AMERIQUEST MORTGAGE SECURITIES INC.

                                    Depositor



                           AMERIQUEST MORTGAGE COMPANY

                                 Master Servicer



                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY


                                     Trustee




                    ----------------------------------------

                         POOLING AND SERVICING AGREEMENT
                            Dated as of June 1, 2004
                    ----------------------------------------







                     Asset-Backed Pass-Through Certificates

                                 Series 2004-R5




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                                                 TABLE OF CONTENTS
                                                 -----------------

SECTION                                                                                                        PAGE
-------                                                                                                        ----

                                                     ARTICLE I

                                                    DEFINITIONS
<S>                        <C>
         SECTION 1.01.     Defined Terms..........................................................................3
         SECTION 1.02.     Allocation of Certain Interest Shortfalls.............................................50
         SECTION 1.03      Rights of the NIMS Insurer............................................................51

                                                    ARTICLE II

                                           CONVEYANCE OF MORTGAGE LOANS;
                                         ORIGINAL ISSUANCE OF CERTIFICATES

         SECTION 2.01.     Conveyance of Mortgage Loans..........................................................52
         SECTION 2.02.     Acceptance of REMIC I by the Trustee..................................................54
         SECTION 2.03.     Repurchase or Substitution of Mortgage Loans by the Seller or the
                           Depositor; Payment of Prepayment Charge Payment Amounts.
                                    .............................................................................56
         SECTION 2.04.     [Reserved]............................................................................59
         SECTION 2.05.     Representations, Warranties and Covenants of the Master Servicer.
                            .....................................................................................59
         SECTION 2.06.     Issuance of the REMIC I Regular Interests and the Class R-I Interest.
                            .....................................................................................62
         SECTION 2.07.     Conveyance of the REMIC I Regular Interests; Acceptance of
                           REMIC II by the Trustee; Issuance of Class R Certificates.............................62

                                                    ARTICLE III

                                           ADMINISTRATION AND SERVICING
                                               OF THE MORTGAGE LOANS

         SECTION 3.01.     Master Servicer to Act as Master Servicer.............................................64
         SECTION 3.02.     Collection of Certain Mortgage Loan Payments..........................................66
         SECTION 3.03.     [Reserved]............................................................................67
         SECTION 3.04.     Collection Account, Escrow Account and Distribution Account.
                            .....................................................................................67
         SECTION 3.05.     Permitted Withdrawals From the Collection Account, Escrow
                           Account and Distribution Account......................................................71
         SECTION 3.06.     Investment of Funds in the Collection Account, the Escrow Account,
                           the REO Account and the Distribution Account..........................................74
         SECTION 3.07.     Payment of Taxes, Insurance and Other Charges.........................................75
         SECTION 3.08.     Maintenance of Hazard Insurance.......................................................76
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                                                        ii

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SECTION                                                                                                        PAGE
-------                                                                                                        ----
<S>                        <C>
         SECTION 3.09.     Maintenance of Mortgage Blanket Insurance.............................................77
         SECTION 3.10.     Fidelity Bond; Errors and Omissions Insurance.........................................77
         SECTION 3.11.     Enforcement of Due-On-Sale Clauses; Assumption Agreements.
                            .....................................................................................77
         SECTION 3.12.     Realization Upon Defaulted Mortgage Loans.............................................78
         SECTION 3.13.     Title, Management and Disposition of REO Property.....................................80
         SECTION 3.14.     [Reserved]............................................................................83
         SECTION 3.15.     Reports of Foreclosure and Abandonment of Mortgaged Properties.
                            .....................................................................................83
         SECTION 3.16.     Optional Purchase of Defaulted Mortgage Loans.........................................84
         SECTION 3.17.     Trustee to Cooperate; Release of Mortgage Files.......................................84
         SECTION 3.18.     Servicing Compensation................................................................86
         SECTION 3.19.     Statement as to Compliance............................................................86
         SECTION 3.20.     Independent Public Accountants' Servicing Report......................................87
         SECTION 3.21.     Access to Certain Documentation.......................................................87
         SECTION 3.22.     [Reserved]............................................................................87
         SECTION 3.23.     Advance Facility......................................................................87

                                                    ARTICLE IV

                                          PAYMENTS TO CERTIFICATEHOLDERS

         SECTION 4.01.     Distributions.........................................................................90
         SECTION 4.02.     Statements to Certificateholders......................................................98
         SECTION 4.03.     Remittance Reports and Other Reports to the Trustee; Advances;
                           Payments in Respect of Prepayment Interest Shortfalls................................102
         SECTION 4.04.     Allocation of Realized Losses........................................................104
         SECTION 4.05.     Compliance with Withholding Requirements.............................................106
         SECTION 4.06.     Commission Reporting.................................................................106
         SECTION 4.07.     [Reserved]...........................................................................108
         SECTION 4.08.     [Reserved]...........................................................................108
         SECTION 4.09.     [Reserved]...........................................................................108
         SECTION 4.10      Net WAC Rate Carryover Reserve Account...............................................108

                                                     ARTICLE V

                                                 THE CERTIFICATES

         SECTION 5.01.     The Certificates.....................................................................110
         SECTION 5.02.     Registration of Transfer and Exchange of Certificates................................112
         SECTION 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates....................................117
         SECTION 5.04.     Persons Deemed Owners................................................................117
         SECTION 5.05.     Certain Available Information........................................................117
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                                                        iii

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SECTION                                                                                                        PAGE
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<S>                        <C>
                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

         SECTION 6.01.     Liability of the Depositor and the Master Servicer...................................119
         SECTION 6.02.     Merger or Consolidation of the Depositor or the Master Servicer.
                            ....................................................................................119
         SECTION 6.03.     Limitation on Liability of the Depositor, the Master Servicer and
                           Others...............................................................................119
         SECTION 6.04.     Limitation on Resignation of the Master Servicer.....................................120
         SECTION 6.05.     Rights of the Depositor in Respect of the Master Servicer............................121
         SECTION 6.06.     Sub-Servicing Agreements Between the Master Servicer and Sub-
                           Servicers............................................................................121
         SECTION 6.07.     Successor Sub-Servicers..............................................................123
         SECTION 6.08.     Liability of the Master Servicer.....................................................123
         SECTION 6.09.     No Contractual Relationship Between Sub-Servicers and the NIMS
                           Insurer, the Trustee or Certificateholders...........................................123
         SECTION 6.10.     Assumption or Termination of Sub-Servicing Agreements by Trustee.
                            ....................................................................................124
         SECTION 6.11.     Sub-Servicing Accounts...............................................................124

                                                    ARTICLE VII

                                                      DEFAULT

         SECTION 7.01.     Master Servicer Events of Default....................................................125
         SECTION 7.02.     Trustee to Act; Appointment of Successor.............................................127
         SECTION 7.03.     Notification to Certificateholders...................................................129
         SECTION 7.04.     Waiver of Master Servicer Events of Default..........................................129

                                                   ARTICLE VIII

                                              CONCERNING THE TRUSTEE

         SECTION 8.01.     Duties of Trustee....................................................................131
         SECTION 8.02.     Certain Matters Affecting the Trustee................................................132
         SECTION 8.03.     The Trustee Not Liable for Certificates or Mortgage Loans............................133
         SECTION 8.04.     Trustee May Own Certificates.........................................................133
         SECTION 8.05.     Trustee's Fees and Expenses..........................................................134
         SECTION 8.06.     Eligibility Requirements for Trustee.................................................134
         SECTION 8.07.     Resignation and Removal of the Trustee...............................................135
         SECTION 8.08.     Successor Trustee....................................................................135
         SECTION 8.09.     Merger or Consolidation of Trustee...................................................136
         SECTION 8.10.     Appointment of Co-Trustee or Separate Trustee........................................136
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                                                        iv

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SECTION                                                                                                        PAGE
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<S>                        <C>
         SECTION 8.11.     Appointment of Custodians............................................................137
         SECTION 8.12.     Appointment of Office or Agency......................................................138
         SECTION 8.13.     Representations and Warranties of the Trustee........................................138

                                                    ARTICLE IX

                                                    TERMINATION

         SECTION 9.01      Termination Upon Repurchase or Liquidation of All Mortgage Loans.
                            ....................................................................................140
         SECTION 9.02      Additional Termination Requirements..................................................142

                                                     ARTICLE X

                                                 REMIC PROVISIONS

         SECTION 10.01.    REMIC Administration.................................................................143
         SECTION 10.02.    Prohibited Transactions and Activities...............................................145
         SECTION 10.03.    Master Servicer and Trustee Indemnification..........................................146

                                           ARTICLE XI

                                    MISCELLANEOUS PROVISIONS

         SECTION 11.01.    Amendment............................................................................147
         SECTION 11.02.    Recordation of Agreement; Counterparts...............................................148
         SECTION 11.03.    Limitation on Rights of Certificateholders...........................................148
         SECTION 11.04.    Governing Law........................................................................149
         SECTION 11.05.    Notices..............................................................................149
         SECTION 11.06.    Severability of Provisions...........................................................150
         SECTION 11.07.    Notice to Rating Agencies and the NIMS Insurer.......................................150
         SECTION 11.08.    Article and Section References.......................................................151
         SECTION 11.09.    Grant of Security Interest...........................................................151
         SECTION 11.10     Third Party Rights...................................................................152
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                                                         v

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Exhibits
--------
<S>               <C>
Exhibit A-1       Form of Class A-1A Certificate
Exhibit A-2       Form of Class A-1B Certificate
Exhibit A-3       Form of Class A-2 Certificate
Exhibit A-4       Form of Class A-3 Certificate
Exhibit A-5       Form of Class A-4 Certificate
Exhibit A-6       Form of Class M-1 Certificate
Exhibit A-7       Form of Class M-2 Certificate
Exhibit A-8       Form of Class M-3 Certificate
Exhibit A-9       Form of Class M-4 Certificate
Exhibit A-10      Form of Class M-5 Certificate
Exhibit A-11      Form of Class M-6 Certificate
Exhibit A-12      Form of Class M-7 Certificate
Exhibit A-13      Form of Class CE Certificate
Exhibit A-14      Form of Class P Certificate
Exhibit A-15      Form of Class R Certificate
Exhibit A-16      Form of Class R-X Certificate
Exhibit B         Form of Lost Note Affidavit
Exhibit C-1       Form of Trustee's Initial Certification
Exhibit C-2       Form of Trustee's Final Certification
Exhibit C-3       Form of Trustee's Receipt of Mortgage Note
Exhibit D         Form of Mortgage Loan Purchase Agreement
Exhibit E         Request for Release
Exhibit F-1       Form of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of Class CE and Class P Certificates Pursuant to
                  Rule 144A Under the 1933 Act
Exhibit F-2       Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in
                  Connection with Transfer of Residual Certificates
Exhibit G         Form of Certification with respect to ERISA and the Code
Exhibit H         Form of Cap Contracts
Exhibit I         Loss Mitigation Action Plan
Exhibit J-1       Form of Certification to Be Provided by the Depositor with Form 10-K
Exhibit J-2       Form of Certification to Be Provided to Depositor by the Trustee
Exhibit K         Annual Statement of Compliance pursuant to Section 3.19

Schedule 1        Mortgage Loan Schedule
Schedule 2        Prepayment Charge Schedule
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                                       vi

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                  This Pooling and Servicing Agreement, is dated and effective
as of June 1, 2004, among AMERIQUEST MORTGAGE SECURITIES INC., as Depositor,
AMERIQUEST MORTGAGE COMPANY, as Master Servicer and DEUTSCHE BANK NATIONAL TRUST
COMPANY, as Trustee.

                             PRELIMINARY STATEMENT:

                  The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
each REMIC (as defined herein) created hereunder. The Trust Fund will consist of
a segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement.

                                     REMIC I
                                     -------

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets (other than any Master Servicer Prepayment Charge Payment
Amounts, the Net WAC Rate Carryover Reserve Account and the Cap Contracts)
subject to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC I." The Class R-I
Interest will be the sole class of "residual interests" in REMIC I for purposes
of the REMIC Provisions (as defined herein). The following table irrevocably
sets forth the designation, the REMIC I Remittance Rate, the initial
Uncertificated Balance and, solely for purposes of satisfying Treasury
regulation section 1.860G- 1(a)(4)(iii), the "latest possible maturity date" for
each of the REMIC I Regular Interests (as defined herein). None of the REMIC I
Regular Interests will be certificated.



<TABLE>
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                                      REMIC I                        Initial                   Latest Possible
       Designation                Remittance Rate             Uncertificated Balance          Maturity Date(1)
       -----------                ---------------             ----------------------          ----------------
<S>                                 <C>                          <C>                            <C>
        I-LTAA                      Variable(2)                  $   490,000,151.42             July 25, 2034
        I-LTA1A                     Variable(2)                  $     3,095,000.00             July 25, 2034
        I-LTA1B                     Variable(2)                  $       343,850.00             July 25, 2034
        I-LTA2                      Variable(2)                  $       381,000.00             July 25, 2034
        I-LTA3                      Variable(2)                  $       189,000.00             July 25, 2034
        I-LTA4                      Variable(2)                  $       146,150.00             July 25, 2034
        I-LTM1                      Variable(2)                  $       287,500.00             July 25, 2034
        I-LTM2                      Variable(2)                  $       237,500.00             July 25, 2034
        I-LTM3                      Variable(2)                  $        50,000.00             July 25, 2034
        I-LTM4                      Variable(2)                  $        62,500.00             July 25, 2034
        I-LTM5                      Variable(2)                  $        45,000.00             July 25, 2034
        I-LTM6                      Variable(2)                  $        37,500.00             July 25, 2034
        I-LTM7                      Variable(2)                  $        50,000.00             July 25, 2034
        I-LTZZ                      Variable(2)                  $     5,075,003.09             July 25, 2034
         I-LTP                      Variable(2)                  $           100.00             July 25, 2034
        I-1SUB                      Variable(2)                  $        13,987.43             July 25, 2034
        I-1GRP                      Variable(2)                  $        82,764.44             July 25, 2034
        I-2SUB                      Variable(2)                  $         2,912.60             July 25, 2034
        I-2GRP                      Variable(2)                  $        17,235.60             July 25, 2034
         I-XX                       Variable(2)                  $   499,883,254.44             July 25, 2034
</TABLE>
----------------



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(1)      Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each REMIC I
         Regular Interest.
(2)      Calculated in accordance with the definition of "REMIC I Remittance
         Rate" herein.

                                    REMIC II
                                    --------

          As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II." The Class R-II Interest will evidence the sole class
of "residual interests" in REMIC II for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, solely for purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated
Classes of Certificates.


<TABLE>
<CAPTION>



                                                                 Initial Aggregate
                                                               Certificate Principal          Latest Possible
           Designation                Pass-Through Rate               Balance                 Maturity Date(1)
           -----------                -----------------               -------                 ----------------
<S>                                      <C>                      <C>                           <C>
           Class A-1A                    Variable(2)              $ 619,000,000.00              July 25, 2034
           Class A-1B                    Variable(2)              $  68,770,000.00              July 25, 2034
            Class A-2                    Variable(2)              $  76,200,000.00              July 25, 2034
            Class A-3                    Variable(2)              $  37,800,000.00              July 25, 2034
            Class A-4                    Variable(2)              $  29,230,000.00              July 25, 2034
            Class M-1                    Variable(2)              $  57,500,000.00              July 25, 2034
            Class M-2                    Variable(2)              $  47,500,000.00              July 25, 2034
            Class M-3                    Variable(2)              $  10,000,000.00              July 25, 2034
            Class M-4                    Variable(2)              $  12,500,000.00              July 25, 2034
            Class M-5                    Variable(2)              $   9,000,000.00              July 25, 2034
            Class M-6                    Variable(2)              $   7,500,000.00              July 25, 2034
            Class M-7                    Variable(2)              $  10,000,000.00              July 25, 2034
        Class CE Interest               Variable(2)(3)            $  15,000,309.00              July 25, 2034
        Class P Interest                    N/A(4)                $         100.00              July 25, 2034
</TABLE>
----------------
(1)       Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each Class of
         Certificates.
(2)      Calculated in accordance with the definition of "Pass-Through Rate"
         herein.
(3)      The Class CE Interest will accrue interest at its variable Pass-Through
         Rate on the Notional Amount of the Class CE Interest outstanding from
         time to time which shall equal the Uncertificated Balance of the REMIC
         I Regular Interests (other than REMIC I Regular Interest I-LTP). The
         Class CE Interest will not accrue interest on its Certificate Principal
         Balance.
(4)      The Class P Interest will not accrue interest.




                                        2

<PAGE>



                                    REMIC III
                                    ---------

                  As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the Class CE Interest as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC III." The Class R-III Interest will evidence the sole
class of "residual interests" in REMIC III for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, Pass-Through Rate and initial aggregate Certificate Principal
Balance and, solely for purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated
Classes of Certificates:


<TABLE>
<CAPTION>

                                                                  Initial Aggregate
                                                                Certificate Principal            Latest Possible
      Class Designation             Pass-Through Rate                  Balance                  Maturity Date(1)
      -----------------             -----------------                  -------                  ----------------
<S>                                    <C>                         <C>                            <C>
    Class CE Certificates              Variable(2)                 $ 15,000,309.00                July 25, 2034
</TABLE>
---------------
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loan with the latest maturity date has been designated as
     the "latest possible maturity date" for the Class CE Certificates.
(2)  The Class CE Certificates will receive 100% of amounts received in respect
     of the Class CE Interest.



                                        3

<PAGE>



                                    REMIC IV
                                    --------

                  As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the Class P Interest as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC IV." The Class R-IV Interest represents the sole class
of "residual interests" in REMIC IV for purposes of the REMIC Provisions. The
following table sets forth the designation, Pass-Through Rate and initial
aggregate Certificate Principal Balance and, solely for purposes of satisfying
Treasury regulation section 1.860G- 1(a)(4)(iii), the "latest possible maturity
date" for the indicated Class of Certificates:


<TABLE>
<CAPTION>

                                                                  Initial Aggregate
                                                                Certificate Principal            Latest Possible
      Class Designation             Pass-Through Rate                  Balance                  Maturity Date(1)
      -----------------             -----------------                  -------                  ----------------
<S>                                    <C>                             <C>                        <C>
    Class P Certificates               Variable(2)                     $100.00                    July 25, 2034
</TABLE>
---------------
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loans with the latest maturity date has been designated as
     the "latest possible maturity date" for the Class P Certificates.
(2)  The Class P Certificates will receive 100% of amounts received in respect
     of the Class P Interest.

         As of the Cut-off Date, the Group I Mortgage Loans had an aggregate
Scheduled Principal Balance equal to 827,644,425.36 and the Group II Mortgage
Loans had an aggregate Scheduled Principal Balance equal to $172,355,983.67.

         In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:




                                        4

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01. Defined Terms.

         Whenever used in this Agreement, including, without limitation, in the
Preliminary Statement hereto, the following words and phrases, unless the
context otherwise requires, shall have the meanings specified in this Article.
Unless otherwise specified, all calculations described herein shall be made on
the basis of a 360-day year consisting of twelve 30-day months and all
calculations on each Regular Interest shall be made on the basis of a 360-day
year and the actual number of days in the month.

         "Accrued Certificate Interest": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual Certificates)
and each Distribution Date, interest accrued during the related Interest Accrual
Period at the Pass-Through Rate for such Certificate for such Distribution Date
on the Certificate Principal Balance, in the case of the Adjustable-Rate
Certificates and the Fixed-Rate Certificates or the Notional Amount in the case
of the Class CE Certificates, of such Certificate immediately prior to such
Distribution Date. The Class P Certificates are not entitled to distributions in
respect of interest and, accordingly, shall not accrue interest. All
distributions of interest on the Adjustable-Rate Certificates will be calculated
on the basis of a 360-day year and the actual number of days in the applicable
Interest Accrual Period. All distributions of interest on the Fixed-Rate
Certificates and the Class CE Certificates will be based on a 360-day year
consisting of twelve 30-day months. Accrued Certificate Interest with respect to
each Distribution Date, as to any Class A Certificate or Mezzanine Certificate,
shall be reduced by an amount equal to the portion allocable to such Certificate
pursuant to Section 1.02 hereof of the sum of (a) the aggregate Prepayment
Interest Shortfall, if any, for such Distribution Date to the extent not covered
by payments pursuant to Section 4.03(e) or allocated to the Class CE
Certificates pursuant to Section 1.02 and (b) the aggregate amount of any Relief
Act Interest Shortfall, if any, for such Distribution Date not allocated to the
Class CE Certificates pursuant to Section 1.02. Accrued Certificate Interest
with respect to each Distribution Date and any Class CE Certificate shall be
reduced by (a) Prepayment Interest Shortfalls, if any, allocated to such Class
of Certificates pursuant to Section 1.02 hereof, (b) Relief Act Interest
Shortfalls, if any, allocated to such Class of Certificates pursuant to Section
1.02 hereof and (c) an amount equal to the portion of Realized Losses, if any,
allocable to interest on the Class CE Certificate pursuant to Section 4.04
hereof.

         "Adjustable-Rate Certificates": The Class A Certificates and the
Mezzanine Certificates.

         "Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans identified
on the Mortgage Loan Schedule as having a Mortgage Rate that is subject to
adjustment.

         "Adjustment Date": With respect to each Adjustable-Rate Mortgage Loan,
the first day of the month in which the Mortgage Rate of such Mortgage Loan
changes pursuant to the related Mortgage Note. The first Adjustment Date
following the Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth
in the Mortgage Loan Schedule.



                                        5

<PAGE>



         "Advance": As to any Mortgage Loan or REO Property, any advance made by
the Master Servicer or a successor Master Servicer in respect of any
Distribution Date representing the aggregate of all payments of principal and
interest, net of the Servicing Fee, that were due during the related Due Period
on the Mortgage Loans and that were delinquent on the related Determination
Date, plus certain amounts representing assumed payments not covered by any
current net income on the Mortgaged Properties acquired by foreclosure or deed
in lieu of foreclosure as determined pursuant to Section 4.03.

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

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

         "Allocated Realized Loss Amount": With respect to any Distribution Date
and any Class of Mezzanine Certificates or the Class A-1B Certificates, the sum
of (i) the Realized Losses allocated to such Class of Certificates on such
Distribution Date and (ii) the amount of any Allocated Realized Loss Amount
remaining from the previous Distribution Date, reduced by the amount of the
increase in the Certificate Principal Balance of such Class of Certificates due
to the receipt of Subsequent Recoveries as provided in Section 4.01.

         "Applicable Regulations": As to any Mortgage Loan, all federal, state
and local laws, statutes, rules and regulations applicable thereto.

         "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom if applicable,
the mortgage recordation information which has not been returned by the
applicable recorder's office and/or the assignee's name), which is sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect of record the sale of the Mortgage.

