Mortgaged Property.

Section 9.02.  Certain Matters Affecting the Trustee.
 Except as otherwise provided in Section 9.01:

(i)

the Trustee may request and rely upon, and shall be protected in
acting or refraining from acting upon, any resolution, Officer’s Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document reasonably believed by it to be genuine and to have been signed or
presented by the proper party or parties;

(ii)

the Trustee may consult with counsel and any written advice of
such counsel or 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 be under no obligation to exercise any of the
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
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; the right of the Trustee to perform
any discretionary act enumerated in this Agreement shall not be construed as a
duty, and the Trustee shall not be answerable for other than its negligence or
willful misconduct in the performance of any such act; nothing contained herein
shall, however, relieve the Trustee of the obligations, upon the occurrence of
an Event of Default (which has not been cured) of which a Responsible Officer
has knowledge, to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs;

(iv)

the Trustee shall not be personally 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;

(v)

prior to the occurrence of an Event of Default and after the
curing of all Events of Default which may have occurred, 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 documents, unless
requested in writing to do so by the Holders of Certificates evidencing
Percentage Interests aggregating not less than 51%; provided,
however, that if the payment within a reasonable time to the Trustee of
the costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such cost, expense or liability
as a condition to such proceeding.  The reasonable expense of every such
examination shall be paid by the Seller or, if paid by the Trustee, shall be
reimbursed by the Seller upon demand.  Nothing in this clause (v) shall
derogate from the obligation of the Servicer to observe any applicable law
prohibiting disclosure of information regarding the Mortgagors;

(vi)

the Trustee shall not be accountable, shall have no liability and
makes no representation as to any acts or omissions hereunder of the Servicer
until such time as the Trustee may act as Servicer pursuant to Section 8.02;

(vii)

the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or a custodian; and

(viii)

the right of the Trustee to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the Trustee
shall not be answerable for other than its negligence or willful misconduct in
the performance or failure to perform of such act.

Section 9.03.  Trustee Not Liable for Certificates or
Mortgage Loans.  The recitals contained herein and in the Certificates
(other than the authentication of the Trustee on the Certificates) shall be
taken as the statements of the Seller, and the Trustee assumes no responsibility
for the correctness of the same.  The Trustee makes no representations as
to the validity or sufficiency of this Agreement or of the Certificates (other
than the signature and authentication of the Trustee on the Certificates) or of
any Mortgage Loan or related document or of MERS or the MERS System.  The
Trustee shall not be accountable for the use or application of any funds by the
Servicer or paid to the Servicer in respect of the Mortgage Loans or deposited
in or withdrawn from the Collection Account by the Servicer.  The Trustee
shall at no time have any responsibility or liability for or with respect to the
legality, validity and enforceability of any Mortgage or any Mortgage Loan, or
the perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
or its ability to generate the payments to be distributed to Certificateholders
under this Agreement, including, without limitation: the existence, condition
and ownership of any Mortgaged Property; the existence and enforceability of any
hazard insurance thereon (other than if the Trustee shall assume the duties of
the Servicer pursuant to Section 8.02); the validity of the assignment of any
Mortgage Loan to the Trustee or of any intervening assignment; the completeness
of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
8.02); the compliance by the Seller, the Depositor or the Servicer with any
warranty or representation made under this Agreement or in any related document
or the accuracy of any such warranty or representation prior to the Trustee’s
receipt of notice or other discovery of any non-compliance therewith or any
breach thereof; any investment of monies by or at the direction of the Servicer
or any loss resulting therefrom, it being understood that the Trustee shall
remain responsible for any Trust property that it may hold in its individual
capacity; the acts or omissions of any of the Servicer (other than if the
Trustee shall assume the duties of the Servicer pursuant to Section 8.02), any
Subservicer or any Mortgagor; any action of the Servicer (other than if the
Trustee shall assume the duties of the Servicer pursuant to Section 8.02) or any
Subservicer taken in the name of the Trustee; the failure of the Servicer or any
Subservicer to act or perform any duties required of it as agent of the Trustee
hereunder; or any action by the Trustee taken at the instruction of the Servicer
(other than if the Trustee shall assume the duties of the Servicer pursuant to
Section 8.02); provided, however, that the foregoing shall not
relieve the Trustee of its obligation to perform its duties under this
Agreement, including, without limitation, the Trustee’s duty to review the
Mortgage Files pursuant to Section 2.02.  Until such time as the Trustee
shall have become the Successor Servicer, the Trustee shall have no
responsibility to perfect or maintain the perfection of any security interest or
lien granted to it hereunder.