         "Available Funds": With respect to any Distribution Date, an amount
equal to (1) the sum of (a) the aggregate of the amounts on deposit in the
Collection Account and Distribution Account as of the close of business on the
related Determination Date, including any Subsequent Recoveries, (b) the
aggregate of any amounts received in respect of an REO Property withdrawn from
any REO Account and deposited in the Distribution Account for such Distribution
Date pursuant to Section 3.13, (c) Compensating Interest, if any, deposited in
the Distribution Account by the Master Servicer in respect of Prepayment
Interest Shortfalls for such Distribution Date pursuant to Section 4.03(e), (d)
the aggregate of any Advances made by the Master Servicer for such Distribution
Date pursuant to Section 4.03 and (e) the aggregate of any Advances made by the
successor Master Servicer or the Trustee for such Distribution Date pursuant to
Section 7.02(b), reduced (to not less than zero) by (2) the sum of (x) the
portion of the amount described in clause (1)(a) above that represents (i)
Monthly Payments on the Mortgage Loans received from a Mortgagor on or prior to
the Determination Date


                                        6

<PAGE>



but due during any Due Period subsequent to the related Due Period, (ii)
Principal Prepayments on the Mortgage Loans received after the related
Prepayment Period (together with any interest payments received with such
Principal Prepayments to the extent they represent the payment of interest
accrued on the Mortgage Loans during a period subsequent to the related
Prepayment Period), (iii) Liquidation Proceeds, Insurance Proceeds and
Subsequent Recoveries received in respect of the Mortgage Loans after the
related Prepayment Period, (iv) amounts reimbursable or payable to the
Depositor, the Master Servicer, the Trustee, the Seller or any Sub-Servicer
pursuant to Section 3.05 or Section 3.06 or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (v) Stayed Funds, (vi) the Trustee Fee
payable from the Distribution Account pursuant to Section 8.05, (vii) amounts
deposited in the Collection Account or the Distribution Account in error and
(viii) the amount of any Prepayment Charges collected by the Master Servicer and
the amount of any Master Servicer Prepayment Charge Payment Amounts and (y)
amounts reimbursable to the Trustee for an advance made pursuant to Section
7.02(b) which advance the Trustee has determined to be nonrecoverable from the
Stayed Funds in respect of which it was made.

         "Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11 of the
United States Code), as amended.

         "Bankruptcy Loss": With respect to any Mortgage Loan, a Realized Loss
resulting from a Deficient Valuation or Debt Service Reduction.

         "Book-Entry Certificate": Any Certificate registered in the name of the
Depository or its nominee. Initially, the Book-Entry Certificates will be the
Class A Certificates and the Mezzanine Certificates.

         "Book-Entry Custodian": The custodian appointed pursuant to Section
5.01.

         "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking or savings and loan institutions in the State of California, the
State of New York, or in the city in which the Corporate Trust Office of the
Trustee is located, are authorized or obligated by law or executive order to be
closed.

         "Cap Amount": For each Class of Adjustable Rate Certificates, is equal
to (i) the aggregate amount received by the Trust Fund from the related Cap
Contract, multiplied by (ii) a fraction equal to (a) the Certificate Principal
Balance of such Class immediately prior to the applicable Distribution Date
divided by (b) the aggregate Certificate Principal Balance immediately prior to
the applicable Distribution Date of all Classes of Adjustable Rate Certificates,
directly benefitting from such Cap Contract.

         "Cap Contract Excess": With respect to any Cap Contract and
Distribution Date, the excess, if any, of the then applicable maximum rate set
forth in such Cap Contract over the then applicable strike rate set forth in
such Cap Contract.

         "Cap Contracts": The interest rate corridors between Deutsche Bank
National Trust Company, as Trustee, and the counterparty thereunder, for the
benefit of the Holders of (i) the Class A-1A Certificates, (ii) the Class A-1B
Certificates, (iii) the Class A-2 Certificates, the Class A-3


                                        7

<PAGE>



Certificates and the Class A-4 Certificates, collectively, and (iv) the
Mezzanine Certificates, collectively, forms of which are attached hereto as
Exhibit H.

         "Certificate": Any one of the Depositor's Asset-Backed Pass-Through
Certificates, Series 2004-R5, Class A-1A, Class A-1B, Class A-2, Class A-3,
Class A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and
Class M-7, Class CE, Class P, Class R and Class R-X, issued under this
Agreement.

         "Certificate Factor": With respect to any Class of Regular Certificates
as of any Distribution Date, a fraction, expressed as a decimal carried to six
places, the numerator of which is the aggregate Certificate Principal Balance
(or the Notional Amount, in the case of the Class CE Certificates) of such Class
of Certificates on such Distribution Date (after giving effect to any
distributions of principal and allocations of Realized Losses in reduction of
the Certificate Principal Balance (or the Notional Amount, in the case of the
Class CE Certificates) of such Class of Certificates to be made on such
Distribution Date), and the denominator of which is the initial aggregate
Certificate Principal Balance (or the Notional Amount, in the case of the Class
CE Certificates) of such Class of Certificates as of the Closing Date.

         "Certificateholder" or "Holder": The Person in whose name a Certificate
is registered in the Certificate Register, except that a Disqualified
Organization or a Non-United States Person shall not be a Holder of a Residual
Certificate for any purposes hereof and, solely for the purposes of giving any
consent pursuant to this Agreement, any Certificate registered in the name of
the Depositor or the Master Servicer or any Affiliate thereof shall be deemed
not to be outstanding and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent has been obtained, except as
otherwise provided in Section 11.01. The Trustee and the NIMS Insurer may
conclusively rely upon a certificate of the Depositor or the Master Servicer in
determining whether a Certificate is held by an Affiliate thereof. All
references herein to "Holders" or "Certificateholders" shall reflect the rights
of Certificate Owners as they may indirectly exercise such rights through the
Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee and the NIMS Insurer shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.

         "Certificate Margin": With respect to each Class of Adjustable-Rate
Certificates and for purposes of the Marker Rate and the Maximum I-LTZZ
Uncertificated Interest Deferral Amount, the specified REMIC I Regular Interest,
as follows:



                    REMIC I Regular              Certificate Margin
     Class             Interest              (1) (%)            (2) (%)
     -----             --------              -------            -------
     A-1A               I-LTA1A               0.270              0.540
     A-1B               I-LTA1B               0.370              0.740
      A-2               I-LTA2                0.110              0.220
      A-3               I-LTA3                0.270              0.540
      A-4               I-LTA4                0.510              1.020
      M-1               I-LTM1                0.580              0.870
      M-2               I-LTM2                1.250              1.875
      M-3               I-LTM3                1.550              2.325
      M-4               I-LTM4                2.270              3.405



                                        8

<PAGE>




      M-5               I-LTM5                 2.450                3.675
      M-6               I-LTM6                 4.750                7.125
      M-7               I-LTM7                 1.000                1.500
         ----------
         (1) For the Interest Accrual Period for each Distribution Date on or
         prior to the Optional Termination Date. (2) For each other Interest
         Accrual Period.

         "Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.

         "Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class P Certificate as of any date of
determination, the Certificate Principal Balance of such Certificate on the
Distribution Date immediately prior to such date of determination plus, with
respect to each Class A-1B Certificate and Mezzanine Certificate, any increase
the Certificate Principal Balance of such Certificate pursuant to Section 4.01
due to the receipt of Subsequent Recoveries, minus all distributions allocable
to principal made thereon on such Distribution Date and, in the case of a
Mezzanine Certificate or Class A-1B Certificate, Realized Losses allocated
thereto on such immediately prior Distribution Date (or, in the case of any date
of determination up to and including the first Distribution Date, the initial
Certificate Principal Balance of such Certificate, as stated on the face
thereof). With respect to each Class CE Certificate as of any date of
determination, an amount equal to the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balances of the REMIC I Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A Certificates, the Mezzanine
Certificates and the Class P Certificates then outstanding.

         "Certificate Register" and "Certificate Registrar": The register
maintained and the registrar appointed pursuant to Section 5.02.

         "Class": Collectively, all of the Certificates bearing the same class
designation.

         "Class A Certificate": Any one of the Class A-1A Certificates, the
Class A-1B Certificates, the Class A-2 Certificates, the Class A-3 Certificates
or the Class A-4 Certificates.

         "Class A Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) the Senior Group I
Principal Distribution Amount and (ii) the Senior Group II Principal
Distribution Amount.

         "Class A-1A Certificate": Any one of the Class A-1A Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-1 and
evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

         "Class A-1B Certificate": Any one of the Class A-1B Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto


                                        9

<PAGE>



as Exhibit A-2 and evidencing a Regular Interest in REMIC II for purposes of the
REMIC Provisions.

         "Class A-2 Certificate": Any one of the Class A-2 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-3 and evidencing a Regular
Interest in REMIC II for purposes of the REMIC Provisions.

         "Class A-3 Certificate": Any one of the Class A-3 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular
Interest in REMIC II for purposes of the REMIC Provisions.

         "Class A-4 Certificate": Any one of the Class A-4 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-5 and evidencing a Regular
Interest in REMIC II for purposes of the REMIC Provisions.

         "Class CE Certificate": Any one of the Class CE Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-13 and evidencing a
Regular Interest in REMIC III for purposes of the REMIC Provisions.

         "Class CE Interest": An uncertificated interest in the Trust held by
the Trustee on behalf of the Holders of the Class CE Certificates, evidencing a
Regular Interest in REMIC II for purposes of the REMIC Provisions.

         "Class M-1 Certificate": Any one of the Class M-1 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-6 and evidencing a Regular
Interest in REMIC II for purposes of the REMIC Provisions.

         "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 77.70% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$5,000,002.

         "Class M-2 Certificate": Any one of the Class M-2 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-7 and evidencing a Regular
Interest in REMIC II for purposes of the REMIC Provisions.



                                       10

<PAGE>



         "Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 87.20% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $5,000,002.

         "Class M-3 Certificate": Any one of the Class M-3 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-8 and evidencing a Regular
Interest in REMIC II for purposes of the REMIC Provisions.

         "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv)
the Certificate Principal Balance of the Class M-3 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
89.20% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $5,000,002.

         "Class M-4 Certificate": Any one of the Class M-4 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-9 and evidencing a Regular
Interest in REMIC II for purposes of the REMIC Provisions.

         "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class


                                       11

<PAGE>



M-4 Certificates immediately prior to such Distribution Date and (II) the excess
of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A
Certificates (after taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
the Certificate Principal Balance of the Class M-2 Certificates (after taking
into account the payment of the Class M-2 Principal Distribution Amount on such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates (after taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) 91.70% and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $5,000,002.

         "Class M-5 Certificate": Any one of the Class M-5 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-10 and evidencing a
Regular Interest in REMIC II for purposes of the REMIC Provisions.

         "Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-5 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date) and (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 93.50% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $5,000,002.



                                       12

<PAGE>



         "Class M-6 Certificate": Any one of the Class M-6 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-11 and evidencing a
Regular Interest in REMIC II for purposes of the REMIC Provisions.

         "Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-6 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii)
the Certificate Principal Balance of the Class M-6 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
95.00% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $5,000,002.

         "Class M-7 Certificate": Any one of the Class M-7 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-12 and evidencing a
Regular Interest in REMIC II for purposes of the REMIC Provisions.

         "Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-7 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount


                                       13

<PAGE>



on such Distribution Date), (vii) the Certificate Principal Balance of the Class
M-6 Certificates (after taking into account the payment of the Class M-6
Principal Distribution Amount on such Distribution Date) and (viii) the
Certificate Principal Balance of the Class M-7 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 97.00% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $5,000,002.

         "Class P Certificate": Any one of the Class P Certificates executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-14, representing the right
to distributions as set forth herein and therein and evidencing a regular
interest in REMIC IV.

         "Class P Interest": An uncertificated interest in the Trust Fund held
by the Trustee on behalf of the Holders of the Class P Certificates, evidencing
a Regular Interest in REMIC II for purposes of the REMIC Provisions.

         "Class R Certificate": Any one of the Class R Certificates executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-15 and evidencing the
ownership of the Class R-I Interest and the Class R-II Interest.

         "Class R-I Interest":  The uncertificated Residual Interest in REMIC I.

         "Class R-II Interest": The uncertificated Residual Interest in REMIC
II.

         "Class R-III Interest": The uncertificated Residual Interest in REMIC
III.

         "Class R-IV Interest": The uncertificated Residual Interest in REMIC
IV.

         "Class R-X Interest": Any one of the Class R-X Certificates executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-16 and evidencing the
ownership of the Class R-III Interest and the Class R-IV Interest.

         "Closing Date": June 4, 2004.

         "Code":  The Internal Revenue Code of 1986, as amended.

         "Collection Account": The account or accounts created and maintained by
the Master Servicer pursuant to Section 3.04(a), which shall be entitled
"Ameriquest Mortgage Company, as Master Servicer for Deutsche Bank National
Trust Company, as Trustee, in trust for the registered holders of Ameriquest
Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series
2004-R5." The Collection Account must be an Eligible Account.


                                       14

<PAGE>



         "Commission": The Securities and Exchange Commission.

         "Compensating Interest":  As defined in Section 4.03(e) hereof.

         "Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date
of the execution of this instrument is located at 1761 East St. Andrew Place,
Santa Ana, California 92705-4934, or at such other address as the Trustee may
designate from time to time by notice to the Certificateholders, the Depositor
and the Master Servicer.

         "Corresponding Certificate": With respect to each REMIC II Regular
Interest, as follows:


          REMIC I Regular Interest               Class
          ------------------------               -----
REMIC I Regular Interest I-LTA1A                 A-1A
REMIC I Regular Interest I-LTA1B                 A-1B
REMIC I Regular Interest I-LTA2                   A-2
REMIC I Regular Interest I-LTA3                   A-3
REMIC I Regular Interest I-LTA4                   A-4
REMIC I Regular Interest I-LTM1                   M-1
REMIC I Regular Interest I-LTM2                   M-2
REMIC I Regular Interest I-LTM3                   M-3
REMIC I Regular Interest I-LTM4                   M-4
REMIC I Regular Interest I-LTM5                   M-5
REMIC I Regular Interest I-LTM6                   M-6
REMIC I Regular Interest I-LTM7                   M-7
REMIC I Regular Interest I-LTP                     P

         "Credit Enhancement Percentage": For any Distribution Date and the
Class A Certificates and any Class of Mezzanine Certificates, the percentage
equivalent of a fraction, calculated after taking into account distribution of
the Group I Principal Distribution Amount and the Group II Principal
Distribution Amount to the Certificates then entitled to distributions of
principal on such Distribution Date, the numerator of which is the sum of the
aggregate Certificate Principal Balances of the Classes of Certificates with a
lower distribution priority than such Class, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period).

         "Cumulative Loss Percentage": With respect to any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is the aggregate
amount of Realized Losses incurred from the Cut-off Date to the last day of the
preceding calendar month (reduced by the aggregate amount of Subsequent
Recoveries received from the Cut-Off Date through the last day of the related
Due Period) and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.

         "Custodian": A Custodian, which shall initially be Deutsche Bank
National Trust Company.



                                       15

<PAGE>



         "Cut-off Date": With respect to any Mortgage Loan, June 1, 2004. With
respect to all Qualified Substitute Mortgage Loans, their respective dates of
substitution. References herein to the "Cut-off Date," when used with respect to
more than one Mortgage Loan, shall be to the respective Cut-off Dates for such
Mortgage Loans.

         "Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction resulting from a Deficient Valuation.

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

         "Definitive Certificates":  As defined in Section 5.01(b).

         "Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced by
a Qualified Substitute Mortgage Loan.

         "Delinquency Percentage": With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the aggregate
Stated Principal Balance of all Mortgage Loans as of the last day of the
previous calendar month that, as of such last day of the previous calendar
month, are 60 or more days delinquent (measured under the OTS delinquency
calculation methodology), are in foreclosure, have been converted to REO
Properties or have been discharged by reason of bankruptcy, and the denominator
of which is the aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties as of the last day of the previous calendar month; provided, however,
that any Mortgage Loan purchased by the Master Servicer or the NIMS Insurer
pursuant to Section 3.16 shall not be included in either the numerator or the
denominator for purposes of calculating the Delinquency Percentage.

         "Depositor": Ameriquest Mortgage Securities Inc., a Delaware
corporation, or its successor in interest.

         "Depository": The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository, for purposes of
registering those Certificates that are to be Book-Entry Certificates, is CEDE &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(3) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.

         "Depository Institution": Any depository institution or trust company,
including the Trustee, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations that
are rated "P-1" by Moody's, "F-1" by Fitch and "A-1" by S&P (or comparable
ratings if Moody's, Fitch and S&P are not the Rating Agencies).


                                       16

<PAGE>



         "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 each Distribution Date, the 10th
day of the calendar month in which such Distribution Date occurs or, if such
10th day is not a Business Day, the Business Day immediately preceding such 10th
day.

         "Directly Operate": With respect to any REO Property, the furnishing or
rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale to
customers, the performance of any construction work thereon or any use of such
REO Property in a trade or business conducted by REMIC I other than through an
Independent Contractor; provided, however, that the Trustee (or the Master
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or the Master Servicer on behalf of
the Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs or
capital expenditures with respect to such REO Property.

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

         "Distribution Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.04(e), which shall be entitled
"Deutsche Bank National Trust Company, as Trustee, in trust for the registered
Holders of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through
Certificates, Series 2004-R5." The Distribution Account must be an Eligible
Account.

         "Distribution Date": The 25th day of any month, or if such 25th day is
not a Business Day, the next succeeding Business Day, commencing in July 2004.

         "Due Date": With respect to each Distribution Date, the first day of
the calendar month in which such Distribution Date occurs, which is the day of
the month on which the Monthly Payment is due on a Mortgage Loan, exclusive of
any days of grace.


                                       17

<PAGE>



         "Due Period": With respect to any Distribution Date, the period
commencing on the second day of the month immediately preceding the month in
which such Distribution Date occurs and ending on the related Due Date.

         "Eligible Account": Any of (i) an account or accounts maintained with a
Depository Institution or trust company the short-term unsecured debt
obligations of which are rated "P-1" by Moody's, "F-1" by Fitch and "A-1+" by
S&P (or comparable ratings if Moody's, Fitch and S&P are not the Rating
Agencies) at the time any amounts are held on deposit therein, (ii) an account
or accounts the deposits in which are fully insured by the FDIC or (iii) a trust
account or accounts maintained with the corporate trust department of a federal
or state chartered depository institution or trust company acting in its
fiduciary capacity. Eligible Accounts may bear interest.

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

         "Escrow Account": The account or accounts created and maintained
pursuant to Section 3.04(c).

         "Escrow Payments": The amounts constituting taxes, and/or fire and
hazard insurance premiums escrowed by the Mortgagor with the mortgagee pursuant
to a voluntary escrow agreement related to any Mortgage Loan.

         "Estate in Real Property": A fee simple estate or leasehold estate in a
parcel of land.

         "Excess Overcollateralized Amount": With respect to the Class A
Certificates and the Mezzanine Certificates and any Distribution Date, the
excess, if any, of (i) the Overcollateralized Amount for such Distribution Date
(calculated for this purpose only after assuming that 100% of the Principal
Remittance Amount on such Distribution Date has been distributed) over (ii) the
Overcollateralization Target Amount for such Distribution Date.

         "Expense Adjusted Net Mortgage Rate": With respect to any Mortgage Loan
(or the related REO Property), as of any date of determination, a per annum rate
of interest equal to the applicable Mortgage Rate thereon as of the first day of
the month preceding the month in which the Distribution Date occurs minus the
sum of (i) the Trustee Fee Rate and (ii) the Servicing Fee Rate.

         "Expense Adjusted Net Maximum Mortgage Rate": With respect to any
Mortgage Loan (or the related REO Property), as of any date of determination, a
per annum rate of interest equal to the applicable Maximum Mortgage Rate (or the
Mortgage Rate for such Mortgage Loan in the case of any Fixed-Rate Mortgage
Loans) as of the first day of the month preceding the month in which the
Distribution Date occurs minus the sum of (i) the Trustee Fee Rate and (ii) the
Servicing Fee Rate.

         "Extraordinary Trust Fund Expense": Any amounts reimbursable to the
Trustee, or any director, officer, employee or agent of the Trustee, from the
Trust Fund pursuant to Section 8.05, any amounts payable from the Distribution
Account in respect of taxes pursuant to Section 10.01(g)(iii) and any amounts
payable by the Trustee for the recording of the assignments of mortgage pursuant
to Section 2.01.



                                       18

<PAGE>



         "Fannie Mae": Fannie Mae, formally known as the Federal National
Mortgage Association, or any successor thereto.

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

         "Final Recovery Determination": With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Seller, the Depositor or the Master Servicer pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01), a determination
made by the Master Servicer that all Insurance Proceeds, Liquidation Proceeds
and other payments or recoveries which the Master Servicer, in its reasonable
good faith judgment, expects to be finally recoverable in respect thereof have
been so recovered. The Master Servicer shall maintain records, prepared by a
Servicing Officer, of each Final Recovery Determination made thereby.

         "Fitch": Fitch Ratings, or its successor in interest.

         "Fixed-Rate Certificates": None.

         "Fixed-Rate Mortgage Loan": Each of the Mortgage Loans identified on
the Mortgage Loan Schedule as having a fixed Mortgage Rate.

         "Formula Rate": For any Distribution Date and each class of
Adjustable-Rate Certificates, the lesser of (i) LIBOR plus the related
Certificate Margin and (ii) the related Maximum Cap Rate.

         "Freddie Mac": Freddie Mac, formally known as the Federal Home Loan
Mortgage Corporation, or any successor thereto.

         "Gross Margin": With respect to each Adjustable-Rate Mortgage Loan, the
fixed percentage set forth in the related Mortgage Note that is added to the
Index on each Adjustment Date in accordance with the terms of the related
Mortgage Note to determine the Mortgage Rate for such Adjustable-Rate Mortgage
Loan.

         "Group I Allocation Percentage": With respect to the Group I
Certificates and any Distribution Date, the percentage equivalent of a fraction,
the numerator of which is (x) the Group I Principal Remittance Amount for such
Distribution Date and the denominator of which is (y) the Principal Remittance
Amount for such Distribution Date.

         "Group I Certificates": The Class A-1A Certificates and the Class A-1B
Certificates.

         "Group I Interest Remittance Amount": With respect to any Distribution
Date, that portion of the Available Funds for such Distribution Date that
represents interest received or advanced on the Group I Mortgage Loans.

         "Group I Mortgage Loan": A Mortgage Loan assigned to Loan Group I; all
Group I Mortgage Loans have a principal balance at origination that conforms to
Fannie Mae and Freddie Mac loan limits.


                                       19

<PAGE>




         "Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
on the Group I Mortgage Loans due during the related Due Period, to the extent
received prior to the related Determination Date or advanced prior to such
Distribution Date; (ii) the Stated Principal Balance of any Group I Mortgage
Loan that was purchased during the related Prepayment Period pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and the amount of
any shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan in Loan Group I pursuant to Section 2.03
during the related Prepayment Period; (iii) the principal portion of all other
unscheduled collections (including, without limitation, Principal Prepayments,
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO
Principal Amortization) received during the related Prepayment Period on the
Group I Mortgage Loans, net of any portion thereof that represents a recovery of
principal for which an advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date; and (iv) the Group I
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date; MINUS (v) the Group I Allocation Percentage of the
amount of any Overcollateralization Reduction Amount for such Distribution Date.

         "Group I Principal Remittance Amount": With respect to any Distribution
Date, the sum of the amounts described in clauses (i) through (iii) of the
definition of Group I Principal Distribution Amount.

         "Group II Allocation Percentage": With respect to the Group II
Certificates and any Distribution Date, the percentage equivalent of a fraction,
the numerator of which is (x) the Group II Principal Remittance Amount for such
Distribution Date and the denominator of which is (y) the Principal Remittance
Amount for such Distribution Date.

         "Group II Certificates": The Class A-2 Certificates, the Class A-3
Certificates and the Class A-4 Certificates.

         "Group II Interest Remittance Amount": With respect to any Distribution
Date, that portion of the Available Funds for such Distribution Date that
represents interest received or advanced on the Group II Mortgage Loans.