Section 9.04.  Trustee May Own Certificates.  The
Trustee in its individual or any other capacity may become the owner or pledgee
of Certificates with the same rights as it would have if it were not Trustee and
may transact any banking and trust business with the Seller or the Servicer.

Section 9.05.  Trustee Fees and Expenses.  The
Trustee will be paid the Trustee Fee pursuant to Section 5.01 and such other
amounts as agreed with the Seller.  The Seller will pay or reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its
negligence or bad faith or which is the responsibility of Certificateholders
hereunder.  In addition, the Seller covenants and agrees to indemnify the
Trustee and its officers, directors, employees and agents from, and hold it
harmless against, any and all losses, liabilities, damages, claims or expenses
incurred in connection with or relating to this Agreement or the Certificates,
other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence of the Trustee in the performance of its
duties hereunder or by reason of the Trustee’s reckless disregard of its
obligations and duties hereunder.  To the extent that amounts payable to
the Trustee under this Section 9.05, other than the Trustee Fee, are not paid by
the Seller within 90 days of written demand, itemized in reasonable detail, such
amounts (to the extent that they are not unreasonable) shall be payable to the
Trustee by the Trust prior to distributions to Certificateholders.  This
Section 9.05 shall survive termination of this Agreement or the resignation or
removal of any Trustee hereunder.

Section 9.06.  Eligibility Requirements for Trustee.
 The Trustee hereunder shall at all times be a corporation duly
incorporated and validly existing under the laws of the United States of America
or any state thereof, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 and a
minimum long-term debt rating of “Baa3” by Moody’s and a short-term rating of
“A-1” by S&P, and subject to supervision or examination by federal or state
authorities or is otherwise acceptable to each Rating Agency without a reduction
or withdrawal of their then current ratings of the Certificates as evidenced by
a letter from each Rating Agency to the Trustee, the Depositor and the Servicer.
 If such corporation 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 9.06, the combined capital and
surplus of such corporation 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 9.06, the Trustee shall resign immediately
in the manner and with the effect specified in Section 9.07.

Section 9.07.  Resignation or Removal of Trustee.
 The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Seller,
the Servicer and each Rating Agency.  Upon receiving such notice of
resignation, the Seller shall promptly appoint a successor Trustee (approved in
writing by the Servicer, so long as such approval shall not unreasonably be
withheld) by written instrument, in duplicate, copies of which instrument shall
be delivered to the resigning Trustee and the Successor Trustee;
provided, however, that any such successor Trustee shall be
subject to the prior written approval of the Servicer.  If no successor
Trustee shall have been so appointed and have accepted appointment within thirty
(30) days after the giving of such notice of resignation, the resigning 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 9.06 and shall fail to resign after
written request therefor by the Seller or the Depositor or if at any time the
Trustee shall be legally unable to act, or shall be adjudged a 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, then the Seller, the Depositor or the Servicer may remove the
Trustee.  If the Seller, the Depositor or the Servicer removes the Trustee
under the authority of the immediately preceding sentence, the Seller shall
promptly appoint a successor Trustee by written instrument, in duplicate, copies
of which instrument shall be delivered to the Trustee so removed and to the
successor Trustee.