         "Group II Mortgage Loan": A Mortgage Loan assigned to Loan Group II
with a principal balance at origination that may or may not conform to Fannie
Mae or Freddie Mac loan limits.

         "Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
on the Group II Mortgage Loans due during the related Due Period, to the extent
received prior to the related Determination Date or advanced prior to such
Distribution Date; (ii) the Stated Principal Balance of any Group II Mortgage
Loan that was purchased during the related Prepayment Period pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and the amount of
any shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan in Loan Group II pursuant to Section
2.03 during the related Prepayment Period; (iii) the principal portion of all
other unscheduled collections (including, without limitation, Principal
Prepayments, Insurance Proceeds, Liquidation


                                       20

<PAGE>



Proceeds, Subsequent Recoveries and REO Principal Amortization) received during
the related Prepayment Period on the Group II Mortgage Loans, net of any portion
thereof that represents a recovery of principal for which an advance was made by
the Master Servicer pursuant to Section 4.03 in respect of a preceding
Distribution Date; and (iv) the Group II Allocation Percentage of the amount of
any Overcollateralization Increase Amount for such Distribution Date; MINUS (v)
the Group II Allocation Percentage of the amount of any Overcollateralization
Reduction Amount for such Distribution Date.

         "Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i) through (iii)
of the definition of Group II Principal Distribution Amount.

         "Highest Priority" shall be determined based on the following order of
priority, from highest to lowest: the Class A-1B 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, the Class M-6 Certificates and the
Class M-7 Certificates.

         "HOEPA": The Home Ownership and Equity Protection Act of 1994.

         "Indenture": An indenture relating to the issuance of notes secured by
all or a portion of the Class CE Certificates, the Class P Certificates, the
Class R Certificates and/or the Class R-X Certificates, which may or may not be
guaranteed by the NIMS Insurer.

         "Independent": When used with respect to any specified Person, any such
Person who (a) is in fact independent of the Depositor, the Master Servicer, the
Seller and their respective Affiliates, (b) does not have any direct financial
interest in or any material indirect financial interest in the Depositor, the
Seller, the Master Servicer or any Affiliate thereof, and (c) is not connected
with the Depositor, the Seller, the Master Servicer or any Affiliate thereof as
an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions; provided, however, that a Person shall not
fail to be Independent of the Depositor, the Seller, the Master Servicer or any
Affiliate thereof merely because such Person is the beneficial owner of 1% or
less of any class of securities issued by the Depositor or the Master Servicer
or any Affiliate thereof, as the case may be.

         "Independent Contractor": Either (i) any Person (other than the Master
Servicer) that would be an "independent contractor" with respect to REMIC I
within the meaning of Section 856(d)(3) of the Code if such REMIC were a real
estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as such REMIC
does not receive or derive any income from such Person and provided that the
relationship between such Person and such REMIC is at arm's length, all within
the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
Person (including the Master Servicer) if the Trustee has received an Opinion of
Counsel to the effect that the taking of any action in respect of any REO
Property by such Person, subject to any conditions therein specified, that is
otherwise herein contemplated to be taken by an Independent Contractor will not
cause such REO Property to cease to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable


                                       21

<PAGE>



for purposes of Section 860D(a) of the Code), or cause any income realized in
respect of such REO Property to fail to qualify as Rents from Real Property.

         "Index": With respect to each Adjustable-Rate Mortgage Loan and each
related Adjustment Date, the average of the interbank offered rates for
six-month United States dollar deposits in the London market as published in THE
WALL STREET JOURNAL and as most recently available as of the first business day
45 days or more prior to such Adjustment Date, as specified in the related
Mortgage Note.

         "Insurance Proceeds": Proceeds of any title policy, hazard policy or
other insurance policy, covering a Mortgage Loan, to the extent such proceeds
are not to be applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note and Mortgage.

         "Interest Accrual Period": With respect to any Distribution Date and
the Adjustable-Rate Certificates, the period commencing on the Distribution Date
in the month immediately preceding the month in which such Distribution Date
occurs (or, in the case of the first Distribution Date, commencing on the
Closing Date) and ending on the day preceding such Distribution Date. With
respect to any Distribution Date and the Fixed-Rate Certificates, the Class CE
Certificates and the REMIC I Regular Interests, the one-month period ending on
the last day of the calendar month preceding the month in which such
Distribution Date occurs.

         "Interest Carry Forward Amount": With respect to any Distribution Date
and any Class of Class A Certificates or Mezzanine Certificates, the sum of (i)
the amount, if any, by which (a) the Interest Distribution Amount for such Class
of Certificates as of the immediately preceding Distribution Date exceeded (b)
the actual amount distributed on such Class of Certificates in respect of
interest on such immediately preceding Distribution Date and (ii) the amount of
any Interest Carry Forward Amount for such Class of Certificates remaining
unpaid from the previous Distribution Date, plus accrued interest thereon
calculated at the related Pass-Through Rate for the most recently ended Interest
Accrual Period.

         "Interest Determination Date": With respect to the Adjustable-Rate
Certificates, and solely for purposes of calculating the Marker Rate, REMIC I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest
I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6 and REMIC I Regular Interest
I-LTM7 and any Interest Accrual Period therefor, the second LIBOR Business Day
preceding the commencement of such Interest Accrual Period.

         "Interest Distribution Amount": With respect to any Distribution Date
and any Class of Class A Certificate or Mezzanine Certificate and the Class CE
Certificates, the aggregate Accrued Certificate Interest on the Certificates of
such Class for such Distribution Date.



                                       22

<PAGE>



         "Late Collections": With respect to any Mortgage Loan and any Due
Period, all amounts received subsequent to the Determination Date immediately
following such Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries or otherwise,
which represent late payments or collections of principal and/or interest due
(without regard to any acceleration of payments under the related Mortgage and
Mortgage Note) but delinquent for such Due Period and not previously recovered.

         "LIBOR Business Day": Any day on which banks in the City of London or
City of New York are open and conducting transactions in United States dollars.

         "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is
removed from REMIC I by reason of its being purchased, sold or replaced pursuant
to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01. With
respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property; or (ii) such REO
Property is removed from REMIC I by reason of its being purchased pursuant to
Section 9.01.

         "Liquidation Proceeds": The amount (other than Insurance Proceeds or
amounts received in respect of the rental of any REO Property prior to REO
Disposition) received by the Master Servicer in connection with (i) the taking
of all or a part of a Mortgaged Property by exercise of the power of eminent
domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan
through a trustee's sale, foreclosure sale or otherwise or (iii) the repurchase,
substitution or sale of a Mortgage Loan or an REO Property pursuant to or as
contemplated by Section 2.03, Section 3.13, Section 3.16(a) or Section 9.01.

         "Loan Group": Loan Group I or Loan Group II, as the context requires.

         "Loan Group I": The group of Mortgage Loans identified in the Mortgage
Loan Schedule as having been assigned to Loan Group I.

         "Loan Group II": The group of Mortgage Loans identified in the Mortgage
Loan Schedule as having been assigned to Loan Group II.

         "Loan-to-Value Ratio": As of any date of determination, the fraction,
expressed as a percentage, the numerator of which is the Stated Principal
Balance of the related Mortgage Loan at such date and the denominator of which
is the Value of the related Mortgaged Property.

         "Loss Mitigation Action Plan": The policies and procedures set forth in
Exhibit I hereto relating to the realization on delinquent Mortgage Loans, which
are incorporated by reference into this Agreement and shall be deemed a part
hereof.

         "Lost Note Affidavit": With respect to any Mortgage Loan as to which
the original Mortgage Note has been permanently lost, misplaced or destroyed and
has not been replaced, an affidavit from the Seller certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of the
related Mortgage Note) and indemnifying the Trust Fund against any loss, cost


                                       23

<PAGE>



or liability resulting from the failure to deliver the original Mortgage Note,
in the form of Exhibit B hereto.

         "Marker Rate": With respect to the Class CE Interest and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1A, REMIC I
Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2, REMIC I Regular
Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest I-
LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7 and REMIC I Regular Interest
I-LTZZ, with the rate on each such REMIC I Regular Interest (other than REMIC I
Regular Interest I-LTZZ) subject to the lesser of (i) LIBOR plus the related
Certificate Margin and (ii) the related Net WAC Pass-Through Rate for the
purpose of this calculation for such Distribution Date and with the rate on
REMIC I Regular Interest I-LTZZ subject to a cap of zero for the purpose of this
calculation; provided, however, that solely for this purpose, calculations of
the REMIC I Remittance Rate and the related caps with respect to REMIC I Regular
Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest
I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC
I Regular Interest I- LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6 and REMIC I Regular Interest I-LTM7
shall be multiplied by a fraction, the numerator of which is the actual number
of days in the Interest Accrual Period and the denominator of which is 30.

         "Master Servicer": Ameriquest Mortgage Company or any successor master
servicer appointed as herein provided, in its capacity as Master Servicer
hereunder.

         "Master Servicer Event of Default": One or more of the events described
in Section 7.01.

         "Master Servicer Prepayment Charge Payment Amount": The amounts payable
by the Master Servicer pursuant to Section 2.03(b) in respect of any waived (or,
with respect to subsequent changes of law, any unenforceable) Prepayment
Charges.

         "Master Servicer Remittance Date": With respect to any Distribution
Date, 3:00 p.m. New York time on the last Business Day preceding such
Distribution Date.

         "Master Servicer Reporting Date": With respect to any Distribution
Date, 3:00 p.m. New York time on the 18th day of the calendar month in which
such Distribution Date occurs or, if such 18th day is not a Business Day, the
Business Day immediately succeeding such 18th day.

         "Master Servicer Termination Test": With respect to any Distribution
Date, the Master Servicer Termination Test will be failed if the Cumulative Loss
Percentage exceeds 4.00%.

         "Maximum Cap Rate": For any Distribution Date with respect to the Class
A-1A Certificates and the Class A-1B Certificates, a per annum rate equal to the
sum of (i) the product of (x) the weighted average of the Expense Adjusted Net
Maximum Mortgage Rates of the Group I Mortgage Loans, weighted on the basis of
the outstanding Stated Principal Balances of the Group I Mortgage Loans as of
the first day of the month preceding the month of such Distribution Date (after
giving


                                       24

<PAGE>



effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (y) a fraction, the numerator
of which is 30 and the denominator of which is the actual number of days elapsed
in the related Interest Accrual Period and (ii) the related Cap Contract Excess.
If the Certificate Principal Balance of the applicable Certificates exceeds the
applicable notional balance for such Distribution Date, the Cap Contract Excess
is to be adjusted by multiplying the applicable Cap Contract Excess by a
fraction, the numerator of which is the applicable notional balance for such
Distribution Date and the denominator of which is the aggregate Certificate
Principal Balance of the Class A-1A Certificates and the Class A-1B Certificates
immediately prior to such Distribution Date.

     For any Distribution Date with respect to the Class A-2 Certificates, the
Class A-3 Certificates and the Class A-4 Certificates, a per annum rate equal to
the sum of (i) the product of (x) the weighted average of the Expense Adjusted
Net Maximum Mortgage Rates of the Group II Mortgage Loans, weighted on the basis
of the outstanding Stated Principal Balances of the Group II Mortgage Loans as
of the first day of the month preceding the month of such Distribution Date
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number of
days elapsed in the related Interest Accrual Period and (ii) the related Cap
Contract Excess. If the Certificate Principal Balance of the applicable
Certificates exceeds the applicable notional balance for such Distribution Date,
the Cap Contract Excess is to be adjusted by multiplying the applicable Cap
Contract Excess by a fraction, the numerator of which is the applicable notional
balance for such Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of the Class A-2 Certificates, the Class A-3
Certificates and the Class A-4 Certificates immediately prior to such
Distribution Date.

     For any Distribution Date with respect to the Mezzanine Certificates, a per
annum rate equal to the sum of (i) the product of (x) the weighted average,
weighted on the basis of the results of subtracting from the aggregate Stated
Principal Balance of the applicable Loan Group the current Certificate Principal
Balance of the related Class A Certificates, of the weighted average of the
Expense Adjusted Net Maximum Mortgage Rates of the Group I Mortgage Loans and
the Group II Mortgage Loans, in each case, weighted on the basis of the
outstanding Stated Principal Balances of the related Mortgage Loans as of the
first day of the month preceding the month of such Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number of
days elapsed in the related Interest Accrual Period and (ii) the related Cap
Contract Excess. If the Certificate Principal Balance of the applicable
Certificates exceeds the applicable notional balance for such Distribution Date,
the Cap Contract Excess is to be adjusted by multiplying the applicable Cap
Contract Excess by a fraction, the numerator of which is the applicable notional
balance for such Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of the Mezzanine Certificates immediately prior to
such Distribution Date.



                                       25

<PAGE>



         "Maximum I-LTZZ Uncertificated Interest Deferral Amount": With respect
to any Distribution Date, the excess of (i) accrued interest at the REMIC I
Remittance Rate applicable to REMIC I Regular Interest I-LTZZ for such
Distribution Date on a balance equal to the Uncertificated Balance of REMIC I
Regular Interest I-LTZZ minus the REMIC I Overcollateralization Amount, in each
case for such Distribution Date, over (ii) Uncertificated Interest on REMIC I
Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest
I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6 and REMIC I Regular Interest
I-LTM7 for such Distribution Date, with the rate on each such REMIC I Regular
Interest subject to a cap equal to the lesser of (i) LIBOR plus the related
Certificate Margin and (ii) the related Net WAC Pass-Through Rate; provided,
however, that solely for this purpose, calculations of the REMIC I Remittance
Rate and the related caps with respect to REMIC I Regular Interest I-LTA1A,
REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2, REMIC I
Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
I Regular Interest I-LTM6 and REMIC I Regular Interest I-LTM7 shall be
multiplied by a fraction, the numerator of which is the actual number of days in
the Interest Accrual Period and the denominator of which is 30.

         "Maximum Mortgage Rate": With respect to each Adjustable-Rate Mortgage
Loan, the percentage set forth in the related Mortgage Note as the maximum
Mortgage Rate thereunder.

         "Mezzanine Cap Contract": The cap contract between Deutsche Bank
National Trust Company, as Trustee and the counterparty thereunder, which is for
the benefit of the Holders of the Mezzanine Certificates, a form of which is
attached hereto as Exhibit H.

         "Mezzanine Certificate": Any of the Class M-1 Certificates, Class M-2
Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
Certificates, Class M-6 Certificates or Class M-7 Certificates.

         "Minimum Mortgage Rate": With respect to each Adjustable-Rate Mortgage
Loan, the percentage set forth in the related Mortgage Note as the minimum
Mortgage Rate thereunder.

         "Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest on such Mortgage Loan which is payable
by the related Mortgagor from time to time under the related Mortgage Note,
determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt
Service Reduction with respect to such Mortgage Loan and (ii) any reduction in
the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Master Servicer pursuant to Section 3.02; and (c) on the assumption that all
other amounts, if any, due under such Mortgage Loan are paid when due.

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



                                       26

<PAGE>



         "Mortgage": The mortgage, deed of trust or other instrument creating a
first lien on, or first priority security interest in, a Mortgaged Property
securing a Mortgage Note.

         "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": Each mortgage loan transferred and assigned to the
Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement, as held
from time to time as a part of REMIC I, the Mortgage Loans so held being
identified in the Mortgage Loan Schedule.

         "Mortgage Loan Purchase Agreement": The agreement between the Seller
and the Depositor, regarding the transfer of the Mortgage Loans by the Seller to
or at the direction of the Depositor, substantially in the form of Exhibit D
annexed hereto.

         "Mortgage Loan Schedule": As of any date, the list of Mortgage Loans
included in REMIC I on such date, separately identifying the Group I Mortgage
Loans and the Group II Mortgage Loans, attached hereto as Schedule 1. The
Mortgage Loan Schedule shall set forth the following information with respect to
each Mortgage Loan:

         (1) the Seller's Mortgage Loan identifying number;

         (2) [Reserved];

         (3) the state and zip code of the Mortgaged Property;

         (4) a code indicating whether the Mortgaged Property is owner-occupied;

         (5) the type of Residential Dwelling constituting the Mortgaged
     Property;

         (6) the original months to maturity;

         (7) the Loan-to-Value Ratio at origination;

         (8) the Mortgage Rate in effect immediately following the Cut-off Date;

         (9) the date on which the first Monthly Payment was due on the Mortgage
     Loan;

         (10) the stated maturity date;

         (11) the amount of the Monthly Payment due on the first Due Date after
     the Cut-off Date;

         (12) the last Due Date on which a Monthly Payment was actually applied
     to the unpaid Stated Principal Balance;

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


                                       27

<PAGE>



         (14) the Scheduled Principal Balance of the Mortgage Loan as of the
     close of business on the Cut-off Date;

         (15) with respect to the Adjustable-Rate Mortgage Loans, the Gross
     Margin;

         (16) a code indicating the purpose of the Mortgage Loan (i.e.,
     purchase, refinance debt consolidation cashout, or refinance debt
     consolidation no cashout);

         (17) with respect to the Adjustable-Rate Mortgage Loans, the Maximum
     Mortgage Rate;

         (18) with respect to the Adjustable-Rate Mortgage Loans, the Minimum
     Mortgage Rate;

         (19) the Mortgage Rate at origination;

         (20) with respect to the Adjustable-Rate Mortgage Loans, the Periodic
     Rate Cap and the maximum first Adjustment Date Mortgage Rate adjustment;

         (21) a code indicating the documentation program (i.e., Full
     Documentation, Limited Documentation or Stated Income);

         (22) with respect to the Adjustable-Rate Mortgage Loans, the first
     Adjustment Date immediately following the Cut-off Date;

         (23) the risk grade;

         (24) the Value of the Mortgaged Property;

         (25) the sale price of the Mortgaged Property, if applicable; and

         (26) the FICO score of the primary Mortgagor.

         The Mortgage Loan Schedule shall set forth the following information
with respect to the Mortgage Loans by Loan Group and in the aggregate as of the
Cut-off Date: (1) the number of Mortgage Loans; (2) the current Stated Principal
Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall be amended from time to time by the Depositor in
accordance with the provisions of this Agreement. With respect to any Qualified
Substitute Mortgage Loan, the Cut-off Date shall refer to the related Cut-off
Date for such Mortgage Loan, determined in accordance with the definition of
Cut-off Date herein.

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

         "Mortgage Pool": The pool of Mortgage Loans, identified on Schedule 1
from time to time, and any REO Properties acquired in respect thereof.



                                       28

<PAGE>



         "Mortgage Rate": With respect to each Mortgage Loan, the annual rate at
which interest accrues on such Mortgage Loan from time to time in accordance
with the provisions of the related Mortgage Note, which rate (i) with respect to
each Fixed-Rate Mortgage Loan shall remain constant at the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the
Cut-off Date and (ii) with respect to the Adjustable-Rate Mortgage Loans, (A) as
of any date of determination until the first Adjustment Date following the
Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (B) as of any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date equal to the sum, rounded to the nearest 0.125% as
provided in the Mortgage Note, of the Index, as most recently available as of a
date prior to the Adjustment Date as set forth in the related Mortgage Note,
plus the related Gross Margin; provided that the Mortgage Rate on such
Adjustable-Rate Mortgage Loan on any Adjustment Date shall never be more than
the lesser of (i) the sum of the Mortgage Rate in effect immediately prior to
the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii) the
related Maximum Mortgage Rate, and shall never be less than the greater of (i)
the Mortgage Rate in effect immediately prior to the Adjustment Date less the
Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With
respect to each Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO Property.

         "Mortgaged Property": The underlying property identified in the related
Mortgage as securing a Mortgage Loan, including any REO Property, consisting of
an Estate in Real Property improved by a Residential Dwelling (excluding for
purposes of construing the representations or warranties made in the Mortgage
Loan Purchase Agreement, any improvements thereupon not considered by the
appraiser in determining the Value of such Mortgaged Property).

         "Mortgagor":  The obligor on a Mortgage Note.

         "Net Monthly Excess Cashflow": With respect to any Distribution Date,
the sum of (i) any Overcollateralization Reduction Amount for such Distribution
Date and (ii) the excess of (x) the Available Funds for such Distribution Date
over (y) the sum for such Distribution Date of (A) the Senior Interest
Distribution Amount, (B) the Interest Distribution Amounts payable to the
Mezzanine Certificates and (C) the Principal Remittance Amount.

         "Net Mortgage Rate": With respect to any Mortgage Loan (or the related
REO Property) as of any date of determination, a per annum rate of interest
equal to the then applicable Mortgage Rate for such Mortgage Loan minus the
Servicing Fee Rate.

         "Net WAC Pass-Through Rate": For any Distribution Date with respect to
the Class A-1A Certificates and the Class A-1B Certificates, a per annum rate
equal to the product of (x) the weighted average of the Expense Adjusted Net
Mortgage Rates of the Group I Mortgage Loans, weighted on the basis of the
Stated Principal Balances of the Group I Mortgage Loans as of the first day of
the month preceding the month of such Distribution Date (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (y) a fraction, the numerator of which is 30
and the denominator of which is the actual number of days


                                       29

<PAGE>



elapsed in the related Interest Accrual Period. For federal income tax purposes,
the economic equivalent of such rate shall be expressed as the weighted average
of the REMIC I Remittance Rate on REMIC I Regular Interest I-LT1GRP, weighted on
the basis of the Uncertificated Balance of such REMIC I Regular Interest.

         For any Distribution Date with respect to the Class A-2 Certificates,
the Class A-3 Certificates and the Class A-4 Certificates, a per annum rate
equal to the product of (x) the weighted average of the Expense Adjusted Net
Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of the
Stated Principal Balances of the Group II Mortgage Loans as of the first day of
the month preceding the month of such Distribution Date (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (y) a fraction, the numerator of which is 30
and the denominator of which is the actual number of days elapsed in the related
Interest Accrual Period. For federal income tax purposes, the economic
equivalent of such rate shall be expressed as the weighted average of the REMIC
I Remittance Rate on REMIC I Regular Interest I-LT2GRP, weighted on the basis of
the Uncertificated Balance of such REMIC I Regular Interest.

         For any Distribution Date with respect to the Mezzanine Certificates, a
per annum rate equal to the product of (x) the weighted average (weighted on the
basis of the results of subtracting from the aggregate Stated Principal Balance
of the applicable Loan Group as of the first day of the month preceding the
month of such Distribution Date (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) the current Certificate Principal Balance of the related Class A
Certificates) of (i) the weighted average of the Expense Adjusted Net Mortgage
Rates of the Group I Mortgage Loans and (ii) the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group II Mortgage Loans and (y) a fraction,
the numerator of which is 30 and the denominator of which is the actual number
of days elapsed in the related Interest Accrual Period. For federal income tax
purposes, the economic equivalent of such rate shall be expressed as the
weighted average of the REMIC I Remittance Rates on (a) REMIC I Regular Interest
I-LT1SUB, subject to a cap and a floor equal to the Expense Adjusted Net
Mortgage Rates of the Group I Mortgage Loans and (b) REMIC I Regular Interest
I-LT2SUB, subject to a cap and a floor equal to the Expense Adjusted Net
Mortgage Rates of the Group II Mortgage Loans weighted on the basis of the
Uncertificated Balance of each such REMIC I Regular Interest.