The Holders of Certificates evidencing Voting Rights aggregating
over 50% of all Voting Rights may at any time remove the Trustee by written
instrument or instruments delivered to the Servicer, the Seller, the Depositor
and the Trustee; and the Seller shall thereupon use its best efforts to appoint
a successor trustee in accordance with this Section 9.07.

Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 9.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 9.08.

Section 9.08.  Successor Trustee.  Any successor
Trustee appointed as provided in Section 9.07 shall execute, acknowledge and
deliver to the Seller, the Servicer and to its predecessor Trustee 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
like effect as if originally named as Trustee.  The Depositor, the Seller,
the Servicer and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for 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 9.08 unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of Section 9.06.

If a successor Trustee is to become the Successor Servicer
hereunder, it shall be an Approved Servicer.  If a successor Trustee is not
to become the Successor Servicer hereunder, the entity then acting as Successor
Servicer hereunder shall continue to act in such capacity until such time as an
Approved Servicer has agreed to assume the role of Successor Servicer
hereunder.

Upon acceptance by a successor Trustee as provided in this Section
9.08, the Servicer shall mail notice of the succession of such Trustee hereunder
to all Holders of Certificates at their addresses as shown in the Certificate
Register and to each Rating Agency.  If the Servicer fails to mail such
notice within thirty (30) days after acceptance of appointment by the successor
Trustee, the successor Trustee shall cause such notice to be mailed at the
expense of the Servicer.

Section 9.09.  Merger or Consolidation of 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 9.06, without the execution or filing of any
paper or any further act on the part of any of the parties hereto.

Section 9.10.  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 or any Mortgaged Property 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, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 9.10, such powers, duties,
obligations, rights and trusts as the Servicer and the Trustee may consider
necessary or desirable.  Any such co-trustee or separate trustee shall be
subject to the written approval of the Servicer.  If the Servicer shall not
have joined in such appointment within fifteen (15) days after the receipt by it
of a request so to do, 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 9.06 and
no notice to Certificateholders of the appointment of any co-trustee or separate
trustee shall be required under Section 9.08.  The Seller shall be
responsible for the fees of any co-trustee or separate trustee appointed
hereunder.

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)

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 Trust 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

(iii)

the Servicer and the Trustee acting jointly may at any time accept
the resignation of or remove any separate trustee or co-trustee except that
following the occurrence of an Event of Default, the Trustee alone may accept
the resignation or remove any 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 then separate trustees and co-trustees,
as effectively as if given to each of them.  Every instrument appointing
any separate trustee or co-trustee shall refer to this Agreement and the
conditions of this Article IX.  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 Seller and the Servicer.

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 9.11.  Limitation of Liability.  The
Certificates are executed by the Trustee, not in its individual capacity but
solely as Trustee of the Trust, in the exercise of the powers and authority
conferred and vested in it by this Agreement.  Each of the undertakings and
agreements made on the part of the Trustee in the Certificates is made and
intended not as a personal undertaking or agreement by the Trustee but is made
and intended for the purpose of binding only the Trust.

Section 9.12.  Trustee May Enforce Claims Without
Possession of Certificates; Inspection.

(a)

All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such proceeding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee.  Any recovery of
judgment shall, after provision for the payment of the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, be
for the ratable benefit of the Certificateholders or in respect of which such
judgment has been recovered.

(b)

The Trustee shall afford the Seller, the Depositor, the Servicer
and each Certificateholder upon reasonable notice during normal business hours,
access to all records maintained by the Trustee in respect of its duties
hereunder and access to officers of the Trustee responsible for performing such
duties.  Upon request, the Trustee shall furnish the Seller, the Depositor,
the Servicer and any requesting Certificateholder with its most recent financial
statements.  The Trustee shall cooperate fully with the Seller, the
Depositor, the Servicer and such Certificateholder and shall make available to
the Seller, the Depositor, the Servicer and such Certificateholder for review
and copying such books, documents or records as may be requested with respect to
the Trustee’s duties hereunder.  The Seller, the Depositor, the Servicer
and the Certificateholders shall not have any responsibility or liability for
any action or failure to act by the Trustee and are not obligated to supervise
the performance of the Trustee under this Agreement or otherwise.

Section 9.13.  Suits for Enforcement.  In case an
Event of Default or other default by the Servicer or the Seller hereunder shall
occur and be continuing, the Trustee may proceed to protect and enforce its
rights and the rights of the Certificateholders under this Agreement by a suit,
action or proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy, as the Trustee, being advised by
counsel, shall deem most effectual to protect and enforce any of the rights of
the Trustee and the Certificateholders.

Section 9.14.  Appointment of Custodians.  The
Trustee may, with the consent of the Depositor, the Seller and the Servicer
(such consent to be evidenced by their execution of a Custodial Agreement),
appoint one or more Custodians to hold all or a portion of the Mortgage Files as
agent for the Trustee, by entering into a Custodial Agreement.  Each
Custodian shall be a depository institution or trust company subject to
supervision by federal or state authorities, shall have combined capital and
surplus of at least $50,000,000 and a minimum long-term debt rating of “Baa3”
and shall be qualified to do business in the jurisdiction in which it holds any
Mortgage File.

ARTICLE X




Termination

Section 10.01.  Termination.

(a)

The respective obligations and responsibilities of the Depositor,
the Seller, the Servicer, the Custodian and the Trustee created hereby (other
than the obligation of the Trustee to make certain payments to
Certificateholders after the final Distribution Date and the obligation of the
Servicer to send certain notices as hereinafter set forth) shall terminate upon
notice to the Trustee of the later of (x) the distribution to Certificateholders
of the final payment or collection with respect to the last Mortgage Loan (or
Monthly Advances of same by the Servicer) and (y) the disposition of all funds
with respect to the last Mortgage Loan and the remittance of all funds due under
the Agreement and the payment of all amounts due and payable to the Trustee.
 Notwithstanding the foregoing, in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last surviving
descendant of Joseph P. Kennedy, the late ambassador of the United States to the
Court of St. James, living on the date hereof.

The Servicer may, at its option, terminate this Agreement (such
right is referred to as the “Clean-Up Call”) on any Distribution Date on or
after the Optional Termination Date, by purchasing, on such Distribution Date,
all of the outstanding Mortgage Loans and REO Properties at a price equal to the
sum of (w) 100% of the aggregate Principal Balance of the Mortgage Loans plus
(x) the lesser of (A) the appraised value of any REO Property as determined by
the higher of two appraisals completed by two independent appraisers selected by
the Servicer and at the Servicer’s expense and (B) the Principal Balance of the
Mortgage Loan related to such REO Property plus (y) in each case, the greater of
(i) the aggregate amount of accrued and unpaid interest on the Mortgage Loans
through the related Due Period and (ii) thirty (30) days’ accrued interest
thereon at a rate equal to the Loan Rate, in each case net of the Servicing Fee
(the “Termination Price”); provided, however, that the Servicer
hereby covenants and agrees not to exercise the Clean-Up Call on any
Distribution Date unless the Termination Price is sufficient to provide the NIMs
Trust (in its capacity as the Holder of the Class P and Class BIO Certificates)
with a sufficient amount in cash to redeem in full all of the NIMs Notes
(including all accrued and unpaid interest thereon).

In connection with any such purchase pursuant to the preceding
paragraph, the Servicer shall deposit in the Distribution Account all amounts
then on deposit in the Collection Account (less amounts permitted to be
withdrawn by the Servicer pursuant to Section 3.03), which deposit shall be
deemed to have occurred immediately preceding such purchase.

Any such purchase shall be accomplished by deposit into the
Distribution Account on the Determination Date before such Distribution Date of
the Termination Price.

(b)

Notice of any termination, specifying the Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee by letter to Certificateholders mailed not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of such final
distribution specifying (i) the Distribution Date upon which final distribution
of the Certificates will be made upon presentation and surrender of Certificates
at the office or agency of the Trustee therein designated, (ii) the amount of
any such final distribution and (iii) 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 or agency of the
Trustee therein specified.