         "Net WAC Rate Carryover Amount": With respect to any Class of Class A
Certificates and the Mezzanine Certificates and any Distribution Date, the sum
of (A) the excess of (i) the amount of interest such Certificates would have
accrued for such Distribution Date had the applicable Pass- Through Rate been
calculated at the related Formula Rate (in the case of the Adjustable-Rate
Certificates) or the applicable fixed-rate (in the case of the Fixed-Rate
Certificates), over (ii) the amount of interest accrued on such Certificates at
the related Net WAC Pass-Through Rate for such Distribution Date and (B) the
related Net WAC Rate Carryover Amount for the previous Distribution Date not
previously paid, together with interest thereon at a rate equal to the related
Formula Rate (in the case of the Adjustable-Rate Certificates) or the applicable
fixed-rate (in the case of the Fixed- Rate Certificates) applicable to such
Class, in each case for the Interest Accrual Period for the current Distribution
Date.


                                       30

<PAGE>



         "Net WAC Rate Carryover Reserve Account": The Net WAC Rate Carryover
Reserve Account established and maintained pursuant to Section 4.10.

         "New Lease": Any lease of REO Property entered into on behalf of REMIC
I, including any lease renewed or extended on behalf of REMIC I, if REMIC I has
the right to renegotiate the terms of such lease.

         "NIMS Insurer": Any insurer that is guaranteeing certain payments under
notes secured by collateral which includes, among other things, all or a portion
of the Class CE Certificates, the Class P Certificates and/or the Residual
Certificates.

         "Nonrecoverable Advance": Any Advance previously made or proposed to be
made in respect of a Mortgage Loan or REO Property that, in the good faith
business judgment of the Master Servicer, will not or, in the case of a proposed
Advance, would not be ultimately recoverable from related Late Collections,
Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property
as provided herein.

         "Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property that,
in the good faith business judgment of the Master Servicer, will not or, in the
case of a proposed Servicing Advance, would not be ultimately recoverable from
related Late Collections, Insurance Proceeds or Liquidation Proceeds on such
Mortgage Loan or REO Property as provided herein.

         "Non-United States Person": Any Person other than a United States
Person.

         "Notional Amount": With respect to the Class CE Interest and any
Distribution Date, the Uncertificated Balances of the REMIC I Regular Interests
(other than REMIC I Regular Interest I- LTP), immediately prior to such
Distribution Date.

         "Offered Certificate": Any one of the Class A Certificates and the
Mezzanine Certificates, issued under this Agreement.

         "Officers' Certificate": With respect to the Depositor, a certificate
signed by the Chairman of the Board, the Vice Chairman of the Board, the
President or a vice president (however denominated), and by the Treasurer, the
Secretary, or one of the assistant treasurers or assistant secretaries. With
respect to the Master Servicer, any officer who is authorized to act for the
Master Servicer in matters relating to this Agreement, and whose action is
binding upon the Master Servicer, initially including those individuals whose
names appear on the list of authorized officers delivered at the closing.

         "One-Month LIBOR": With respect to the Adjustable-Rate Certificates,
REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I
Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6 and REMIC I Regular
Interest I-LTM7 and any Interest Accrual Period therefor, the rate determined by
the Trustee


                                       31

<PAGE>



on the related Interest Determination Date on the basis of the offered rate for
one-month U.S. dollar deposits, as such rate appears on Telerate Page 3750 as of
11:00 a.m. (London time) on such Interest Determination Date; provided that if
such rate does not appear on Telerate Page 3750, the rate for such date will be
determined on the basis of the offered rates of the Reference Banks for
one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest
Determination Date. In such event, the Trustee will request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If on
such Interest Determination Date, two or more Reference Banks provide such
offered quotations, One-Month LIBOR for the related Interest Accrual Period
shall be the arithmetic mean of such offered quotations (rounded upwards, if
necessary, to the nearest whole multiple of 1/16%). If on such Interest
Determination Date, fewer than two Reference Banks provide such offered
quotations, One-Month LIBOR for the related Interest Accrual Period shall be the
higher of (i) LIBOR as determined on the previous Interest Determination Date
and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under the
priorities described above, LIBOR for an Interest Determination Date would be
based on LIBOR for the previous Interest Determination Date for the third
consecutive Interest Determination Date, the Trustee shall select, after
consultation with the NIMS Insurer, an alternative comparable index (over which
the Trustee has no control), used for determining one-month Eurodollar lending
rates that is calculated and published (or otherwise made available) by an
independent party.

         "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor or the Master Servicer
acceptable to the Trustee, if such opinion is delivered to the Trustee, except
that any opinion of counsel relating to (a) the qualification of any Trust REMIC
as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of
Independent counsel.

         "Optional Termination Date": The first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to an amount
less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as
of the Cut-off Date.

         "Originators": Ameriquest Mortgage Company and Town & Country Credit
Corporation.

         "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the Overcollateralization Target
Amount applicable to such Distribution Date over (b) the Overcollateralized
Amount applicable to such Distribution Date (calculated for this purpose only,
after assuming that 100% of the Principal Remittance Amount on such Distribution
Date has been distributed).

         "Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the Overcollateralization Deficiency Amount
as of such Distribution Date and (b) the Net Monthly Excess Cashflow for such
Distribution Date.

         "Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the Excess
Overcollateralized Amount and (b) the Principal Remittance Amount.



                                       32

<PAGE>



         "Overcollateralization Target Amount": With respect to any Distribution
Date (i) prior to the Stepdown Date, 1.50% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the
Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
3.00% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (y) $5,000,002, or (iii) on or after the Stepdown Date and if a
Trigger Event is in effect, the Overcollateralization Target Amount for the
immediately preceding Distribution Date.

         "Overcollateralized Amount": With respect to any Distribution Date, the
excess, if any, of (a) the aggregate Stated Principal Balances of the Mortgage
Loans and REO Properties immediately following such Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period), over (b) the sum of
the aggregate Certificate Principal Balances of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates as of such Distribution Date
(after giving effect to distributions to be made on such Distribution Date).

         "Ownership Interest": As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.

         "Pass-Through Rate": With respect to any Class of Adjustable-Rate
Certificates and any Distribution Date, the lesser of (x) the related Formula
Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate for such
Distribution Date. For federal income tax purposes, the Pass- Through Rate for
the Adjustable-Rate Certificates will be calculated without respect to any Cap
Contract Excess, which such amounts, if any, shall have been paid in respect of
Net WAC Rate Carryover Amounts and paid outside of any REMIC created herein.

         With respect to the Class CE Interest and any Distribution Date, a rate
per annum equal to the percentage equivalent of a fraction, the numerator of
which is the sum of the amounts calculated pursuant to clauses (A) through (O)
below, and the denominator of which is the aggregate Uncertificated Balance of
REMIC I Regular Interests I-LTAA, I-LTA1A, I-LTA1B, I-LTA2, I- LTA3, I-LTA4,
I-LTM1, I-LTM2, I-LTM3, I-LTM4, I-LTM5, I-LTM6 and I-LTM7. For purposes of
calculating the Pass-Through Rate for the Class CE Interest, the numerator is
equal to the sum of the following components:

         (A) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTAA
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTAA;

         (B) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1A
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTA1A;



                                       33

<PAGE>



         (C) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1B
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTA1B;

         (D) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA2
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTA2;

         (E) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA3
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTA3;

         (F) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA4
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTA4;

         (G) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM1
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTM1;

         (H) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM2
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTM2;

         (I) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM3
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTM3;

         (J) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM4
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTM4;

         (K) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM5
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTM5;

         (L) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM6
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTM6;

         (M) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTM7
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTM7;



                                       34

<PAGE>



         (N) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTZZ
     minus the Marker Rate, applied to an amount equal to the Uncertificated
     Balance of REMIC I Regular Interest I-LTZZ; and

         (O) 100% of the interest on REMIC I Regular Interest I-LTP.

     With respect to the Class CE Certificates, 100% of the interest
distributable to the Class CE Interest, expressed as a per annum rate.

         "Percentage Interest": With respect to any Class of Certificates (other
than the Residual Certificates), the undivided percentage ownership in such
Class evidenced by such Certificate, expressed as a percentage, the numerator of
which is the initial Certificate Principal Balance or Notional Amount
represented by such Certificate and the denominator of which is the aggregate
initial Certificate Principal Balance or Notional Amount of all of the
Certificates of such Class. The Class A Certificates and the Mezzanine
Certificates (other than the Class M-7 Certificates) are issuable only in
minimum Percentage Interests corresponding to minimum initial Certificate
Principal Balances of $25,000 and integral multiples of $1.00 in excess thereof.
The Class M-7 Certificates are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $50,000 and
integral multiples of $1.00 in excess thereof. The Class P Certificates are
issuable only in minimum Percentage Interests corresponding to minimum initial
Certificate Principal Balances of $20 and integral multiples thereof. The Class
CE Certificates are issuable only in minimum Percentage Interests corresponding
to minimum initial Notional Amount of $10,000 and integral multiples of $1.00 in
excess thereof; provided, however, that a single Certificate of such Class of
Certificates may be issued having a Percentage Interest corresponding to the
remainder of the aggregate initial Certificate Principal Balance or Notional
Amount of such Class or to an otherwise authorized denomination for such Class
plus such remainder. With respect to any Residual Certificate, the undivided
percentage ownership in such Class evidenced by such Certificate, as set forth
on the face of such Certificate. The Residual Certificates are issuable in
Percentage Interests of 20% and multiples thereof.

         "Periodic Rate Cap": With respect to each Adjustable-Rate Mortgage Loan
and any Adjustment Date therefor, the fixed percentage set forth in the related
Mortgage Note, which is the maximum amount by which the Mortgage Rate for such
Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage
Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage
Rate in effect immediately prior to such Adjustment Date.

         "Permitted Investments": Any one or more of the following obligations
or securities acquired at a purchase price of not greater than par, regardless
of whether issued by the Depositor, the Master Servicer, the NIMS Insurer, the
Trustee or any of their respective Affiliates:

         (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 such obligations are backed by the full
     faith and credit of the United States;

         (ii) demand and time deposits in, certificates of deposit of, or
     bankers' acceptances (which shall each have an original maturity of not
     more than 90 days and, in the case of bankers'


                                       35

<PAGE>



     acceptances, shall in no event have an original maturity of more than 365
     days or a remaining maturity of more than 30 days) denominated in United
     States dollars and issued by, any Depository Institution;

         (iii) repurchase obligations with respect to any security described in
     clause (i) above entered into with a Depository Institution (acting as
     principal);

         (iv) securities bearing interest or sold at a discount that are issued
     by any corporation incorporated under the laws of the United States of
     America or any state thereof and that are rated by each Rating Agency that
     rates such securities in its highest long-term unsecured rating categories
     at the time of such investment or contractual commitment providing for such
     investment;

         (v) commercial paper (including both non-interest-bearing discount
     obligations and interest-bearing obligations payable on demand or on a
     specified date not more than 30 days after the date of acquisition thereof)
     that is rated by each Rating Agency that rates such securities in its
     highest short-term unsecured debt rating available at the time of such
     investment;

         (vi) units of money market funds, including money market funds advised
     by the Trustee or an Affiliate thereof, that have been rated "Aaa" by
     Moody's, "AAA" by Fitch and "AAAm" by S&P; and

         (vii) if previously confirmed in writing to the Trustee and consented
     to by the NIMS Insurer, any other demand, money market or time deposit, or
     any other obligation, security or investment, as may be acceptable to the
     Rating Agencies as a permitted investment of funds backing securities
     having ratings equivalent to its highest initial rating of the Class A
     Certificates;

provided, however, 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.

         "Permitted Transferee": Any Transferee of a Residual Certificate other
than a Disqualified Organization or Non-United States Person.

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

         "Plan": Any employee benefit plan or certain other retirement plans and
arrangements, including individual retirement accounts and annuities, Keogh
plans and bank collective investment funds and insurance company general or
separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA and Section 4975 of the Code.



                                       36

<PAGE>



         "Prepayment Assumption": As defined in the Prospectus Supplement.

         "Prepayment Charge": With respect to any Prepayment Period, any
prepayment premium, fee or charge payable by a Mortgagor in connection with any
Principal Prepayment pursuant to the terms of the related Mortgage Note as from
time to time held as a part of the Trust Fund, the Prepayment Charges so held
being identified in the Prepayment Charge Schedule (other than any Master
Servicer Prepayment Charge Payment Amount).

         "Prepayment Charge Schedule": As of any date, the list of Prepayment
Charges included in the Trust Fund on such date, attached hereto as Schedule 2
(including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall set forth the following information with respect to each
Prepayment Charge:

         (i) the Master Servicer's Mortgage Loan identifying number;

         (ii) a code indicating the type of Prepayment Charge;

         (iii) the date on which the first Monthly Payment was due on the
related Mortgage Loan;

         (iv) the term of the related Prepayment Charge;

         (v) the original Stated Principal Balance of the related Mortgage Loan;
and

         (vi) the Stated Principal Balance of the related Mortgage Loan as of
the Cut-off Date.

         The Prepayment Charge Schedule shall be amended from time to time by
the Master Servicer in accordance with the provisions of this Agreement and a
copy of such amended Prepayment Charge Schedule shall be furnished by the Master
Servicer to the NIMS Insurer.

         "Prepayment Interest Excess": With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a Principal Prepayment in full
during the portion of the related Prepayment Period occurring between the first
day of the calendar month in which such Distribution Date occurs and the
Determination Date of the calendar month in which such Distribution Date occurs,
an amount equal to interest (to the extent received) at the applicable Net
Mortgage Rate on the amount of such Principal Prepayment for the number of days
commencing on the first day of the calendar month in which such Distribution
Date occurs and ending on the last date through which interest is collected from
the related Mortgagor. The Master Servicer may withdraw such Prepayment Interest
Excess from the Collection Account in accordance with Section 3.05(a)(iv).

         "Prepayment Interest Shortfall": With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a Principal Prepayment in full
during the portion of the related Prepayment Period occurring between the first
day of the related Prepayment Period and the last day of the calendar month
preceding the month in which such Distribution Date occurs, an amount equal to
interest at the applicable Net Mortgage Rate on the amount of such Principal
Prepayment for the number of days commencing on the day after the last date on
which interest is collected from the related Mortgagor and ending on the last
day of the calendar month preceding such Distribution


                                       37

<PAGE>



Date. The obligations of the Master Servicer in respect of any Prepayment
Interest Shortfall are set forth in Section 4.03(e).

         "Prepayment Period": With respect to any Distribution Date, the period
commencing on the day after the Determination Date in the calendar month
preceding the calendar month in which such Distribution Date occurs (or, in the
case of the first Distribution Date, commencing on June 1, 2004) and ending on
the Determination Date of the calendar month in which such Distribution Date
occurs.

         "Principal Prepayment": Any payment of principal made by the Mortgagor
on a Mortgage Loan which is received in advance of its scheduled Due Date and
which is not accompanied by an amount of interest representing the full amount
of scheduled interest due on any Due Date in any month or months subsequent to
the month of prepayment.

         "Principal Remittance Amount": With respect to any Distribution Date,
the sum of the (i) the Group I Principal Remittance Amount and (ii) the Group II
Principal Remittance Amount.

         "Prospectus Supplement": The Prospectus Supplement, dated May 26, 2004,
relating to the public offering of the Offered Certificates (other than the
Class M-7 Certificates).

         "PTCE":  A Prohibited Transaction Class Exemption.

         "Purchase Price": With respect to any Mortgage Loan or REO Property to
be purchased pursuant to or as contemplated by Section 2.03, Section 3.16(a) or
Section 9.01, and as confirmed by an Officers' Certificate from the Master
Servicer to the Trustee, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof as of the date of purchase (or such other price as
provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued
interest on such Stated Principal Balance at the applicable Net Mortgage Rate in
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or an advance by the Master Servicer, which
payment or advance had as of the date of purchase been distributed pursuant to
Section 4.01, through the end of the calendar month in which the purchase is to
be effected and (y) an REO Property, the sum of (1) accrued interest on such
Stated Principal Balance at the applicable Net Mortgage Rate in effect from time
to time from the Due Date as to which interest was last covered by a payment by
the Mortgagor or an advance by the Master Servicer through the end of the
calendar month immediately preceding the calendar month in which such REO
Property was acquired plus (2) REO Imputed Interest for such REO Property for
each calendar month commencing with the calendar month in which such REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had
been distributed as or to cover REO Imputed Interest pursuant to Section 4.01,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan or REO Property pursuant to Sections 3.05(a)(v) and 3.16(a) and (v) in the
case of a Mortgage Loan required to be purchased pursuant to Section 2.03,
expenses reasonably incurred or to be incurred by the Master Servicer, the NIMS
Insurer or the Trustee in respect of the breach or defect giving rise to the
purchase obligation, as well as any costs and damages incurred by the Trust Fund
in connection with any violation by such loan of any predatory or abusive
lending law.


                                       38

<PAGE>



         "Qualified Substitute Mortgage Loan": A mortgage loan substituted for a
Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the
date of such substitution, (i) have an outstanding Stated Principal Balance,
after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, not in excess of the Scheduled Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs, (ii) have a Mortgage Rate not less than
(and not more than one percentage point in excess of) the Mortgage Rate of the
Deleted Mortgage Loan, (iii) with respect to any Adjustable- Rate Mortgage Loan,
have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the
Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate Mortgage Loan,
have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
Deleted Mortgage Loan, (v) with respect to Adjustable-Rate Mortgage Loan, have a
Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi) with
respect to any Adjustable-Rate Mortgage Loan, have a next Adjustment Date not
more than two months later than the next Adjustment Date on the Deleted Mortgage
Loan, (vii) have a remaining term to maturity not greater than (and not more
than one year less than) that of the Deleted Mortgage Loan, (viii) have the same
Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value
Ratio as of the date of substitution equal to or lower than the Loan-to-Value
Ratio of the Deleted Mortgage Loan as of such date, (x) have a risk grading
determined by the Seller at least equal to the risk grading assigned on the
Deleted Mortgage Loan, (xi) have been underwritten or reunderwritten by the
Seller or an affiliate of the Seller in accordance with the same underwriting
criteria and guidelines as the Deleted Mortgage Loan, (xii) have a Prepayment
Charge provision at least equal to the Prepayment Charge provision of the
Deleted Mortgage Loan and (xiii) conform to each representation and warranty set
forth in Section 6 of the Mortgage Loan Purchase Agreement applicable to the
Deleted Mortgage Loan. In the event that one or more mortgage loans are
substituted for one or more Deleted Mortgage Loans, the amounts described in
clause (i) hereof shall be determined on the basis of aggregate Stated Principal
Balances, the Mortgage Rates described in clause (ii) hereof shall be determined
on the basis of weighted average Mortgage Rates, the terms described in clause
(vii) hereof shall be determined on the basis of weighted average remaining
terms to maturity, the Loan-to-Value Ratios described in clause (ix) hereof
shall be satisfied as to each such mortgage loan, the risk gradings described in
clause (x) hereof shall be satisfied as to each such mortgage loan and, except
to the extent otherwise provided in this sentence, the representations and
warranties described in clause (xi) hereof must be satisfied as to each
Qualified Substitute Mortgage Loan or in the aggregate, as the case may be.

         "Rating Agency" or "Rating Agencies": Moody's, Fitch and S&P or their
successors. If such agencies or their successors are no longer in existence,
"Rating Agencies" shall be such nationally recognized statistical rating
agencies, or other comparable Persons, designated by the Depositor, notice of
which designation shall be given to the Trustee and the Master Servicer.

         "Realized Loss": With respect to each Mortgage Loan as to which a Final
Recovery Determination has been made, an amount (not less than zero) equal to
(i) the unpaid Principal Balance of such Mortgage Loan as of the commencement of
the calendar month in which the Final Recovery Determination was made, plus (ii)
accrued interest from the Due Date as to which interest was last paid by the
Mortgagor through the end of the calendar month in which such Final Recovery
Determination was made, calculated in the case of each calendar month during
such period (A) at an annual rate equal to the annual rate at which interest was
then accruing on such Mortgage Loan and (B) on a principal amount equal to the
Stated Principal Balance of such Mortgage Loan as of the


                                       39

<PAGE>



close of business on the Distribution Date during such calendar month, plus
(iii) any amounts previously withdrawn from the Collection Account in respect of
such Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus
(iv) the proceeds, if any, received in respect of such Mortgage Loan during the
calendar month in which such Final Recovery Determination was made, net of
amounts that are payable therefrom to the Master Servicer with respect to such
Mortgage Loan pursuant to Section 3.05(a)(ii).

         With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid Stated Principal Balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued
interest from the Due Date as to which interest was last paid by the Mortgagor
in respect of the related Mortgage Loan through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, calculated in the case of each calendar month during such period (A)
at an annual rate equal to the annual rate at which interest was then accruing
on the related Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of the related Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such Final Recovery Determination was made, plus (iv)
any amounts previously withdrawn from the Collection Account in respect of the
related Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus
(v) the aggregate of all Advances made by the Master Servicer in respect of such
REO Property or the related Mortgage Loan for which the Master Servicer has been
or, in connection with such Final Recovery Determination, will be reimbursed
pursuant to Section 3.13 out of rental income, Insurance Proceeds and
Liquidation Proceeds received in respect of such REO Property, minus (vi) the
total of all net rental income, Insurance Proceeds and Liquidation Proceeds
received in respect of such REO Property that has been, or in connection with
such Final Recovery Determination, will be transferred to the Distribution
Account pursuant to Section 3.13.

         With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the Stated Principal Balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
Stated Principal Balance of the Mortgage Loan as reduced by the Deficient
Valuation.

         With respect to each Mortgage Loan which has become the subject of a
Debt Service Reduction, the portion, if any, of the reduction in each affected
Monthly Payment attributable to a reduction in the Mortgage Rate imposed by a
court of competent jurisdiction. Each such Realized Loss shall be deemed to have
been incurred on the Due Date for each affected Monthly Payment.

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

         "Record Date": With respect to each Distribution Date and any
Book-Entry Certificate (other than the Fixed-Rate Certificates), the Business
Day immediately preceding such Distribution Date. With respect to each
Distribution Date and any other Class of Certificates, including any Definitive


                                       40

<PAGE>



Certificates, the last Business Day of the month immediately preceding the month
in which such Distribution Date occurs.

         "Reference Banks": Deutsche Bank, Barclay's Bank PLC, The Tokyo
Mitsubishi Bank and National Westminster Bank PLC and their successors in
interest; provided, however, that if any of the foregoing banks are not suitable
to serve as a Reference Bank, then any leading banks selected by the Trustee
(after consultation with the NIMS Insurer) which are engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) not controlling, under the control
of or under common control with the Depositor or any Affiliate thereof and (iii)
which have been designated as such by the Trustee.

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

         "Regular Certificate": Any Class A Certificate, Mezzanine Certificate,
Class P Certificate or Class CE Certificate.

         "Regular Interest": A "regular interest" in a REMIC within the meaning
of Section 860G(a)(1) of the Code.

         "Relief Act": The Servicemembers Civil Relief Act or any applicable
state law providing similar relief.

         "Relief Act Interest Shortfall": With respect to any Distribution Date
and any Mortgage Loan, any reduction in the amount of interest collectible on
such Mortgage Loan for the most recently ended calendar month as a result of the
application of the Relief Act.

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

         "REMIC I": The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder, with respect
to which a REMIC election is to be made, consisting of: (i) such Mortgage Loans
and Prepayment Charges as from time to time are subject to this Agreement,
together with the Mortgage Files relating thereto, and together with all
collections thereon and proceeds thereof, (ii) any REO Property, together with
all collections thereon and proceeds thereof, (iii) the Trustee's rights with
respect to the Mortgage Loans under all insurance policies, required to be
maintained pursuant to this Agreement and any proceeds thereof, (iv) the
Depositor's rights under the Mortgage Loan Purchase Agreement (including any
security interest created thereby) to the extent conveyed pursuant to Section
2.01 and (v) the Collection Account (other than any amounts representing any
Master Servicer Prepayment Charge Payment Amounts), the Distribution Account
(other than any amounts representing any Master Servicer Prepayment Charge
Payment Amounts) and any REO Account and such assets that are deposited therein
from time to time and any investments thereof, together with any and all income,
proceeds and payments with respect thereto. Notwithstanding the foregoing,
however, REMIC I specifically excludes any Master Servicer Prepayment Charge
Payment Amounts, the Net WAC Rate Carryover Reserve Account, the Cap Contracts,
all payments and other collections of principal and interest due on the


                                       41

<PAGE>



Mortgage Loans on or before the Cut-off Date and all Prepayment Charges payable
in connection with Principal Prepayments made before the Cut-off Date.

         "REMIC I Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount (subject to adjustment based on the actual number
of days elapsed in the respective Interest Accrual Periods for the indicated
Regular Interests for such Distribution Date) equal to (a) the product of (i)
50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties then outstanding and (ii) the REMIC I Remittance Rate for REMIC I
Regular Interest I- LTAA minus the Marker Rate, divided by (b) 12.

         "REMIC I Marker Allocation Percentage": 50% of any amount payable or
loss attributable from the Mortgage Loans, which shall be allocated to REMIC I
Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1A, REMIC I Regular
Interest I-LTA1B, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest
I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest I- LTM1, REMIC
I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTZZ and
REMIC I Regular Interest I-LTP.

         "REMIC I Overcollateralization Target Amount": 0.50% of the
Overcollateralization Target Amount.

         "REMIC I Overcollateralized Amount": With respect to any date of
determination, (i) 0.50% of the aggregate Uncertificated Balances of the REMIC I
Regular Interests minus (ii) the aggregate of the Uncertificated Balances of
REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest I- LTA1B, REMIC I
Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6 and REMIC I Regular
Interest I-LTM7, in each case as of such date of determination.

         "REMIC I Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to the product of (i) 50% of the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) one minus a fraction, the numerator of which is two times
the aggregate of the Uncertificated Balances of REMIC I Regular Interest
I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2,
REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I
Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
I-LTM5, REMIC I Regular Interest I-LTM6 and REMIC I Regular Interest I-LTM7 and
the denominator of which is the aggregate of the Uncertificated Balances of
REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I
Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7 and REMIC I Regular Interest I-LTZZ.



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<PAGE>



         "REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I. Each REMIC I Regular Interest shall accrue
interest at the related REMIC I Remittance Rate in effect from time to time, and
shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Balance as set forth in the Preliminary Statement hereto. The following is a
list of each of the REMIC I Regular Interests: REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I
Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular Interest I-LTZZ, REMIC I Regular Interest
I-LTXX, REMIC I Regular Interest I-LTP, REMIC I Regular Interest I-LT1SUB, REMIC
I Regular Interest I-LT1GRP, REMIC I Regular Interest I-LT2SUB and REMIC I
Regular Interest II-LT2GRP.

         "REMIC I Remittance Rate": With respect to REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B,
REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I
Regular Interest I-LTA4, REMIC I Regular Interest I- LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
I Regular Interest I-LTM7, REMIC I Regular Interest I-LTZZ, REMIC I Regular
Interest I-LTP, REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest
I-LT2SUB and REMIC I Regular Interest I-LTXX, the weighted average of the
Expense Adjusted Net Mortgage Rates of the Mortgage Loans. With respect to REMIC
I Regular Interest I-LT1GRP, the weighted average of the Expense Adjusted Net
Mortgage Rates of the Group I Mortgage Loans and with respect REMIC I Regular
Interest I-LT2GRP, the weighted average of the Expense Adjusted Net Mortgage
Rates of the Group II Mortgage Loans.

         "REMIC I Sub WAC Allocation Percentage": 50% of any amount payable from
or loss attributable to the Mortgage Loans, which shall be allocated to REMIC I
Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP, REMIC I Regular
Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP and REMIC I Regular
Interest I-LTXX.

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

         "REMIC II": The segregated pool of assets consisting of all of the
REMIC I Regular Interests conveyed in trust to the Trustee, for the benefit of
the REMIC I Certificateholders pursuant to Section 2.09, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.

         "REMIC II Regular Interest": Any Class A Certificate, Mezzanine
Certificate, Class CE Interest or Class P Interest.


                                       43

<PAGE>



         "REMIC III": The segregated pool of assets consisting of the Class CE
Interest conveyed in trust to the Trustee, for the benefit of the Holders of the
Regular Certificates and the Class R-X Certificate (in respect of the Class
R-III Interest), pursuant to Section 2.07, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.

         "REMIC IV": The segregated pool of assets consisting of the Class P
Interest conveyed in trust to the Trustee, for the benefit of the Holders of the
Regular Certificates and the Class R-X Certificate (in respect of the Class R-IV
Interest), pursuant to Section 2.07, and all amounts deposited therein, with
respect to which a separate REMIC election is to be made.

         "REMIC Provisions": Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of the Code, and related provisions, and proposed, temporary and
final regulations and published rulings, notices and announcements promulgated
thereunder, as the foregoing may be in effect from time to time.

         "REMIC Regular Interest": Any REMIC I Regular Interest, REMIC II
Regular Interest, Class CE Certificate and Class P Certificate.

         "REMIC Remittance Rate": The REMIC I Remittance Rate.

         "Remittance Report": A report in form and substance that is acceptable
to the Trustee and the NIMS Insurer on a magnetic disk or tape prepared by the
Master Servicer pursuant to Section 4.03 with such additions, deletions and
modifications as agreed to by the Trustee and the Master Servicer.

         "Representative": Credit Suisse First Boston LLC.

         "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code as being
included in the term "rents from real property."

         "REO Account": Each of the accounts maintained by the Master Servicer
in respect of an REO Property pursuant to Section 3.13, which account may be the
Collection Account subject to Section 3.13.

         "REO Disposition": The sale or other disposition of an REO Property on
behalf of REMIC I.

         "REO Imputed Interest": As to any REO Property, for any calendar month
during which such REO Property was at any time part of REMIC I, one month's
interest at the applicable Net Mortgage Rate on the Stated Principal Balance of
such REO Property (or, in the case of the first such calendar month, of the
related Mortgage Loan, if appropriate) as of the close of business on the
Distribution Date in such calendar month.

         "REO Principal Amortization": With respect to any REO Property, for any
calendar month, the excess, if any, of (a) the aggregate of all amounts received
in respect of such REO Property


                                       44

<PAGE>



during such calendar month, whether in the form of rental income, sale proceeds
(including, without limitation, that portion of the Termination Price paid in
connection with a purchase of all of the Mortgage Loans and REO Properties
pursuant to Section 9.01 that is allocable to such REO Property) or otherwise,
net of any portion of such amounts (i) payable pursuant to Section 3.13(c) in
respect of the proper operation, management and maintenance of such REO Property
or (ii) payable or reimbursable to the Master Servicer pursuant to Section
3.13(d) for unpaid Servicing Fees in respect of the related Mortgage Loan and
unreimbursed Servicing Advances and Advances in respect of such REO Property or
the related Mortgage Loan, over (b) the REO Imputed Interest in respect of such
REO Property for such calendar month.

         "REO Property": A Mortgaged Property acquired by the Master Servicer on
behalf of REMIC I through foreclosure or deed-in-lieu of foreclosure, as
described in Section 3.13.

         "Request for Release": A release signed by a Servicing Officer, in the
form of Exhibit E attached hereto.

         "Reserve Interest Rate": With respect to any Interest Determination
Date, the rate per annum that the Trustee determines to be either (i) the
arithmetic mean (rounded upwards if necessary to the nearest whole multiple of
1/16%) of the one-month U.S. dollar lending rates which New York City banks
selected by the Trustee are quoting on the relevant Interest Determination Date
to the principal London offices of leading banks in the London interbank market
or (ii) in the event that the Trustee can determine no such arithmetic mean, the
lowest one-month U.S. dollar lending rate which New York City banks selected by
the Trustee are quoting on such Interest Determination Date to leading European
banks.

         "Residential Dwelling": Any one of the following: (i) an attached or
detached one-family dwelling, (ii) a detached two- to four-family dwelling,
(iii) a one-family dwelling unit in a condominium project or (iv) a detached or
attached one-family dwelling in a planned unit development, none of which is a
co-operative, mobile or manufactured home (unless such mobile or manufactured
home is defined as real property under applicable state law).

         "Residual Certificate": Any one of the Class R Certificates and the
Class R-X Certificates.

         "Residual Interest": The sole class of "residual interests" in a REMIC
within the meaning of Section 860G(a)(2) of the Code.

         "Responsible Officer": When used with respect to the Trustee, any
director, any vice president, any assistant vice president, any associate, 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, with respect to a particular matter, to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

         "Scheduled Principal Balance": With respect to any Mortgage Loan: (a)
as of the Cut-off Date, the outstanding Stated Principal Balance of such
Mortgage Loan as of such date, net of the principal portion of all unpaid
Monthly Payments, if any, due on or before such date; (b) as of any Due Date
subsequent to the Cut-off Date up to and including the Due Date in the calendar
month in


                                       45

<PAGE>



which a Liquidation Event occurs with respect to such Mortgage Loan, the
Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date, minus
the sum of (i) the principal portion of each Monthly Payment due on or before
such Due Date but subsequent to the Cut-off Date, whether or not received, (ii)
all Principal Prepayments received before such Due Date but after the Cut-off
Date, (iii) the principal portion of all Liquidation Proceeds and Insurance
Proceeds received before such Due Date but after the Cut-off Date, net of any
portion thereof that represents principal due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) on a Due
Date occurring on or before the date on which such proceeds were received and
(iv) any Realized Loss incurred with respect thereto as a result of a Deficient
Valuation occurring before such Due Date, but only to the extent such Realized
Loss represents a reduction in the portion of principal of such Mortgage Loan
not yet due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of
any Due Date subsequent to the date of its acquisition on behalf of the Trust
Fund up to and including the Due Date in the calendar month in which a
Liquidation Event occurs with respect to such REO Property, an amount (not less
than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan
as of the Due Date in the calendar month in which such REO Property was
acquired, minus the aggregate amount of REO Principal Amortization, if any, in
respect of such REO Property for all previously ended calendar months; and (b)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such REO Property, zero.

         "Seller": Ameriquest Mortgage Company, or its successor in interest, in
its capacity as seller under the Mortgage Loan Purchase Agreement.

         "Senior Group I Principal Distribution Amount" With respect to any
Distribution Date, an amount, not less than zero, equal to the excess of (x) the
aggregate Certificate Principal Balance of the Class A-1A Certificates and the
Class A-1B Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 66.20% and (ii) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $4,138,222.

         "Senior Group II Principal Distribution Amount" With respect to any
Distribution Date, an amount, not less than zero, equal to the excess of (x) the
aggregate Certificate Principal Balance of the Class A-2 Certificates, the Class
A-3 Certificates and the Class A-4 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 66.20% and (ii)
the aggregate Stated Principal Balance of the Group II Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of


                                       46

<PAGE>



principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $861,779.

         "Senior Interest Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (i) the Interest Distribution Amount for
such Distribution Date for the Class A Certificates and (ii) the Interest Carry
Forward Amount with respect to the Class A Certificates.

         "Servicing Advances": The reasonable "out-of-pocket" costs and expenses
incurred by the Master Servicer in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, in respect of a
particular Mortgage Loan, (iii) the management (including reasonable fees in
connection therewith) and liquidation of any REO Property and (iv) the
performance of its obligations under Section 3.01, Section 3.04(d), Section
3.08, Section 3.12 and Section 3.13. The Master Servicer shall not be required
to make any Servicing Advance in respect of a Mortgage Loan or REO Property
that, in the good faith business judgment of the Master Servicer, would not be
ultimately recoverable from related Insurance Proceeds or Liquidation Proceeds
on such Mortgage Loan or REO Property as provided herein.

         "Servicing Fee": With respect to each Mortgage Loan and for any
calendar month, an amount equal to one month's interest (or in the event of any
payment of interest which accompanies a Principal Prepayment in full made by the
Mortgagor during such calendar month, interest for the number of days covered by
such payment of interest) at the applicable Servicing Fee Rate on the same
principal amount on which interest on such Mortgage Loan accrues for such
calendar month. A portion of such Servicing Fee may be retained by any
Sub-Servicer as its servicing compensation.

         "Servicing Fee Rate": 0.50% per annum.

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

         "Servicing Standard": The standards set forth in the first paragraph of
Section 3.01.

         "Single Certificate": With respect to any Class of Certificates (other
than the Class P Certificates and the Residual Certificates), a hypothetical
Certificate of such Class evidencing a Percentage Interest for such Class
corresponding to an initial Certificate Principal Balance or Notional Amount of
$1,000. With respect to the Class P Certificates and the Residual Certificates,
a hypothetical Certificate of such Class evidencing a 20% Percentage Interest in
such Class.

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

         "Startup Day": With respect to each Trust REMIC, the day designated as
such pursuant to Section 10.01(b) hereof.


                                       47

<PAGE>



         "Stated Principal Balance": With respect to any Mortgage Loan: (a) as
of any date of determination up to but not including the Distribution Date on
which the proceeds, if any, of a Liquidation Event with respect to such Mortgage
Loan would be distributed, the outstanding principal balance of such Mortgage
Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the
sum of (i) the principal portion of each Monthly Payment due on a Due Date
subsequent to the Cut-off Date, to the extent received from the Mortgagor or
advanced by the Master Servicer and distributed pursuant to Section 4.01 on or
before such date of determination, (ii) all Principal Prepayments received after
the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or
before such date of determination, (iii) all Liquidation Proceeds and Insurance
Proceeds applied by the Master Servicer as recoveries of principal in accordance
with the provisions of Section 3.12, to the extent distributed pursuant to
Section 4.01 on or before such date of determination and (iv) any Realized Loss
incurred with respect thereto as a result of a Deficient Valuation made during
or prior to the Prepayment Period for the most recent Distribution Date
coinciding with or preceding such date of determination; and (b) as of any date
of determination coinciding with or subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, zero. With respect to any REO Property: (a) as of any date
of determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property was
acquired before the Distribution Date in any calendar month, the principal
portion of the Monthly Payment due on the Due Date in the calendar month of
acquisition, to the extent advanced by the Master Servicer and distributed
pursuant to Section 4.01 on or before such date of determination, and (ii) the
aggregate amount of REO Principal Amortization in respect of such REO Property
for all previously ended calendar months, to the extent distributed pursuant to
Section 4.01 on or before such date of determination; and (b) as of any date of
determination coinciding with or subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such REO Property
would be distributed, zero.

         "Stayed Funds": If the Master Servicer is the subject of a proceeding
under the Bankruptcy Code and the making of a Remittance (as defined in Section
7.02(b)) is prohibited by Section 362 of the Bankruptcy Code, funds that are in
the custody of the Master Servicer, a trustee in bankruptcy or a federal
bankruptcy court and should have been the subject of such Remittance absent such
prohibition.

         "Stepdown Date": The earlier to occur of (i) the first Distribution
Date on which the aggregate Certificate Principal Balance of the Class A
Certificates has been reduced to zero and (ii) the later to occur of (a) the
Distribution Date occurring in July 2007 and (b) the first Distribution Date on
which the Credit Enhancement Percentage for the Class A Certificates (calculated
for this purpose only after taking into account distributions of principal on
the Mortgage Loans but prior to any distribution of the Principal Distribution
Amount to the Certificates then entitled to distributions of principal on such
Distribution Date) is equal to or greater than 33.80%.

         "Sub-Servicer": Any Person with which the Master Servicer has entered
into a Sub- Servicing Agreement and which meets the qualifications of a
Sub-Servicer pursuant to Section 6.06.



                                       48

<PAGE>



         "Sub-Servicing Account": An account established by a Sub-Servicer which
meets the requirements set forth in Section 6.11 and is otherwise acceptable to
the Master Servicer.

         "Sub-Servicing Agreement": The written contract between the Master
Servicer and a Sub- Servicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 6.06.

         "Subsequent Recoveries": As of any Distribution Date, unexpected
amounts received by the Master Servicer (net of any related expenses permitted
to be reimbursed pursuant to Section 3.04) specifically related to a Mortgage
Loan that was the subject of a liquidation or an REO Disposition prior to the
related Prepayment Period that resulted in a Realized Loss.

         "Substitution Shortfall Amount":  As defined in Section 2.03(d).

         "Tax Returns": The federal income tax return on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each REMIC in the Trust Fund due to its classification
as a REMIC under the REMIC Provisions, together with any and all other
information reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.

         "Telerate Page 3750": The display designated as page "3750" on the
Moneyline Telerate (or such other page as may replace page 3750 on that report
for the purpose of displaying London interbank offered rates of major banks).

         "Termination Price":  As defined in Section 9.01.

         "Terminator":  As defined in Section 9.01.

         "Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.

         "Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

         "Transferor": Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.

         "Trigger Event": A Trigger Event is in effect with respect to a
Distribution Date on and after the Stepdown Date if:

         (a) the Delinquency Percentage for the Mortgage Loans exceeds the
applicable percentages of the Credit Enhancement Percentage for the prior
Distribution Date as set forth below for the most senior Class of Certificates
then outstanding:


                                       49

<PAGE>





       CLASS                 PERCENTAGE
       -----                 ----------
         A                     42.00%
        M-1                    63.66%
        M-2                    110.91%
        M-3                    131.44%
        M-4                    171.04%
        M-5                    218.40%
        M-6                    283.92%
        M-7                   473.20'%


or

         (b) the Cumulative Loss Percentage exceeds the applicable percentages
set forth below with respect to such Distribution Date:



    DISTRIBUTION DATE OCCURRING IN              PERCENTAGE
    ------------------------------              ----------
July 2007 through June 2008                        2.75%
July 2008 through June 2009                        4.25%
July 2009 through June 2010                        5.50%
July 2010 and thereafter                           6.00%

         "Trust Fund": Collectively, all of the assets of each Trust REMIC,
Master Servicer Prepayment Charge Payment Amounts and the Net WAC Rate Carryover
Reserve Account (including any payments made under the Cap Contracts deposited
therein).

         "Trust REMIC": Each of REMIC I, REMIC II, REMIC III and REMIC IV.

         "Trustee": Deutsche Bank National Trust Company, a national banking
association, or its successor in interest, or any successor Trustee appointed as
herein provided.

         "Trustee Fee": The amount payable to the Trustee on each Distribution
Date pursuant to Section 8.05 as compensation for all services rendered by it
and in the exercise and performance of any of the powers and duties of the
Trustee hereunder, which amount shall equal the Trustee Fee Rate accrued for one
month multiplied by the sum of the aggregate Scheduled Principal Balance of the
Mortgage Loans and any REO Properties as of the second preceding Due Date (or,
in the case of the initial Distribution Date, as of the Cut-off Date),
calculated on the basis of a 360-day year consisting of twelve 30-day months.

         "Trustee Fee Rate": 0.0022% per annum.

         "Uncertificated Balance": The amount of any REMIC Regular Interest
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Balance of each REMIC Regular Interest shall equal the amount set
forth in the Preliminary Statement hereto as its initial uncertificated balance.
On each Distribution Date, the Uncertificated Balance of each REMIC Regular
Interest shall be reduced by all distributions of principal made on such REMIC
Regular Interest on such Distribution Date pursuant to Section 4.01 and, if and
to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.04. The
Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be increased


                                       50

<PAGE>



by interest deferrals as provided in Section 4.01(a)(1). The Uncertificated
Balance of each REMIC I Regular Interest shall never be less than zero. With
respect to the Class CE Interest, as of any date of determination, an amount
equal to the excess, if any, of (A) the then aggregate Uncertificated Principal
Balances of the REMIC I Regular Interests over (B) the then aggregate
Certificate Principal Balances of the Class A Certificates, Mezzanine
Certificates and the Class P Interest then outstanding.

         "Uncertificated Interest": With respect to any REMIC I Regular Interest
for any Distribution Date, one month's interest at the REMIC I Remittance Rate
applicable to such REMIC I Regular Interest for such Distribution Date, accrued
on the Uncertificated Balance or Uncertificated Notional Amount thereof
immediately prior to such Distribution Date. Uncertificated Interest in respect
of any REMIC I Regular Interest shall accrue on the basis of a 360-day year
consisting of twelve 30-day months. Uncertificated Interest with respect to each
Distribution Date, as to any REMIC I Regular Interest, shall be reduced by an
amount equal to the sum of (a) the aggregate Prepayment Interest Shortfall, if
any, for such Distribution Date to the extent not covered by payments pursuant
to Section 4.03(e) and (b) the aggregate amount of any Relief Act Interest
Shortfall, if any allocated, in each case, to such REMIC I Regular Interest
pursuant to Section 1.02. In addition, Uncertificated Interest with respect to
each Distribution Date, as to any REMIC I Regular Interest shall be reduced by
Realized Losses, if any, allocated to such REMIC I Regular Interest pursuant to
Section 1.02 and Section 4.04.

         "Underwriters": Credit Suisse First Boston LLC, Deutsche Bank
Securities Inc., Banc of America Securities LLC, Goldman, Sachs & Co. and
Citigroup Global Markets Inc.

         "Underwriters' Exemption": Individual exemptions issued by the United
States Department of Labor, as Prohibited Transaction Exemption ("PTE") 89-90 at
54 Fed. Reg. 42581 and amended on July 21, 1997 as PTE 97-34 at 62 F. R. 39021
and further amended on November 13, 2000 by PTE 2000-58 at 65 Fed. Reg. 67765
and on August 22, 2002 by PTE 2002-41 at 67 Fed. Reg. 54487, to Credit Suisse
First Boston LLC, for specific offerings in which Credit Suisse First Boston
LLC, or any person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with Credit Suisse First
Boston LLC, is an underwriter, placement agent or a manager or co-manager of the
underwriting syndicate or selling group where the trust and the offered
certificates meet specified conditions.

         "Uninsured Cause": Any cause of damage to a Mortgaged Property such
that the complete restoration of such property is not fully reimbursable by the
hazard insurance policies required to be maintained pursuant to Section 3.08.

         "United States Person": A citizen or resident of the United States, 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
(except, in the case of a partnership, to the extent provided in regulations);
provided that, solely for purposes of the restrictions on the transfer of
Residual Certificates, no partnership or other entity treated as a partnership
for United States federal income tax purposes shall be treated as a United
States Person unless all persons that own an interest in such partnership either
directly or through any entity that is not a corporation for United States
federal income tax purposes are required by the applicable operative agreement
to be United States Persons, or an estate whose


                                       51

<PAGE>



income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust. To
the extent prescribed in regulations by the Secretary of the Treasury, which
have not yet been issued, a trust which was in existence on August 20, 1996
(other than a trust treated as owned by the grantor under subpart E of part I of
subchapter J of chapter 1 of the Code), and which was treated as a United States
person on August 20, 1996 may elect to continue to be treated as a United States
person notwithstanding the previous sentence. The term "United States" shall
have the meaning set forth in Section 7701 of the Code.

         "Value": With respect to any Mortgaged Property, the lesser of (i) the
value thereof as determined by an appraisal made for the originator of the
Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser
who met the minimum requirements of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989, and (ii) the purchase price paid for the related
Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan,
provided, however, in the case of a Refinanced Mortgage Loan, such value of the
Mortgaged Property is based solely upon the value determined by an appraisal
made for the originator of such Refinanced Mortgage Loan at the time of
origination of such Refinanced Mortgage Loan by an appraiser who met the minimum
requirements of the Financial Institutions Reform, Recovery and Enforcement Act
of 1989 or, subject to the applicable Originator's underwriting guidelines, an
insured automated valuation model.