(c)

Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Holders of Certificates on the Distribution
Date for such final distribution, in proportion to the Percentage Interests of
their respective Certificates and to the extent that funds are available for
such purpose, an amount equal to the amount required to be distributed to
Certificateholders pursuant to Section 5.01 for such Distribution Date.

(d)

In the event that all of the Certificateholders shall not
surrender their Certificates for final payment and cancellation on or before
such final Distribution Date, the Trustee shall promptly following such date
cause all funds in the Distribution Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders and the Servicer (if the
Servicer has exercised its right to purchase the Mortgage Loans) or the Trustee
(in any other case) 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 one (1) year after
the second notice all the Offered 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 on deposit in such escrow account.

Section 10.02.  Additional Termination
Requirements.

(a)

In the event that the Servicer exercises its purchase option as
provided in Section 10.01, the Trust shall be terminated in accordance with the
following additional requirements, unless the Trustee shall have been furnished
with an Opinion of Counsel, at the expense of the Servicer without reimbursement
from the Trust, to the effect that the failure of the Trust to comply with the
requirements of this Section 10.02 will not (1) result in the imposition of
taxes on “prohibited transactions” of the Trust as defined in Section 860F of
the Code or (2) cause any REMIC to fail to qualify as a REMIC at any time that
any Regular Certificates are outstanding:

(i)

Within ninety (90) days prior to the final Distribution Date, the
Servicer shall adopt and the Trustee shall sign a plan of complete liquidation
for each REMIC meeting the requirements of a “Qualified Liquidation” under
Section 860F of the Code and any regulations thereunder;

(ii)

At or after the time of adoption of such a plan of complete
liquidation and at or prior to the final Distribution Date, the Trustee shall
sell all of the assets of the Trust to the Servicer for cash; and

(iii)

At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be distributed
or credited  (A) to the Trustee, as holder of the REMIC V Regular
Interests, the REMIC IV Regular Interests, the REMIC III Regular Interests and
the REMIC II Regular Interests, the unpaid principal balance thereof plus
accrued interest thereon, (B) to each Class of Certificates the amounts payable
pursuant to Section 5.01, (C) to the Residual Certificateholders all cash on
hand in the related REMIC after such payments and (D) if prior to the Interest
Rate Cap Termination Date, to the Class BIO Certificateholder, the Interest Rate
Cap Agreements and the rights to all payments subsequently received thereunder,
together with all required documentation to effect such assignment.

(b)

By their acceptance of the Certificates, the Holders thereof
hereby agree to appoint the Trustee as their attorney in fact to: (i) adopt such
a plan of complete liquidation (and the Certificateholders hereby appoint the
Trustee as their attorney in fact to sign such plan) as appropriate and (ii) to
take such other action in connection therewith as may be reasonably required to
carry out such plan of complete liquidation, all in accordance with the terms
hereof.

(c)

The costs of such plan of liquidation shall be paid for by the
Servicer without any right of reimbursement from the Trust.

ARTICLE XI




Miscellaneous Provisions

Section 11.01.  Amendment.

(a)