         "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. With respect to any date of
determination, 98% of all Voting Rights will be allocated among the Holders of
the Class A Certificates, the Mezzanine Certificates and the Class CE
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, 1% of all Voting Rights will be
allocated to the Holders of the Class P Certificates and 1% of all Voting Rights
will be allocated among the Holders of the Residual Certificates. The Voting
Rights allocated to each Class of Certificate shall be allocated among Holders
of each such Class in accordance with their respective Percentage Interests as
of the most recent Record Date.

         SECTION 1.02. Allocation of Certain Interest Shortfalls.

         For purposes of calculating the amount of Accrued Certificate Interest
and the amount of the Interest Distribution Amount for the Class A Certificates,
the Mezzanine Certificates and the Class CE Certificates for any Distribution
Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent
not covered by payments by the Master Servicer pursuant to Section 4.03(e)) and
any Relief Act Interest Shortfall incurred in respect of the Mortgage Loans for
any Distribution Date shall be allocated first, to reduce the interest accrued
on the Class CE Certificates to the extent of one month's interest at the
applicable Pass-Through Rate on the Notional Amount of such Certificate and
thereafter, among the Class A Certificates and the Mezzanine Certificates on a
pro rata basis based on, and to the extent of, one month's interest at the then
applicable respective Pass- Through Rate on the respective Certificate Principal
Balance of each such Certificate.



                                       52

<PAGE>



income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust. To
the extent prescribed in regulations by the Secretary of the Treasury, which
have not yet been issued, a trust which was in existence on August 20, 1996
(other than a trust treated as owned by the grantor under subpart E of part I of
subchapter J of chapter 1 of the Code), and which was treated as a United States
person on August 20, 1996 may elect to continue to be treated as a United States
person notwithstanding the previous sentence. The term "United States" shall
have the meaning set forth in Section 7701 of the Code.

         "Value": With respect to any Mortgaged Property, the lesser of (i) the
value thereof as determined by an appraisal made for the originator of the
Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser
who met the minimum requirements of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989, and (ii) the purchase price paid for the related
Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan,
provided, however, in the case of a Refinanced Mortgage Loan, such value of the
Mortgaged Property is based solely upon the value determined by an appraisal
made for the originator of such Refinanced Mortgage Loan at the time of
origination of such Refinanced Mortgage Loan by an appraiser who met the minimum
requirements of the Financial Institutions Reform, Recovery and Enforcement Act
of 1989 or, subject to the applicable Originator's underwriting guidelines, an
insured automated valuation model.

         "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. With respect to any date of
determination, 98% of all Voting Rights will be allocated among the Holders of
the Class A Certificates, the Mezzanine Certificates and the Class CE
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, 1% of all Voting Rights will be
allocated to the Holders of the Class P Certificates and 1% of all Voting Rights
will be allocated among the Holders of the Residual Certificates. The Voting
Rights allocated to each Class of Certificate shall be allocated among Holders
of each such Class in accordance with their respective Percentage Interests as
of the most recent Record Date.

         SECTION 1.02. Allocation of Certain Interest Shortfalls.

         For purposes of calculating the amount of Accrued Certificate Interest
and the amount of the Interest Distribution Amount for the Class A Certificates,
the Mezzanine Certificates and the Class CE Certificates for any Distribution
Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent
not covered by payments by the Master Servicer pursuant to Section 4.03(e)) and
any Relief Act Interest Shortfall incurred in respect of the Mortgage Loans for
any Distribution Date shall be allocated first, to reduce the interest accrued
on the Class CE Certificates to the extent of one month's interest at the
applicable Pass-Through Rate on the Notional Amount of such Certificate and
thereafter, among the Class A Certificates and the Mezzanine Certificates on a
PRO RATA basis based on, and to the extent of, one month's interest at the then
applicable respective Pass- Through Rate on the respective Certificate Principal
Balance of each such Certificate.



                                       52

<PAGE>



         For purposes of calculating the amount of Uncertificated Interest for
the REMIC I Regular Interests for any Distribution Date:

         (A) The REMIC I Marker Allocation Percentage of the aggregate amount of
     any Prepayment Interest Shortfalls (to the extent not covered by payments
     by the Master Servicer pursuant to Section 4.03(e)) and the REMIC I Marker
     Allocation Percentage of any Relief Act Interest Shortfalls incurred in
     respect of the Mortgage Loans for any Distribution Date shall be allocated
     first, to Uncertificated Interest payable to REMIC I Regular Interest
     I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate amount equal
     to the REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively,
     and thereafter among REMIC I Regular Interest I-LTA1A, REMIC I Regular
     Interest I-LTA1B, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest
     I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest I-LTM1,
     REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
     Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
     Interest I-LTM6, REMIC I Regular Interest I-LTM7 and REMIC I Regular
     Interest I-LTZZ, PRO RATA, based on, and to the extent of, one month's
     interest at the then applicable respective REMIC I Remittance Rate on the
     respective Uncertificated Balance of each such REMIC I Regular Interest;
     and

         (B) The REMIC I Sub WAC Allocation Percentage of the aggregate amount
     of any Prepayment Interest Shortfalls (to the extent not covered by
     payments by the Master Servicer pursuant to Section 4.03(e)) and the REMIC
     I Sub WAC Allocation Percentage of any Relief Act Interest Shortfalls
     incurred in respect of the Mortgage Loans for any Distribution Date shall
     be allocated to Uncertificated Interest payable to REMIC I Regular Interest
     I-LT1SUB, REMIC I Regular Interest I-LT1GRP, REMIC I Regular Interest
     I-LT2SUB, REMIC I Regular Interest I- LT2GRP and REMIC I Regular Interest
     I-LTXX, PRO RATA, based on, and to the extent of, one month's interest at
     the then applicable respective REMIC I Remittance Rate on the respective
     Uncertificated Balance of each such REMIC I Regular Interest.

         SECTION 1.03 Rights of the NIMS Insurer.

         Each of the rights of the NIMS Insurer set forth in this Agreement
shall exist so long as (i) the NIMS Insurer has undertaken to guarantee certain
payments of notes issued pursuant to an Indenture and (ii) any series of notes
issued pursuant to one or more Indentures remain outstanding or the NIMS Insurer
is owed amounts in respect of its guarantee of payment on such notes; provided,
however, the NIMS Insurer shall not have any rights hereunder (except pursuant
to Section 11.01 in the case of clause (ii) below) during the period of time, if
any, that (i) the NIMS Insurer has not undertaken to guarantee certain payments
of notes issued pursuant to the Indenture or (ii) any default has occurred and
is continuing under the insurance policy issued by the NIMS Insurer with respect
to such notes.


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES



                                       53

<PAGE>



         SECTION 2.01. Conveyance of Mortgage Loans.

         The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey to the Trustee
without recourse for the benefit of the Certificateholders all the right, title
and interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in and to the Mortgage Loans identified on the
Mortgage Loan Schedule, the rights of the Depositor under the Mortgage Loan
Purchase Agreement, all other assets included or to be included in REMIC I
(including any payments made under the Cap Contracts). Such assignment includes
all interest and principal received by the Depositor or the Master Servicer on
or with respect to the Mortgage Loans (other than payments of principal and
interest due on such Mortgage Loans on or before the Cut-off Date). The
Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan
Purchase Agreement and the Trustee, on behalf of the Certificateholders,
acknowledges receipt of the same.

         In connection with such transfer and assignment, the Depositor does
hereby deliver to, and deposit with, the Trustee the following documents or
instruments with respect to each Mortgage Loan so transferred and assigned the
following documents or instruments (a "Mortgage File"):

         (i) the original Mortgage Note, endorsed in blank, without recourse, or
     in the following form: "Pay to the order of Deutsche Bank National Trust
     Company, as Trustee under the applicable agreement, without recourse," with
     all prior and intervening endorsements showing a complete chain of
     endorsement from the originator to the Person so endorsing to the Trustee,
     or with respect to any lost Mortgage Note, an original Lost Note Affidavit;
     provided however, that such substitutions of Lost Note Affidavits for
     original Mortgage Notes may occur only with respect to Mortgage Loans, the
     aggregate Cut-off Date Principal Balance of which is less than or equal to
     2.00% of the Pool Balance as of the Cut-off Date;

         (ii) the original Mortgage, with evidence of recording thereon, and a
     copy, certified by the appropriate recording office, of the recorded power
     of attorney, if the Mortgage was executed pursuant to a power of attorney,
     with evidence of recording thereon;

         (iii) an original Assignment of the Mortgage assigned in blank, without
     recourse;

         (iv) the original recorded intervening Assignment or Assignments of the
     Mortgage showing a complete chain of assignment from the originator to the
     Person assigning the Mortgage to the Trustee as contemplated by the
     immediately preceding clause (iii) or the original unrecorded intervening
     Assignments;

         (v) the original or copies of each assumption, modification, written
     assurance or substitution agreement, if any; and

         (vi) the original lenders's title insurance policy or an attorney's
     opinion of title or similar guarantee of title acceptable to mortgage
     lenders generally in the jurisdiction where the Mortgaged Property is
     located, together with all endorsements or riders which were issued with or
     subsequent to the issuance of such policy, or in the event such original
     title policy is


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<PAGE>



     unavailable, a written commitment or uniform binder or preliminary report
     of title issued by the title insurance or escrow company.

         If any of the documents referred to in Sections 2.01(ii), (iii) or (iv)
above has as of the Closing Date been submitted for recording but either (x) has
not been returned from the applicable public recording office or (y) has been
lost or such public recording office has retained the original of such document,
the obligations of the Depositor to deliver such documents shall be deemed to be
satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on
behalf of the Trustee, of a copy of each such document certified by the
applicable Originator in the case of (x) above or the applicable public
recording office in the case of (y) above to be a true and complete copy of the
original that was submitted for recording and (2) if such copy is certified by
the applicable Originator, delivery to the Trustee, or to the appropriate
Custodian on behalf of the Trustee, promptly upon receipt thereof of either the
original or a copy of such document certified by the applicable public recording
office to be a true and complete copy of the original. If the original lender's
title insurance policy was not delivered pursuant to Section 2.01(vi) above, the
Depositor shall deliver or cause to be delivered to the Trustee, or to the
appropriate Custodian on behalf of the Trustee, promptly after receipt thereof,
the original lender's title insurance policy. The Depositor shall deliver or
cause to be delivered to the Trustee, or to the appropriate Custodian on behalf
of the Trustee, promptly upon receipt thereof any other original documents
constituting a part of a Mortgage File received with respect to any Mortgage
Loan, including, but not limited to, any original documents evidencing an
assumption or modification of any Mortgage Loan.

         The Master Servicer (in its capacity as Seller) shall promptly (and in
no event later than thirty (30) Business Days, subject to extension upon a
mutual agreement between the Master Servicer and the Trustee, following the
later of (i) the Closing Date, (ii) the date on which the Seller receives the
Assignment from the Custodian and (iii) the date of receipt by the Master
Servicer of the recording information for a Mortgage) submit or cause to be
submitted for recording, at no expense to the Trust Fund or the Trustee, in the
appropriate public office for real property records, each Assignment referred to
in Sections 2.01(iii) and (iv) above and shall execute each original Assignment
referred to in section 2.01(iii) above in the following form: "Deutsche Bank
National Trust Company, as Trustee under the applicable agreement." In the event
that any such Assignment is lost or returned unrecorded because of a defect
therein, the Master Servicer (in its capacity as Seller) shall promptly prepare
or cause to be prepared a substitute Assignment or cure or cause to be cured
such defect, as the case may be, and thereafter cause each such Assignment to be
duly recorded.

         Notwithstanding the foregoing, however, for administrative convenience
and facilitation of servicing and to reduce closing costs, the Assignments of
Mortgage shall not be required to be submitted for recording (except with
respect to any Mortgage Loan located in Maryland) unless such failure to record
would result in a withdrawal or a downgrading by any Rating Agency of the rating
on any Class of Certificates; provided further, however, each Assignment of
Mortgage shall be submitted for recording by the Seller in the manner described
above, at no expense to the Trust Fund or the Trustee, upon the earliest to
occur of: (i) reasonable direction by Holders of Certificates entitled to at
least 25% of the Voting Rights or the NIMS Insurer, (ii) failure of the Master
Servicer Termination Test, (iii) the occurrence of a bankruptcy or insolvency
relating to the Seller, (iv) the occurrence of a servicing transfer as described
in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with
respect to any one assignment or Mortgage, the occurrence of a bankruptcy,


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<PAGE>



insolvency or foreclosure relating to the Mortgagor under the related Mortgage.
Notwithstanding the foregoing, if the Master Servicer is unable to pay the cost
of recording the Assignments of Mortgage, such expense will be paid by the
Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund
Expense.

         All original documents relating to the Mortgage Loans that are not
delivered to the Trustee, or to the appropriate Custodian on behalf of the
Trustee, are and shall be held by or on behalf of the Seller, the Depositor or
the Master Servicer, as the case may be, in trust for the benefit of the Trustee
on behalf of the Certificateholders. In the event that any such original
document is required pursuant to the terms of this Section to be a part of a
Mortgage File, such document shall be delivered promptly to the Trustee, or to
the appropriate Custodian on behalf of the Trustee. Any such original document
delivered to or held by the Depositor that is not required pursuant to the terms
of this Section to be a part of a Mortgage File, shall be delivered promptly to
the Master Servicer.

         The parties hereto understand and agree that it is not intended that
any mortgage loan be included in the Trust that is a "High-Cost Home Loan" as
defined by HOEPA or any other applicable predatory or abusive lending laws.


         SECTION 2.02. Acceptance of REMIC I by the Trustee.

         Subject to the provisions of Section 2.01 and subject to any exceptions
noted on the exception report described in the next paragraph below, the Trustee
acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial
Agreement, receipt by the respective Custodian as the duly appointed agent of
the Trustee) of the documents referred to in Section 2.01 (other than such
documents described in Section 2.01(v)) above and all interests and all other
assets included in the definition of "REMIC I" under clauses (i), (iii), (iv)
and (v) (to the extent of amounts deposited into the Distribution Account) and
declares that it, or such Custodian as its agent, holds and will hold such
documents and the other documents delivered to it constituting a Mortgage File,
and that it holds or will hold all such assets and such other assets included in
the definition of "REMIC I" in trust for the exclusive use and benefit of all
present and future Certificateholders.

         On or prior to the Closing Date, the Trustee agrees, for the benefit of
the Certificateholders, to execute and deliver (or cause the Custodian to
execute and deliver) to the Depositor and the NIMS Insurer an acknowledgment of
receipt of the Mortgage Note (with any exceptions noted), substantially in the
form attached as Exhibit C-3 hereto.

         The Trustee agrees, for the benefit of the Certificateholders, to
review (or cause a Custodian on its behalf to review) each Mortgage Note within
45 days of the Closing Date and to certify in substantially the form attached
hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the
Initial Certification attached to the Custodial Agreement) that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception
report annexed thereto as not being covered by such certification), (i) all
documents constituting part of such Mortgage File (other than such documents
described in Section 2.01(v)) required to be delivered to it pursuant to this
Agreement are in its possession, (ii) such documents have been reviewed by it or
such Custodian and are not mutilated,


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<PAGE>



torn or defaced unless initialed by the related borrower and relate to such
Mortgage Loan, (iii) based on its or the Custodian's examination and only as to
the foregoing, the information set forth in the Mortgage Loan Schedule that
corresponds to items (1) through (3), (6), (9), (10), (13), (15) and (19) of the
definition of "Mortgage Loan Schedule" accurately reflects information set forth
in the Mortgage File. It is herein acknowledged that, in conducting such review,
the Trustee or such Custodian was under no duty or obligation (i) to inspect,
review or examine any such documents, instruments, certificates or other papers
to determine whether they are genuine, enforceable, or appropriate for the
represented purpose or whether they have actually been recorded or that they are
other than what they purport to be on their face or (ii) to determine whether
any Mortgage File should include any of the documents specified in clause (v) of
Section 2.01.

         Prior to the first anniversary date of this Agreement the Trustee shall
deliver to the Depositor, the Master Servicer and the NIMS Insurer a final
certification in the form annexed hereto as Exhibit C-2 (or shall cause the
Custodian to deliver to the Trustee, the Depositor, the Master Servicer and the
NIMS Insurer a final certification in the form attached to the Custodial
Agreement) evidencing the completeness of the Mortgage Files, with any
applicable exceptions noted thereon, with respect to all of the Mortgage Loans.
Upon the request of the Master Servicer, any exception report related to the
final certification shall be provided in an electronic computer readable format
as mutually agreed upon by the Master Servicer and the Trustee.

         If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the Trustee
or any Custodian finds any document or documents constituting a part of a
Mortgage File to be missing, mutilated, torn or defaced or does not conform to
the requirements identified above, at the conclusion of its review the Trustee
(or a Custodian on behalf of the Trustee) shall so notify the Depositor, the
NIMS Insurer and the Master Servicer. In addition, upon the discovery by the
Depositor, the NIMS Insurer, the Master Servicer or the Trustee of a breach of
any of the representations and warranties made by the Seller in the Mortgage
Loan Purchase Agreement in respect of any Mortgage Loan which materially
adversely affects such Mortgage Loan or the interests of the related
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties.

         The Trustee (or a Custodian on behalf of the Trustee) shall, at the
written request and expense of any Certificateholder or Certificate Owner,
provide a written report to such Certificateholder or Certificate Owner, of all
Mortgage Files released to the Master Servicer for servicing purposes.

         SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the
                       Seller or the Depositor; Payment of Prepayment Charge
                       Payment Amounts.

         (a) Upon discovery or receipt of notice (including notice under Section
2.02) of any materially defective document in, or that a document is missing
from, the Mortgage File or of the breach by the Seller of any representation,
warranty or covenant under the Mortgage Loan Purchase Agreement in respect of
any Mortgage Loan which materially adversely affects the value of such Mortgage
Loan or the interest therein of the Certificateholders, the Trustee shall
promptly notify the Seller, the NIMS Insurer and the Master Servicer of such
defect, missing document or breach and request that the Seller deliver such
missing document or cure such defect or breach within 90 days from the date the
Seller was notified of such missing document, defect or breach, and if the
Seller


                                       57

<PAGE>



does not deliver such missing document or cure such defect or breach in all
material respects during such period, the Master Servicer (or, in accordance
with Section 6.06(b), the Trustee) shall enforce the obligations of the Seller
under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from
REMIC I at the Purchase Price within 90 days after the date on which the Seller
was notified (subject to Section 2.03(d)) of such missing document, defect or
breach, if and to the extent that the Seller is obligated to do so under the
Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased
Mortgage Loan shall be deposited in the Collection Account, and the Trustee,
upon receipt of written certification from the Master Servicer of such deposit,
shall release to the Seller the related Mortgage File and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as the Seller shall furnish to it and as shall be necessary to vest in
the Seller any Mortgage Loan released pursuant hereto, and the Trustee shall not
have any further responsibility with regard to such Mortgage File. In lieu of
repurchasing any such Mortgage Loan as provided above, if so provided in the
Mortgage Loan Purchase Agreement, the Seller may cause such Mortgage Loan to be
removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(c). It is understood and
agreed that the obligation of the Seller to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a document is missing, a material
defect in a document exists or as to which such a breach has occurred and is
continuing shall constitute the sole remedy respecting such omission, defect or
breach available to the Trustee on behalf of the Certificateholders.

         (b)(i) Promptly upon the earlier of discovery by the Master Servicer or
receipt of notice by the Master Servicer of the breach of any representation,
warranty or covenant of the Master Servicer set forth in Section 2.05, which
materially and adversely affects the interests of the Certificateholders in any
Mortgage Loan, the Master Servicer shall cure such breach in all material
respects.

         (ii) Notwithstanding the provisions of Section 2.03(b)(i) above,

         (A) on the later of (x) the Master Servicer Remittance Date next
     following the earlier of discovery by the Master Servicer or receipt of
     notice by the Master Servicer of the breach of the representation made by
     the Master Servicer in Section 2.05(vii), which breach materially and
     adversely affects the interests of the Holders of the Class P Certificates
     to any Prepayment Charge and (y) the Master Servicer Remittance Date next
     following the Prepayment Period relating to such a breach, the Master
     Servicer shall deposit into the Collection Account the amount of the
     scheduled Prepayment Charge, less any amount collected and deposited by the
     Master Servicer into the Collection Account in respect of such Prepayment
     Charge; and

         (B) on the later of (x) the Master Servicer Remittance Date next
     following the earlier of discovery by the Master Servicer or receipt of
     notice by the Master Servicer of the breach of the covenant made by the
     Master Servicer in Section 2.05(viii), which breach materially and
     adversely affects the interests of the Holders of the Class P Certificates
     to any Prepayment Charge and (y) the Master Servicer Remittance Date next
     following the Prepayment Period relating to such a breach, the Master
     Servicer shall deposit into the Collection Account, as a Master Servicer
     Prepayment Charge Payment Amount, the amount of the waived Prepayment
     Charge, but only to the extent required under Section 2.03(b)(iii) below.



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<PAGE>



         (iii) If with respect to any Prepayment Period,

         (A) the dollar amount of Prepayment Charges that are the subject of
     breaches by the Master Servicer of the covenant made by the Master Servicer
     in Section 2.05(viii), which breaches materially and adversely affect the
     interests of the Holders of the Class P Certificates to such Prepayment
     Charges, exceeds

         (B) 5% of the total dollar amount of Prepayment Charges payable by
     Mortgagors in connection with Principal Prepayments on the related Mortgage
     Loans that occurred during such Prepayment Period,

then the amount required to be paid by the Master Servicer pursuant to Section
2.03(b)(ii)(B) above shall be limited to an amount, that when added to the
amount of Prepayment Charges actually collected by the Master Servicer in
respect of Prepayment Charges relating to Principal Prepayments on the related
Mortgage Loans that occurred during such Prepayment Period, will yield a sum
equal to 95% of the total dollar amount of Prepayment Charges (exclusive of (A)
Prepayment Charges not enforced or collected upon because (i) the enforceability
thereof shall have been limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally or
(ii) the collectability thereof shall have been limited due to acceleration in
connection with a foreclosure or other involuntary payment and (B) Prepayment
Charges waived by the Master Servicer when such waiver does not breach the
covenant set forth in Section 2.05(viii)) payable by Mortgagors in connection
with Principal Prepayments on the related Mortgage Loans that occurred during
such Prepayment Period.

         (c) Any substitution of Qualified Substitute Mortgage Loans for Deleted
Mortgage Loans made pursuant to Section 2.03(a), in the case of the Seller, or
Section 2.03(b), in the case of the Depositor, must be effected prior to the
date which is two years after the Startup Day for REMIC I.