This Agreement may be amended from time to time by the Seller, the
Depositor, the Servicer, and the Trustee subject, in the case of any amendment
or modification which affects any right, benefit, duty or obligation of the
Custodian, to the consent of the Custodian, as applicable, in each case without
the consent of any of the Certificateholders, (i) to cure any ambiguity, (ii) to
correct any defective provisions or to correct or supplement any provisions
herein that may be inconsistent with any other provisions herein or the
expectations of Certificateholders, (iii) to add to the duties of the Servicer,
(iv) to add any other provisions with respect to matters or questions arising
under this Agreement which shall not be inconsistent with the provisions of this
Agreement, (v) to add or amend any provisions of this Agreement as required by
any Rating Agency or any other nationally recognized statistical rating agency
in order to maintain or improve any rating of each Class of Offered Certificates
(it being understood that, after obtaining the ratings in effect on the Closing
Date, none of the Trustee, the Seller, the Depositor, or the Servicer is
obligated to obtain, maintain or improve any such rating), (vi) to provide for
gross deposits to the Collection Account by the Servicer or (vii) to add or
amend any provisions of this Agreement to such extent as shall be necessary to
maintain the qualification of any REMIC as a REMIC; provided,
however, that (x) as evidenced by an Opinion of Counsel (at the expense
of the requesting party) in each case such action shall not adversely affect in
any material respect the interest of any Certificateholder, (y) in each case,
such action is necessary or desirable to maintain the qualification of any REMIC
as a REMIC or shall not adversely affect such qualification and (z) if the
opinion called for in clause (x) cannot be delivered with regard to an amendment
pursuant to clause (vii) above, such amendment is necessary to maintain the
qualification of any REMIC as a REMIC; and provided, further, that
the amendment shall not be deemed to adversely affect in any material respect
the interests of the Certificateholders and no Opinion of Counsel to that effect
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 Offered
Certificates.

(b)

This Agreement also may be amended from time to time by the
Seller, the Depositor, the Servicer, and the Trustee, subject, in the case of
any amendment or modification which affects any right, benefit, duty or
obligation of the Custodian, to the consent of the Custodian, as applicable,
with the consent of the Holders of each Class of Certificates which is affected
by such amendment, evidencing Voting Rights aggregating not less than 51% of
such Class (or in the case of an amendment which affects all classes, not less
than 51% of all of the Voting Rights in the Trust), 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
Certificateholders; provided, however, that no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments
on the Certificates which are required to be made on any Certificate without the
consent of the Holder of such Certificate or (ii) reduce the aforesaid
percentage required to consent to any such amendment, without the consent of the
Holders of all Certificates then outstanding.

(c)

[Reserved.]

(d)

Prior to the solicitation of consent of Certificateholders in
connection with any such amendment, the party seeking such amendment shall
furnish the Trustee with, at such party’s expense without reimbursement from the
Trust, an Opinion of Counsel stating whether such amendment would adversely
affect the qualification of any REMIC as a REMIC and notice of the conclusion
expressed in such Opinion of Counsel shall be included with any such
solicitation.  An amendment made with the consent of all Certificateholders
and executed in accordance with this Section 11.01 shall be permitted or
authorized by this Agreement notwithstanding that such Opinion of Counsel may
conclude that such amendment would adversely affect the qualification of any
REMIC as a REMIC.

(e)

Prior to the execution of any such amendment, the Trustee shall
furnish written notification of the substance of such amendment to each Rating
Agency.  In addition, promptly after the execution of any such amendment
made with the consent of the Certificateholders, the Trustee shall furnish
written notification of the substance of such amendment to each
Certificateholder.

(f)

It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment or consent, 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 requirements as the Trustee may
prescribe.

(g)

Notwithstanding the permissive language in Section 11.01(a) and
11.01(b), upon satisfaction of the conditions in Section 11.01(a) or 11.01(b) as
applicable, the Trustee shall execute and deliver the applicable amendment;
provided, however, that the Trustee shall not be required to
execute any amendment which, based on an Opinion of Counsel, materially and
adversely affects the rights, duties or immunities of the Trustee hereunder.

Section 11.02.  Recordation of Agreement.  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 Trustee, but only upon direction of Certificateholders,
accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of Certificateholders.
 The Certificateholders requesting such recordation shall bear all costs
and expenses of such recordation.  The Trustee shall have no obligation to
ascertain whether such recordation so affects the interests of the
Certificateholders.