         As to any Deleted Mortgage Loan for which the Seller or the Depositor
substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution
shall be effected by the Seller or the Depositor, as the case may be, delivering
to the Trustee (or a Custodian on behalf of the Trustee), for such Qualified
Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the
Assignment to the Trustee, and such other documents and agreements, with all
necessary endorsements thereon, as are required by Section 2.01, together with
an Officers' Certificate providing that each such Qualified Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution Shortfall
Amount (as described below), if any, in connection with such substitution. The
Trustee (or a Custodian on behalf of the Trustee) shall acknowledge receipt for
such Qualified Substitute Mortgage Loan or Loans and, within ten Business Days
thereafter, review such documents as specified in Section 2.02 and deliver to
the Depositor, the NIMS Insurer, the Trustee and the Master Servicer, with
respect to such Qualified Substitute Mortgage Loan or Loans, a certification
substantially in the form attached hereto as Exhibit C-1, with any applicable
exceptions noted thereon. Within one year of the date of substitution, the
Trustee shall deliver to the Depositor, the NIMS Insurer and the Master Servicer
a certification substantially in the form of Exhibit C-2 hereto with respect to
such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions
noted thereon. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution are not part of REMIC I and will be
retained by the


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<PAGE>



Depositor or the Seller, as the case may be. For the month of substitution,
distributions to Certificateholders will reflect the Monthly Payment due on such
Deleted Mortgage Loan on or before the Due Date in the month of substitution,
and the Depositor or the Seller, as the case may be, shall thereafter be
entitled to retain all amounts subsequently received in respect of such Deleted
Mortgage Loan. The Depositor shall give or cause to be given written notice to
the Certificateholders and the NIMS Insurer that such substitution has taken
place, shall amend the Mortgage Loan Schedule and, if applicable, the Prepayment
Charge Schedule, to reflect the removal of such Deleted Mortgage Loan from the
terms of this Agreement and the substitution of the Qualified Substitute
Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage Loan
Schedule to the Trustee and the NIMS Insurer. Upon such substitution, such
Qualified Substitute Mortgage Loan or Loans shall constitute part of the
Mortgage Pool and shall be subject in all respects to the terms of this
Agreement and, in the case of a substitution effected by the Seller, the
Mortgage Loan Purchase Agreement, including all applicable representations and
warranties thereof.

         For any month in which the Depositor or the Seller substitutes one or
more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans,
the Master Servicer will determine the amount (the "Substitution Shortfall
Amount"), if any, by which the aggregate Purchase Price of all such Deleted
Mortgage Loans exceeds the aggregate of, as to each such Qualified Substitute
Mortgage Loan, the Scheduled Principal Balance thereof as of the date of
substitution, together with one month's interest on such Scheduled Principal
Balance at the applicable Net Mortgage Rate. On the date of such substitution,
the Depositor or the Seller, as the case may be, will deliver or cause to be
delivered to the Master Servicer for deposit in the Collection Account an amount
equal to the Substitution Shortfall Amount, if any, and the Trustee, upon
receipt of the related Qualified Substitute Mortgage Loan or Loans and
certification by the Master Servicer of such deposit, shall release to the
Depositor or the Seller, as the case may be, the related Mortgage File or Files
execute and deliver such instruments of transfer or assignment, in each case
without recourse, as the Depositor or the Seller, as the case may be, shall
deliver to it and as shall be necessary to vest therein any Deleted Mortgage
Loan released pursuant hereto.

         In addition, the Depositor or the Seller, as the case may be, shall
obtain at its own expense and deliver to the Trustee and the NIMS Insurer an
Opinion of Counsel to the effect that such substitution will not cause (a) any
federal tax to be imposed on any Trust REMIC, including without limitation, any
federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the
Code or on "contributions after the startup date" under Section 860G(d)(1) of
the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time that
any Certificate is outstanding.

         (d) Upon discovery by the Depositor, the NIMS Insurer, the Seller, the
Master Servicer or the Trustee that any Mortgage Loan does not constitute a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the
party discovering such fact shall within two Business Days give written notice
thereof to the other parties. In connection therewith, the Seller or the
Depositor shall repurchase or, subject to the limitations set forth in Section
2.03(c), substitute one or more Qualified Substitute Mortgage Loans for the
affected Mortgage Loan within 90 days of the earlier of discovery or receipt of
such notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made by the Seller. Any such repurchase or substitution
shall be made in the same manner as set forth in Section 2.03(a). The Trustee
shall reconvey to the Depositor or the Seller, as the case may be, the Mortgage
Loan to be released pursuant hereto in the same manner,


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and on the same terms and conditions, as it would a Mortgage Loan repurchased
for breach of a representation or warranty.

         SECTION 2.04. [Reserved].

         SECTION 2.05. Representations, Warranties and Covenants of the Master
                       Servicer.

         The Master Servicer hereby represents, warrants and covenants to the
Trustee, for the benefit of each of the Trustee, the Certificateholders and to
the Depositor that as of the Closing Date or as of such date specifically
provided herein:

         (i) The Master Servicer is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware and
     is duly authorized and qualified to transact any and all business
     contemplated by this Agreement to be conducted by the Master Servicer in
     any state in which a Mortgaged Property is located or is otherwise not
     required under applicable law to effect such qualification and, in any
     event, is in compliance with the doing business laws of any such State, to
     the extent necessary to ensure its ability to enforce each Mortgage Loan
     and to service the Mortgage Loans in accordance with the terms of this
     Agreement;

         (ii) The Master Servicer has the full corporate power and authority to
     service each Mortgage Loan, and to execute, deliver and perform, and to
     enter into and consummate the transactions contemplated by this Agreement
     and has duly authorized by all necessary corporate action on the part of
     the Master Servicer the execution, delivery and performance of this
     Agreement; and this Agreement, assuming the due authorization, execution
     and delivery thereof by the Depositor and the Trustee, constitutes a legal,
     valid and binding obligation of the Master Servicer, enforceable against
     the Master Servicer in accordance with its terms, except to the extent that
     (a) the enforceability thereof may be limited by bankruptcy, insolvency,
     moratorium, receivership and other similar laws relating to creditors'
     rights generally and (b) the remedy of specific performance and injunctive
     and other forms of equitable relief may be subject to the equitable
     defenses and to the discretion of the court before which any proceeding
     therefor may be brought;

         (iii) The execution and delivery of this Agreement by the Master
     Servicer, the servicing of the Mortgage Loans by the Master Servicer
     hereunder, the consummation of any other of the transactions herein
     contemplated, and the fulfillment of or compliance with the terms hereof
     are in the ordinary course of business of the Master Servicer and will not
     (A) result in a breach of any term or provision of the charter or by-laws
     of the Master Servicer or (B) conflict with, result in a breach, violation
     or acceleration of, or result in a default under, the terms of any other
     material agreement or instrument to which the Master Servicer is a party or
     by which it may be bound, or any statute, order or regulation applicable to
     the Master Servicer of any court, regulatory body, administrative agency or
     governmental body having jurisdiction over the Master Servicer; and the
     Master Servicer is not a party to, bound by, or in breach or violation of
     any indenture or other agreement or instrument, or subject to or in
     violation of any statute, order or regulation of any court, regulatory
     body, administrative agency or governmental body having jurisdiction over
     it, which materially and adversely affects or, to the Master Servicer's
     knowledge, would in the future materially and adversely affect, (x) the
     ability of the Master


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     Servicer to perform its obligations under this Agreement or (y) the
     business, operations, financial condition, properties or assets of the
     Master Servicer taken as a whole;

         (iv) The Master Servicer is an approved seller/servicer for Fannie Mae
     or Freddie Mac in good standing and is a HUD approved mortgagee pursuant to
     Section 203 and Section 211 of the National Housing Act;

         (v) Except as disclosed in the Prospectus Supplement, no litigation is
     pending against the Master Servicer that would materially and adversely
     affect the execution, delivery or enforceability of this Agreement or the
     ability of the Master Servicer to service the Mortgage Loans or to perform
     any of its other obligations hereunder in accordance with the terms hereof;

         (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 Master Servicer of, or compliance by the Master Servicer
     with, this Agreement or the consummation of the transactions contemplated
     by this Agreement, except for such consents, approvals, authorizations or
     orders, if any, that have been obtained prior to the Closing Date;

         (vii) The information set forth in the Prepayment Charge Schedule
     attached hereto as Schedule 2 (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 (i) the enforceability thereof may be
     limited by bankruptcy, insolvency, moratorium, receivership and other
     similar laws relating to creditors' rights generally and (ii) the
     collectability thereof may be limited due to acceleration in connection
     with a foreclosure or other involuntary payment;

         (viii) The Master Servicer will not waive any Prepayment Charge or part
     of a Prepayment Charge unless, (i) the enforceability thereof shall have
     been limited by bankruptcy, insolvency, moratorium, receivership and other
     similar laws relating to creditors' rights generally or (ii) the
     collectability thereof shall have been limited due to acceleration in
     connection with a foreclosure or other involuntary payment or (iii) in the
     Master Servicer's reasonable judgment as described in Section 3.01 hereof,
     (x) such waiver relates to a default or a reasonably foreseeable default,
     (y) such waiver would maximize recovery of total proceeds taking into
     account the value of such Prepayment Charge and related Mortgage Loan and
     (z) 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). In no event will the Master Servicer 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;

         (ix) The information set forth in the "monthly tape" provided to the
     Trustee or any of its affiliates is true and correct in all material
     respects;

         (x) With respect to each Mortgage Loan, the Assignment is in recordable
     form; (except that the name of the assignee and the recording information
     with respect to such Mortgage Loan


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     is blank) and each Mortgage Loan was originated in the name of the Master
     Servicer or an affiliate thereof;

         (xi) The Master Servicer has fully furnished and will continue to fully
     furnish, in accordance with the Fair Credit Reporting Act and its
     implementing regulations, accurate and complete information (e.g.,
     favorable and unfavorable) on its borrower credit files to Equifax,
     Experian and Trans Union Credit Information Company or their successors on
     a monthly basis; and

         (xii) The Master Servicer shall transmit full-file credit reporting
     data for each Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19
     and, for each Mortgage Loan, the Master Servicer shall report one of the
     following statuses each month as follows: new origination, current,
     delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off.

         It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive delivery of the Mortgage
Files to the Trustee or to a Custodian, as the case may be, and shall inure to
the benefit of the Trustee, the Depositor and the Certificateholders. Upon
discovery by any of the Depositor, the NIMS Insurer, the Master Servicer or the
Trustee of a breach of any of the foregoing representations, warranties and
covenants which materially and adversely affects the value of any Mortgage Loan,
Prepayment Charge or the interests therein of the Certificateholders, the party
discovering such breach shall give prompt written notice (but in no event later
than two Business Days following such discovery) to the NIMS Insurer and the
Trustee. Subject to Section 7.01, the obligation of the Master Servicer set
forth in Section 2.03(b) to cure breaches (or in the case of the
representations, warranties and covenants set forth in Section 2.05(vii) and
Section 2.05(viii) above, to otherwise remedy such breaches pursuant to Section
2.03(b)) shall constitute the sole remedies against the Master Servicer
available to the Certificateholders, the Depositor or the Trustee on behalf of
the Certificateholders respecting a breach of the representations, warranties
and covenants contained in this Section 2.05. The preceding sentence shall not,
however, limit any remedies available to the Certificateholders, the Depositor
or the Trustee on behalf of the Certificateholders (other than in the case of
the representations, warranties and covenants set forth in Section 2.05(vii) and
Section 2.05(viii) above) pursuant to the Mortgage Loan Purchase Agreement
signed by the Master Servicer in its capacity as Seller, respecting a breach of
the representations, warranties and covenants of the Master Servicer in its
capacity as Seller contained in such Mortgage Loan Purchase Agreement.

         SECTION 2.06. Issuance of the REMIC I Regular Interests and the Class
                       R-I Interest.

         The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery to it of the Mortgage Files, subject to the provisions of Section
2.01 and Section 2.02, together with the assignment to it of all other assets
included in REMIC I, the receipt of which is hereby acknowledged. Concurrently
with such assignment and delivery and in exchange therefor, the Trustee,
pursuant to the written request of the Depositor executed by an officer of the
Depositor, has executed, authenticated and delivered to or upon the order of the
Depositor, the Class R-I Interest in authorized denominations. The interests
evidenced by the Class R-I Interest, together with the REMIC I Regular
Interests, constitute the entire beneficial ownership interest in REMIC I. The
rights of the Class R Certificateholders and REMIC II (as holder of the REMIC I
Regular Interests)


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to receive distributions from the proceeds of REMIC I in respect of the Class
R-I Interest and the REMIC I Regular Interests, respectively, and all ownership
interests evidenced or constituted by the Class R-I Interest and the REMIC I
Regular Interests, shall be as set forth in this Agreement.

         SECTION 2.07. Conveyance of the REMIC I Regular Interests; Acceptance
                       of REMIC I, REMIC II, REMIC III and REMIC IV by the
                       Trustee; Issuance of Class R Certificates and Class R-X
                       Certificates.

         The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee, without recourse all the right, title and interest of the Depositor in
and to the assets described in the definition of REMIC I for the benefit of the
Class R Certificateholders (in respect of the Class R-I Interest) and the holder
of the REMIC I Regular Interests (which are uncertificated). The Trustee
acknowledges receipt of the assets described in the definition of REMIC I and
declares that it holds and shall hold the same in trust for the exclusive use
and benefit of the Class R Certificateholders (in respect of the Class R-I
Interest) and the holder of the REMIC I Regular Interests (which are
uncertificated). The interests evidenced by the Class R-I Interest, together
with the REMIC I Regular Interests, constitute the entire beneficial ownership
interest in REMIC I.

         The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC I Regular Interests (which are uncertificated) for the benefit
of the Holders of the REMIC II Regular Interests and the Class R Certificates
(in respect of the Class R-II Interest). The Trustee acknowledges receipt of the
REMIC I Regular Interests and declares that it holds and shall hold the same in
trust for the exclusive use and benefit of the Holders of the REMIC II Regular
Interests and the Class R Certificates (in respect of the Class R-II Interest).
The interests evidenced by the Class R-II Interest, together with the Regular
Certificates (other than the Class CE Certificates and the Class P
Certificates), the Class CE Interest and the Class P Interest, constitute the
entire beneficial ownership interest in REMIC II.

         The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the REMIC II Regular Interests (which are uncertificated) for the benefit
of the Holders of the REMIC III Regular Interests and the Class R Certificates
(in respect of the Class R-III Interest). The Trustee acknowledges receipt of
the REMIC II Regular Interests and declares that it holds and shall hold the
same in trust for the exclusive use and benefit of the Holders of the REMIC III
Regular Interests and the Class R-X Certificates (in respect of the Class R-III
Interest). The interests evidenced by the Class R-III Interest and the Class CE
Certificates, constitute the entire beneficial ownership interest in REMIC III.

         The Depositor, concurrently with the execution and delivery hereof,
does hereby transfer, assign, set over and otherwise convey in trust to the
Trustee without recourse all the right, title and interest of the Depositor in
and to the Class P Interest (which is uncertificated) for the benefit of the
Holders of the Class P Certificates and the Class R-X Certificates (in respect
of the Class R-IV Interest). The Trustee acknowledges receipt of the Class P
Interest and declares that it holds and shall hold the same in trust for the
exclusive use and benefit of the Holders of the Class P


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Certificates and the Class R-X Certificates (in respect of the Class R-IV
Interest). The interests evidenced by the Class R-IV Interest, together with the
Class P Certificates, constitute the entire beneficial ownership interest in
REMIC IV.

         The Trustee acknowledges the assignment to it of the REMIC I Regular
Interests and, concurrently therewith and in exchange therefor, pursuant to a
written request of the Depositor executed by an officer of the Depositor, the
Trustee has executed, authenticated and delivered to or upon the order of the
Depositor, the Class R Certificates in authorized denominations. The interests
evidenced by the Class R Certificates, together with the REMIC I Regular
Interests, the REMIC II Certificates, the Class CE Interest and the Class P
Interest, constitute the entire beneficial ownership interest in REMIC I and
REMIC II.

         The Trustee acknowledges the assignment to it of the Class CE Interest
and Class P Interest and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Depositor executed by an officer of the
Depositor, the Trustee has executed, authenticated and delivered to or upon the
order of the Depositor, the Class R-X Certificates in authorized denominations.
The interests evidenced by the Class R-X Certificates, together with the Class
CE Certificates and the Class P Certificates, constitute the entire beneficial
ownership interest in REMIC III and REMIC IV.




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                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

         SECTION 3.01. Master Servicer to Act as Master Servicer.

         The Master Servicer shall service and administer the Mortgage Loans on
behalf of the Trustee and in the best interests of and for the benefit of the
Certificateholders (as determined by the Master Servicer in its reasonable
judgment) in accordance with (i) the terms of the respective Mortgage Loans and
any insurance policies related thereto, (ii) all Applicable Regulations, (iii)
the terms of this Agreement, (iv) the Loss Mitigation Action Plan, if
applicable, and (v) to the extent consistent with the preceding requirements, in
the same manner in which it services and administers similar mortgage loans for
its own portfolio, giving due consideration to customary and usual standards of
practice of prudent mortgage lenders and loan servicers administering similar
mortgage loans but without regard to:

         (i) any relationship that the Master Servicer, any Sub-Servicer or any
     Affiliate of the Master Servicer or any Sub-Servicer may have with the
     related Mortgagor;

         (ii) the ownership of any Certificate by the Master Servicer or any
     Affiliate of the Master Servicer;

         (iii) the Master Servicer's obligation to make Advances or Servicing
     Advances; or

         (iv) the Master Servicer's or any Sub-Servicer's right to receive
     compensation for its services hereunder or with respect to any particular
     transaction (the "Servicing Standard").

         Subject only to the above-described servicing standards and the terms
of this Agreement and of the respective Mortgage Loans, the Master Servicer
shall have full power and authority, acting alone or through Sub-Servicers as
provided in Section 6.06, to do or cause to be done any and all things in
connection with such servicing and administration which it may deem necessary or
desirable. Without limiting the generality of the foregoing, the Master Servicer
in its own name or in the name of a Sub-Servicer is hereby authorized and
empowered by the Trustee, in accordance with the servicing standards set forth
above, (i) to execute and deliver, on behalf of the Certificateholders and the
Trustee, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, or of forbearance, or of modification and all
other comparable instruments, with respect to the Mortgage Loans and the
Mortgaged Properties, (ii) to institute foreclosure proceedings or obtain a
deed-in-lieu of foreclosure to convert the ownership of such properties, and to
hold or cause to be held title to such properties, in the name of the Trust
Fund, on behalf of the Trustee and the Certificateholders, (iii) to market, sell
and transfer title of REO Properties held in the name of the Trust Fund to third
party purchasers upon terms and conditions the Master Servicer deems reasonable
under the Servicing Standard, (4) to bring or respond to civil actions or
complaints (in its own name or that of the Trust Fund or the Trustee on behalf
of the Trust Fund) related to any Mortgage Loan, Mortgaged Property or REO
Property held by the Trust Fund


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and (5) execute any other document necessary or appropriate to enable the Master
Servicer to carry out its servicing and administrative duties hereunder
consistent with the Servicing Standard.

         At the written request of the Master Servicer, the Trustee shall
execute and furnish to the Master Servicer such documents as are necessary or
appropriate to enable the Master Servicer to carry out its servicing and
administrative duties hereunder. By execution of this Agreement, the Trustee, on
behalf of the Trust Fund, hereby grants to the Master Servicer a power of
attorney to execute any and all documents necessary to carry out any and all
servicing duties described in this Agreement (including the taking of and
transferring title of REO Properties to third parties held in the name of the
Trustee for the benefit of the Trust) and expressly confirms that this paragraph
along with the face page and a copy of the signature page (duly executed) to
this Agreement shall constitute the power of attorney for evidentiary and/or
recording purposes. The Trustee shall not be liable for the actions of the
Master Servicer or any Sub-Servicers under such powers of attorney.

         Subject to Section 3.04(d) hereof, in accordance with the Servicing
Standard, the Master Servicer shall advance or cause to be advanced funds as
necessary for the purpose of effecting the timely payment of taxes and
assessments on the Mortgaged Properties, which advances shall be Servicing
Advances reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.04(d), and further as provided in Section
3.05(a). Any cost incurred by the Master Servicer or by Sub-Servicers in
effecting the timely payment of taxes and assessments on a Mortgaged Property
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid Stated Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit.

         Consistent with the terms of this Agreement, the Master 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 such waiver, modification, postponement or
indulgence is in conformity with the Servicing Standard; provided, however,
that:

         (A) the Master Servicer shall not make future advances (except as
     provided in Section 4.03);

         (B) the Master Servicer shall not permit any modification with respect
     to any Mortgage Loan that would change the Mortgage Rate, defer or forgive
     the payment of any principal or interest payments, reduce the outstanding
     Stated Principal Balance (except for reductions resulting from actual
     payments of principal) or extend the final maturity date on such Mortgage
     Loan (unless as provided in Section 3.02, (i) the Mortgagor is in default
     with respect to the Mortgage Loan or (ii) such default is, in the judgment
     of the Master Servicer, reasonably foreseeable); and

         (C) the Master Servicer shall not consent to (i) partial releases of
     Mortgages, (ii) alterations, (iii) removal, demolition or division of
     properties subject to Mortgages, (iv) modification or (v) second mortgage
     subordination agreements with respect to any Mortgage Loan that would: (i)
     affect adversely the status of any Trust REMIC as a REMIC, (ii) cause any
     Trust REMIC to be subject to a tax on "prohibited transactions" or
     "contributions" pursuant to the REMIC Provisions, or (iii) both (x) effect
     an exchange or reissuance of such Mortgage Loan


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     under Section 1001 of the Code (or Treasury regulations promulgated
     thereunder) and (y) cause any Trust REMIC constituting part of the Trust
     Fund to fail to qualify as a REMIC under the Code or the imposition of any
     tax on "prohibited transactions" or "contributions" after the Startup Day
     under the REMIC Provisions.

         To the extent consistent with the terms of this Agreement, including
Section 2.03 and Section 2.05, the Master Servicer may waive (or permit a
Sub-Servicer to waive) a Prepayment Charge only under the following
circumstances: (i) such waiver is standard and customary in servicing similar
Mortgage Loans and (ii) such waiver relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Master
Servicer, maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and the related Mortgage Loan.

         The Master Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Master
Servicer from the responsibilities or liabilities arising under this Agreement.
All references to Master Servicer in this Agreement shall be deemed to include
any Sub-Servicer duly appointed by the Master Servicer pursuant to this
Agreement.

         SECTION 3.02. Collection of Certain Mortgage Loan Payments.

         The Master 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 and
the terms and provisions of any applicable insurance policies, follow such
collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or, if applicable, penalty interest, or (ii) extend the due dates
for the Monthly Payments due on a Mortgage Note for a period of not greater than
180 days; provided that any extension pursuant to clause (ii) above shall not
affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder. The NIMS Insurer's prior written consent shall be
required for any modification, waiver or amendment if the aggregate number of
outstanding Mortgage Loans which have been modified, waived or amended exceeds
5% of the number of Mortgage Loans as of the Cut-off Date. In the event of any
such arrangement pursuant to clause (ii) above, the Master Servicer shall make
timely advances on such Mortgage Loan during such extension pursuant to Section
4.03 and in accordance with the amortization schedule of such Mortgage Loan
without modification thereof by reason of such arrangements.

         Notwithstanding the foregoing, in the event that any Mortgage Loan is
in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable, the Master Servicer, consistent with the Servicing
Standard, may also waive, modify or vary any term of such Mortgage Loan
(including modifications that would change the Mortgage Rate, forgive the
payment of principal or interest or extend the final maturity date of such
Mortgage Loan), accept payment from the related Mortgagor of an amount less than
the Stated Principal Balance in final satisfaction of such Mortgage Loan, or
consent to the postponement of strict compliance with any such term or otherwise
grant indulgence to any Mortgagor (any and all such waivers, modifications,
variances, forgiveness of principal or interest, postponements, or indulgences
collectively referred to herein as


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"forbearance"), provided, however, that in determining which course of action
permitted by this sentence it shall pursue, the Master Servicer shall adhere to
the Loss Mitigation Action Plan. The Master Servicer's analysis supporting any
forbearance and the conclusion that any forbearance meets the standards of
Section 3.01 and the Loss Mitigation Action Plan shall be reflected in writing
in the Mortgage File.