Section 11.03.  Limitation on Rights of
Certificateholders.  The death or incapacity of any Certificateholder
shall not operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder’s legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Trust, nor 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 in Sections 8.01, 9.01, 9.02 and 11.01) or in any manner otherwise
control the operation and management of the Trust, 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 person 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 to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
the Holders of Offered Certificates evidencing Voting Rights aggregating not
less than 51% of all the Voting Interests shall have made written request upon
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 by the Trustee therein or thereby, and the Trustee, for sixty (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 equal, ratable and common benefit of all
Certificateholders.  For the protection and enforcement of the provisions
of this Section 11.03, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

Section 11.04.  Governing Law.  THIS AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(EXCLUDING PROVISIONS REGARDING CONFLICTS OF LAWS) AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

Section 11.05.  Notices.

(a)

All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by certified mail, return receipt requested, to (a) in the case of the
Seller, Delta Financial Corporation, 1000 Woodbury Road, Suite 200, Woodbury, NY
 11797, (b) in the case of the Depositor, Renaissance Mortgage Acceptance
Corp., 1000 Woodbury Road, Woodbury, NY 11797, (c) in the case of the Servicer,
Ocwen Federal Bank FSB, The Forum, Suite 1002, 1675 Palm Beach Lakes Boulevard,
West Palm Beach, Florida 33401, Attention:  Secretary, (d) in the case of
the Trustee, to the Corporate Trust Office; (e) in the case of S&P, 55 Water
Street, 41st Floor, New York, New York 10041, Attention: Residential Mortgage
Group, (f) in the case of Fitch, One State Street Plaza, New York, New York
10004, (g) in the case of Moody’s, 99 Church Street, 4th Fl., New York, New York
10004, or (h) as to each party, at such other address as shall be designated by
such party in a written notice to each other party.  Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register.  Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.  Any notice or other document
required to be delivered or mailed by the Trustee to any Rating Agency shall be
given on a best efforts basis and only as a matter of courtesy and accommodation
and the Trustee shall have no liability for failure to deliver such notice or
document to any Rating Agency.

(b)

Notice to Rating Agencies.  The Trustee and the
Servicer shall each be obligated to use its best efforts promptly to provide
notice, at the expense of the Servicer, to each Rating Agency with respect to
each of the following of which a Responsible Officer of the Trustee or Servicer,
as the case may be, 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 or
waived;

(iii)

The resignation or termination of the Servicer or the Trustee;

(iv)

The final payment to Holders of the Certificates of any Class;

(v)

Any change in the location of any Account; and

(vi)

Any event that would result in the inability of the Trustee to
make advances regarding delinquent Mortgage Loans.

(c)

The Trustee shall promptly furnish to each Rating Agency copies of
the following:

(i)

Each annual report to Certificateholders described in Section
5.03; and

(ii)

Each statement to Certificateholders described in Section 5.03;
and

(d)

The Servicer shall promptly furnish to each Rating Agency copies
of the following:

(i)

Each annual statement as to compliance described in Section
3.09;

(ii)

Each annual independent public accountants’ servicing report
described in Section 3.10; and

(iii)

Each notice delivered pursuant to Section 8.01(b) which relates to
the fact that the Servicer has not made a Monthly Advance.

Any such notice pursuant to this Section 11.05 shall be in writing
and shall be deemed to have been duly given if personally delivered or mailed by
first class mail, postage prepaid, or by express delivery service to the
addresses specified above for each such Rating Agency.

Section 11.06.  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 11.07.  Assignment.  Notwithstanding
anything to the contrary contained herein, except as provided in Sections 7.02,
7.04 and 7.05 (or 3.01), this Agreement may not be assigned by the Seller or the
Servicer without the prior written consent of the Holders of the Certificates
evidencing Percentage Interests aggregating not less than 66%.
 Notwithstanding the foregoing, the Servicer may assign its rights to
reimbursement for Monthly Advances, Servicing Advances and Noncoverable Advances
without Certificateholder consent.

Section 11.08.  Certificates Nonassessable and Fully
Paid.  The parties agree that the Certificateholders shall not be
personally liable for obligations of the Trust, that the beneficial ownership
interests represented by the Certificates shall be nonassessable for any losses
or expenses of the Trust or for any reason whatsoever, and that the Certificates
upon execution, authentication and delivery thereof by the Trustee pursuant to
Section 6.02 are and shall be deemed fully paid.

Section 11.09.  Third-Party Beneficiaries.  This
Agreement will inure to the benefit of and be binding upon the parties hereto,
the Certificateholders, the Certificate Owners and their respective successors
and permitted assigns.  Except as otherwise provided in this Agreement, no
other person will have any right or obligation hereunder.

Section 11.10.  Counterparts.  This Agreement may
be executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.

Section 11.11.  Effect of Headings and Table of
Contents.  The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction
hereof.

Section 11.12.  Mortgage Loans and Accounts Held for
Benefit of the Certificateholders.  The Trustee shall hold the Mortgage
Loans, all sums on deposit in each Account from time to time, and the Interest
Rate Cap Agreements for the benefit of the Certificateholders.  The
Servicer hereby acknowledges and agrees that it shall service the Mortgage Loans
for the benefit of the Certificateholders.

Section 11.13.  Waiver of Jury Trial.  EACH
PARTY HERBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, WAIVES (TO THE EXTENT
PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY
DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH
DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.




 




IN WITNESS WHEREOF, the Seller, the Depositor, the Servicer and
the Trustee have caused this Agreement to be duly executed by their respective
officers all as of the day and year first above written.

DELTA
FUNDING CORPORATION,

as
Seller

By
 /s/ Morris
Kutcher                              

Name:

Morris
Kutcher

Title:

Vice
President




RENAISSANCE
MORTGAGE ACCEPTANCE 
  CORP.,

as
Depositor

By
 /s/ Dawn
Ceccarini                               

Name:

DawnCeccarini

Title:

Vice
President







OCWEN
FEDERAL BANK FSB,

as
Servicer

By
 /s/ Andrew G.
Dokos                             

Name:

Andrew
G. Dokos

Title:

Vice
President and Treasurer




WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as
Trustee

By
 /s/ Sandra
Whalen                                  

Name:

Sandra
Whalen

Title:

Vice
President




 







State
of New York  

)

)
ss.:

County
of New York

)




On the 30th day of March 2004, before me, a notary public in and
for the State of New York, personally appeared Morris Kutcher known to me who,
being by me duly sworn, did depose and say that he is the Vice President of
Delta Funding Corporation one of the parties that executed the foregoing
instrument; and that he signed his name thereto by order of the Board of
Directors.




/s/
Bunny
Cha                                         

Notary
Public




[Notarial
Seal]




State
of New York  

)

)
ss.:

County
of New York 

)




On the 30th day of March 2004, before me, a notary public in and
for the State of New York, personally appeared Dawn Ceccarini known to me who,
being by me duly sworn, did depose and say that she is the Vice President of
Renaissance Mortgage Acceptance Corp. one of the parties that executed the
foregoing instrument; and that she signed her name thereto by order of the Board
of Directors.




/s/
Bunny
Cha                                         

Notary
Public




[Notarial
Seal]







State
of Florida

)

)
ss.:

County
of Palm Beach

)




On the 30th day of March 2004, before me, a notary public in and
for the State of Florida, personally appeared Andrew Dokos known to me who,
being by me duly sworn, did depose and say that s/he is the Vice President of
Ocwen Federal Bank FSB one of the parties that executed the foregoing
instrument; and that s/he signed his/her name thereto by order of the Board of
Directors.




/s/
Patricia
Robertson                                 

Notary
Public




[Notarial
Seal]




State
of

 New
York

)

)
ss.:

County
of New York

)




On the 30th day of March 2004, before me, a notary public in and
for the State of New York, personally appeared Sandra Whalen known to me who,
being by me duly sworn, did depose and say that s/he is the Vice President of
Wells Fargo Bank, National Association, one of the parties that executed the
foregoing instrument; and that s/he signed his/her name thereto by order of the
Board of Directors.




/s/
Deborah
Daniels                                      

Notary
Public




[Notarial
Seal]