         In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to
Mortgage Rates, Monthly Payments or Stated Principal Balances that were made by
the Master Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt
of notice thereof, immediately shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and
any successor master servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement.

         SECTION 3.03. [Reserved].

         SECTION 3.04. Collection Account, Escrow Account and Distribution
                       Account.

         (a) COLLECTION ACCOUNT. On behalf of the Trust Fund, the Master
Servicer shall segregate and hold all funds collected and received pursuant to
each Mortgage Loan separate and apart from any of its own funds and general
assets and shall establish and maintain in the name of the Trustee one or more
accounts (such account or accounts, the "Collection Account") in accordance with
this Section 3.04, held in trust for the benefit of the Trustee and the
Certificateholders.

         (b) DEPOSITS TO THE COLLECTION ACCOUNT. On behalf of the Trust Fund,
the Master Servicer shall deposit or cause to be deposited in the clearing
account (which account must be an Eligible Account) in which it customarily
deposits payments and collections on mortgage loans in connection with its
mortgage loan servicing activities on a daily basis, and in no event more than
one Business Day after the Master Servicer's receipt thereof, and shall
thereafter deposit in the Collection Account, in no event more than two Business
Days after the deposit of such funds into the clearing account, as and when
received or as otherwise required hereunder, and retain therein, the following
payments and collections received or made by it subsequent to the Cut-off Date
with respect to the Mortgage Loans, or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a
Due Period subsequent thereto:

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

         (ii) all payments on account of interest on the Mortgage Loans and REO
     Properties adjusted to the Net Mortgage Rate;

         (iii) all Insurance Proceeds and Liquidation Proceeds (other than
     proceeds to be held in the Escrow Account and applied to the restoration or
     repair of the Mortgaged Property or released to the Mortgagor in accordance
     with the Servicing Standard), Subsequent Recoveries and any amounts
     received in respect of the rental of any REO Property prior to REO
     Disposition;


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         (iv) all proceeds related to the purchase, substitution or repurchase
     of any Mortgage Loan or REO Property in accordance with Section 2.03;

         (v) any amounts required to be deposited by the Master Servicer
     pursuant to Section 3.09 in connection with the deductible clause in any
     blanket hazard insurance policy, such deposit being made from the Master
     Servicer's own funds, without reimbursement therefor;

         (vi) any amounts required to be deposited by the Master Servicer
     pursuant to Section 3.06 in connection with any losses realized on
     Permitted Investments with respect to funds held in the Collection Account;

         (vii) all amounts required to be deposited in connection with
     shortfalls in principal amount of Qualified Substitute Mortgage Loans
     pursuant to Section 2.03 (for purposes of this clause (vii), the Cut-off
     Date with respect to any Qualified Substitute Mortgage Loan shall be deemed
     to be the date of substitution); and

         (viii) all Prepayment Charges collected by the Master Servicer, all
     Prepayment Charges payable by the Master Servicer pursuant to Section
     2.03(b)(ii)(A) and all Master Servicer Prepayment Charge Payment Amounts
     payable by the Master Servicer pursuant to
     Section 2.03(b)(ii)(B) as limited by Section 2.03(b)(iii).

         The foregoing requirements for deposit to the Collection Account shall
be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of late payment charges,
assumption fees, insufficient funds charges, modification fees and other
ancillary fees (but not Prepayment Charges) need not be deposited by the Master
Servicer in the Collection Account and shall upon collection, belong to the
Master Servicer as additional compensation for its servicing activities. In the
event the Master Servicer shall deposit in the Collection Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the Collection Account, any provision herein to the contrary notwithstanding.

         (c) ESCROW ACCOUNT. The Master Servicer shall segregate and hold all
funds collected and received pursuant to each Mortgage Loan which constitute
Escrow Payments separate and apart from any of its own funds and general assets
and shall establish and maintain in the name of the Trustee one or more accounts
(such account or accounts, the "Escrow Account") held in trust for the benefit
of the Certificateholders and the Trustee.

         (d) DEPOSITS TO THE ESCROW ACCOUNT. The Master Servicer shall deposit
or cause to be deposited in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and collections on
mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Master
Servicer's receipt thereof, and shall thereafter deposit in the Escrow Account,
in no event more than two Business Days after the deposit of such funds into the
clearing account, as and when received or as otherwise required hereunder, and
retain therein:

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


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

         (e) DISTRIBUTION ACCOUNT. On behalf of the Trust Fund, the Trustee
shall segregate and hold all funds collected and received pursuant to this
Agreement separate and apart from any of its own funds and general assets and
shall establish and maintain in the name of the Trust Fund one or more
segregated accounts (such account or accounts, the "Distribution Account"), held
in trust for the benefit of the Certificateholders.

         (f) TRUSTEE DEPOSITS TO THE DISTRIBUTION ACCOUNT. Upon receipt, the
Trustee shall deposit or cause to be deposited into the Distribution Account all
payments of any nature received from the Master Servicer in accordance with this
Agreement. The Trustee shall deposit in the Distribution Account any amounts
required to be deposited pursuant to Section 3.06 in connection with losses
realized on Permitted Investments with respect to funds held in the Distribution
Account. Furthermore, promptly upon receipt of any Stayed Funds, whether from
the Master Servicer, a trustee in bankruptcy, or federal bankruptcy court or
other source, the Trustee shall deposit such funds in the Distribution Account,
subject to withdrawal thereof pursuant to Section 7.02(b) or as otherwise
permitted hereunder.

         (g) MASTER SERVICER TRANSFER OF FUNDS TO THE DISTRIBUTION ACCOUNT. On
behalf of the Trust Fund, the Master Servicer shall deliver to the Trustee in
immediately available funds for deposit in the Distribution Account by 3:00 p.m.
(New York time) on the Master Servicer Remittance Date, (i) that portion of
Available Funds (calculated without regard to the references in clause (2) of
the definition thereof to amounts that may be withdrawn from the Distribution
Account) for the related Distribution Date then on deposit in the Collection
Account, (ii) without duplication, the amount of all Prepayment Charges
collected by the Master Servicer, all Prepayment Charges payable by the Master
Servicer pursuant to Section 2.03(b)(ii)(A) and all Master Servicer Prepayment
Charge Payment Amounts payable by the Master Servicer pursuant to Section
2.03(b)(ii)(B), subject to Section 2.03(b)(iii) (in each case to the extent not
related to Principal Prepayments occurring after the related Prepayment Period)
and (iii) any amounts reimbursable to an Advancing Person pursuant to Section
3.23 and the terms of the related Advance Facility.

         In addition, the Master Servicer shall deliver to the Trustee from time
to time as required by this Agreement, for deposit and the Trustee shall so
deposit, in the Distribution Account:

         (i) any Advances, as required pursuant to Section 4.03;

         (ii) any amounts required to be deposited pursuant to Section 3.13 in
     connection with any REO Property;

         (iii) any amounts to be paid in connection with a purchase of Mortgage
     Loans and REO Properties pursuant to Section 3.16 and Section 9.01;

         (iv) any Compensating Interest as required pursuant to Section 4.03(e);



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         (v) any Stayed Funds, as soon as permitted by the federal bankruptcy
     court having jurisdiction in such matters;

         (vi) any amounts required to be paid by the Master Servicer pursuant to
     Section 3.06 in connection with any losses realized on Permitted
     Investments with respect to funds held in the Collection Account; and

         (vii) any amounts required to be paid to the Trustee from the assets of
     the Trust Fund on deposit in the Collection Account pursuant to this
     Agreement, including but not limited to amounts required to be paid to the
     Trustee pursuant to Section 7.02 and Section 8.05.

         Funds held in the Collection Account pursuant to Section 3.04(b) may at
any time be delivered by the Master Servicer to the Trustee for deposit into the
Distribution Account and for all purposes of this Agreement shall be deemed to
be a part of the Collection Account until the Business Day prior to the
Distribution Date; provided, however, that the Trustee shall have the sole
authority to withdraw any funds held pursuant to this paragraph. In the event
the Master Servicer shall deliver to the Trustee for deposit in the Distribution
Account any amount not required to be deposited therein, it may at any time
request that the Trustee withdraw such amount from the Distribution Account and
remit to it any such amount, any provision herein to the contrary
notwithstanding.

         (h) INVESTMENT OF ACCOUNT FUNDS. Funds on deposit in the Collection
Account, the Distribution Account, any REO Account and any Escrow Account may be
invested in Permitted Investments in accordance with the provisions set forth in
Section 3.06. Any investment earnings or interest paid on funds deposited in the
Collection Account, any REO Account and any Escrow Account (subject to Section
3.05(b)) shall accrue to the benefit of the Master Servicer and the Master
Servicer shall be entitled to retain and withdraw such interest from each such
account on a daily basis. Any investment earnings or interest paid on funds
deposited in the Distribution Account, shall accrue to the benefit of the
Trustee and the Trustee shall be entitled to retain and withdraw such interest
from each such account on a daily basis.

         Funds on deposit in the Net WAC Rate Reserve Carryover Account may be
invested in Permitted Investments in accordance with Section 3.06, subject to
any limitations set forth in Section 4.10 and any investment earnings or
interest paid shall accrue to the benefit of the party designated in such
section.

         (i) CREATION, LOCATION AND SUBSEQUENT TRANSFERS OF ACCOUNTS. Each
account created pursuant to this Agreement must be an Eligible Account. On or
prior to the Closing Date, the Master Servicer and the Trustee shall give
notice, to each other, the NIMS Insurer and the Depositor of the location of any
account created by it pursuant to this Agreement. From time to time, the Master
Servicer and the Trustee may each transfer any account created by it to a
different depository institution provided that upon such transfer the written
notice is provided to all other parties listed in the preceding sentence.

         SECTION 3.05. Permitted Withdrawals From the Collection Account, Escrow
                       Account and Distribution Account.



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         (a) COLLECTION ACCOUNT. The Master Servicer may, from time to time,
withdraw from the Collection Account for the following purposes or as described
in Section 4.03:

         (i) to remit to the Trustee for deposit in the Distribution Account the
     amounts required to be so remitted pursuant to Section 3.04(g) or permitted
     to be so remitted pursuant to the last paragraph of Section 3.04(g);

         (ii) subject to Section 3.12(c), to reimburse itself for (a) any unpaid
     Servicing Fees, (b) any unreimbursed Servicing Advances and (c) any
     unreimbursed Advances, the Master Servicer's right to reimburse itself
     pursuant to this subclause (ii) being limited to any Late Collections,
     Liquidation Proceeds, Subsequent Recoveries and Insurance Proceeds received
     on the related Mortgage Loan and any amounts received in respect of the
     rental of the related REO Property prior to an REO Disposition that
     represent payments of principal and/or interest respecting which any such
     advance was made;

         (iii) to reimburse itself for (a) any unpaid Servicing Fees to the
     extent not recoverable under Section 3.05(a)(ii) and (b) any unpaid
     Advances or Servicing Advances that have been deemed Nonrecoverable
     Advances or Nonrecoverable Servicing Advances;

         (iv) to pay to itself any Prepayment Interest Excess;

         (v) to reimburse itself for any amounts paid pursuant to Section
     3.12(b) (and not otherwise previously reimbursed);

         (vi) to pay to itself as servicing compensation any interest earned on
     funds in the Collection Account;

         (vii) subject to Section 4.03(b), to reimburse the Master Servicer in
     respect of any unreimbursed Advances to the extent of funds held in the
     Collection Account for future distribution that were not included in
     Available Funds for the preceding Distribution Date;

         (viii) to reimburse the Master Servicer or the Depositor for expenses
     incurred by or reimbursable to the Master Servicer or the Depositor, as the
     case may be, pursuant to Section 6.03;

         (ix) to remit to the Trustee any amounts that the Trustee is permitted
     to be paid or reimbursed from the assets of the Trust Fund pursuant to the
     terms of this Agreement, including the terms of Section 7.02(a) and Section
     8.05 of this Agreement;

         (x) to reimburse the NIMS Insurer, the Master Servicer (if the Master
     Servicer is not an Affiliate of the Seller) or the Trustee, as the case may
     be, for enforcement expenses reasonably incurred in respect of the breach
     or defect giving rise to the purchase obligation under Section 2.03 of this
     Agreement that were included in the Purchase Price of the Mortgage Loan,
     including any expenses arising out of the enforcement of the purchase
     obligation;



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         (xi) to pay to the Master Servicer, the Depositor or the Seller, as the
     case may be, with respect to each Mortgage Loan that has previously been
     purchased or replaced pursuant to Section 2.03 or Section 3.16(a) all
     amounts received thereon subsequent to the date of purchase or
     substitution, as the case may be;

         (xii) to transfer funds in the Collection Account maintained at a
     particular depository to the Collection Account maintained at a different
     depository, pursuant to Section 3.04(i);

         (xiii) [Reserved];

         (xiv) [Reserved]; and

         (xv) to clear and terminate the Collection Account upon the termination
     of this Agreement.

         On each Business Day as of the commencement of which the balance on
deposit in the Collection Account exceeds $75,000 following any withdrawals
pursuant to the next succeeding sentence, the amount of such excess shall be
remitted to the Trustee, but only if the Collection Account constitutes an
Eligible Account solely pursuant to clause (ii) of the definition of "Eligible
Account." If the balance on deposit in the Collection Account exceeds $75,000 as
of the commencement of business on any Business Day and the Collection Account
constitutes an Eligible Account solely pursuant to clause (ii) of the definition
of "Eligible Account," the Master Servicer shall, on or before 3:00 p.m. New
York time on such Business Day, withdraw from the Collection Account any and all
amounts payable or reimbursable to the Depositor, the Master Servicer, the
Trustee or any Sub-Servicer pursuant to Section 3.05 and shall pay such amounts
to the Persons entitled thereto.

         The foregoing requirements for withdrawal from the Collection Account
shall be exclusive. In the event the Master Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.

         The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (vii), (viii) and (xi)
above. The Master Servicer shall provide written notification to the Trustee and
the NIMS Insurer on or prior to the next succeeding Master Servicer Reporting
Date, upon making any withdrawals from the Collection Account pursuant to
subclause (viii) above.

         (b) ESCROW ACCOUNT. The Master Servicer may, from time to time,
withdraw from the Escrow Account for the following purposes:

         (i) to effect payments of ground rents, taxes, assessments, water
     rates, hazard insurance premiums and comparable items;



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         (ii) to reimburse the Master Servicer for any Servicing Advance made by
     the Master Servicer with respect to a related Mortgage Loan but only from
     amounts received on the related Mortgage Loan which represent late payments
     or Late Collections of Escrow Payments thereunder;

         (iii) to refund to the Mortgagor any funds as may be determined to be
     overages;

         (iv) for transfer to the Collection Account in accordance with the
     terms of this Agreement;

         (v) for application to restoration or repair of the Mortgaged Property;

         (vi) to pay to the Master Servicer, or to the Mortgagor to the extent
     required by the related Mortgage Loan or Applicable Regulations, any
     interest paid on the funds deposited in the Escrow Account;

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

         (viii) to transfer to the Collection Account any Insurance Proceeds.

         In the event the Master Servicer shall deposit in an Escrow Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from such Escrow Account, any provision herein to the contrary
notwithstanding. As part of its servicing duties, the Master Servicer shall pay
to the Mortgagor interest on funds in the Escrow Account, to the extent required
by the related Mortgage Loan or Applicable Regulations, and to the extent that
interest earned on funds in the Escrow Account is insufficient, shall pay such
interest from its own funds, without any reimbursement therefor. The Master
Servicer may pay to itself any excess interest on funds in the Escrow Account,
to the extent such action is in conformity with the Servicing Standard, is
permitted by law and such amounts are not required to be paid to Mortgagors or
used for any of the other purposes set forth above.

         (c) DISTRIBUTION ACCOUNT. The Trustee shall, from time to time, make
withdrawals from the Distribution Account, for any of the following purposes:

         (i) to make distributions to Certificateholders in accordance with
     Section 4.01;

         (ii) to pay to itself amounts to which it is entitled pursuant to
     Section 8.05;

         (iii) to pay itself any interest income earned on funds deposited in
     the Distribution Account pursuant to Section 3.06;

         (iv) to reimburse itself pursuant to Section 7.01 and Section 7.02(b);

         (v) to pay any amounts in respect of taxes pursuant to Section
     10.01(g)(iii); and

         (vi) to clear and terminate the Distribution Account pursuant to
     Section 9.01.



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         SECTION 3.06. Investment of Funds in the Collection Account, the Escrow
                       Account, the REO Account and the Distribution Account.

         (a) The Master Servicer may direct any depository institution
maintaining the Collection Account, the Escrow Account (subject to Section
3.05(b)), and the REO Account and the Trustee may direct any depository
institution maintaining the Distribution Account (for purposes of this Section
3.06, each an "Investment Account"), to invest the funds in such Investment
Account in one or more Permitted Investments bearing interest or sold at a
discount, and maturing, unless payable on demand, (i) no later than the Business
Day immediately preceding the date on which such funds are required to be
withdrawn from such account pursuant to this Agreement, if a Person other than
the Trustee is the obligor thereon, and (ii) no later than the date on which
such funds are required to be withdrawn from such Investment Account pursuant to
this Agreement, if the Trustee is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the Trustee (in
its capacity as such) or in the name of a nominee of the Trustee. The Trustee
shall be entitled to sole possession (except with respect to investment
direction of funds held in the Collection Account, the Escrow Account, and the
REO Account) over each such investment and (except with respect to the income on
funds held in the Collection Account, the Escrow Account and the REO Account)
the income thereon, and any certificate or other instrument evidencing any such
investment shall be delivered directly to the Trustee or its agent, together
with any document of transfer necessary to transfer title to such investment to
the Trustee or its nominee. In the event amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand,
the Trustee shall:

         (i) consistent with any notice required to be given thereunder, demand
     that payment thereon be made on the last day such Permitted Investment may
     otherwise mature hereunder in an amount equal to the lesser of (1) all
     amounts then payable thereunder and (2) the amount required to be withdrawn
     on such date; and

         (ii) demand payment of all amounts due thereunder promptly upon
     determination by a Responsible Officer of the Trustee that such Permitted
     Investment would not constitute a Permitted Investment in respect of funds
     thereafter on deposit in the Investment Account.

         (b) All income in the nature of interest from the investment of funds
in the Collection Account, the Escrow Account (subject to Section 3.05(b)) and
the REO Account shall be for the benefit of the Master Servicer as compensation
for the Master Servicer's services pursuant to this Agreement. The Master
Servicer shall deposit in the Collection Account, the Escrow Account, and the
REO Account from its own funds the amount of any loss incurred in respect of any
such Permitted Investment made with funds in such account immediately upon
realization of such loss.

         (c) All income in the nature of interest or earnings from the
investment of funds in the Distribution Account shall be for the benefit of the
Trustee as compensation for the Trustee's services pursuant to this Agreement.
The Trustee shall deposit in the Distribution Account from its own funds the
amount of any loss incurred on Permitted Investments in the Distribution
Account.



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         (d) Funds on deposit in the Net WAC Rate Carryover Reserve Account may
be invested in Permitted Investments in accordance with this Section 3.06
subject to any limitations set forth in Section 4.10 and any investment earnings
or interest paid shall accrue to the benefit of the party designated in such
section and the party so designated shall deposit in the related account from
its own funds the amount of any loss incurred on Permitted Investments in such
account.

         (e) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.01 and Section 8.02(a)(v),
upon the request of the NIMS Insurer or the Holders of Certificates representing
more than 50% of the Voting Rights allocated to any Class of Certificates, shall
take such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings.

         (f) The Trustee or its Affiliates are permitted to receive compensation
that could be deemed to be in the Trustee's economic self-interest for (i)
serving as investment adviser, administrator, shareholder, servicing agent,
custodian or sub-custodian with respect to certain of the Permitted Investments,
(ii) using Affiliates to effect transactions in certain Permitted Investments
and (iii) effecting transactions in certain Permitted Investments. Such
compensation shall not be considered an amount that is reimbursable or payable
pursuant to Section 3.05.

         (g) In order to comply with its duties under the U.S. Patriot Act, the
Trustee shall obtain and verify certain information and documentation from the
other parties to this Agreement including, but not limited to, each such party's
name, address and other identifying information.

         SECTION 3.07. Payment of Taxes, Insurance and Other Charges.

         With respect to each Mortgage Loan, the Master 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 fire and hazard insurance coverage and, as to those
Mortgage Loans subject to a voluntary escrow agreement, 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 the Escrow Account which
shall have been estimated and accumulated by the Master Servicer in amounts
sufficient for such purposes, as allowed under the terms of the Mortgage or
Applicable Regulations. The Master Servicer assumes full responsibility for the
timely payment of all such bills and shall effect timely payments of all such
bills irrespective of the Mortgagor's faithful performance in the payment of
same or the making of the Escrow Payments and shall make Servicing Advances from
its own funds to effect such payments. To the extent that the Mortgage does not
provide for Escrow Payments, the Master Servicer shall use reasonable efforts
consistent with the Servicing Standard to determine that any such payments are
made by the Mortgagor at the time they first become due and shall ensure that
the Mortgaged Property is not lost to a tax lien as a result of nonpayment and
that such Mortgaged Property is not left uninsured.

         SECTION 3.08. Maintenance of Hazard Insurance.


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         The Master Servicer shall cause to be maintained for each Mortgage Loan
fire insurance with extended coverage on the related Mortgaged Property in an
amount which is at least equal to the least of (i) the current Stated Principal
Balance of such Mortgage Loan, (ii) the amount necessary to fully compensate for
any damage or loss to the improvements that are a part of such property on a
replacement cost basis and (iii) the maximum insurable value of the improvements
which are a part of such Mortgaged Property, in each case in an amount not less
than such amount as is necessary to avoid the application of any coinsurance
clause contained in the related hazard insurance policy. The Master Servicer
shall also cause to be maintained fire insurance with extended coverage on each
REO Property in an amount which is at least equal to the lesser of (i) the
maximum insurable value of the improvements which are a part of such property
and (ii) the outstanding Stated Principal Balance of the related Mortgage Loan,
plus accrued interest at the Mortgage Rate and related Servicing Advances (each
measured at the time it became an REO Property). The Master Servicer will comply
in the performance of this Agreement with all reasonable rules and requirements
of each insurer under any such hazard policies. Any amounts to be collected by
the Master Servicer under any such policies (other than amounts to be applied to
the restoration or repair of the property subject to the related Mortgage or
amounts to be released to the Mortgagor in accordance with the procedures that
the Master Servicer would follow in servicing loans held for its own account,
subject to the terms and conditions of the related Mortgage and Mortgage Note)
shall be deposited in the Collection Account, subject to withdrawal pursuant to
Section 3.05, if received in respect of a Mortgage Loan, or in the REO Account,
subject to withdrawal pursuant to Section 3.13, if received in respect of an REO
Property. Any cost incurred by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating distributions to
Certificateholders, be added to the unpaid Stated Principal Balance of the
related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so
permit. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. If the Mortgaged Property or REO Property is
at any time in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, the Master Servicer
will cause to be maintained a flood insurance policy in respect thereof. Such
flood insurance shall be in an amount equal to the lesser of (i) the unpaid
Stated Principal Balance of the related Mortgage Loan; (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program); and (iii) the maximum
insurable value of the improvements which are part of the related Mortgaged
Property.

         SECTION 3.09. Maintenance of Mortgage Blanket Insurance.

         In the event that the Master Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of "A:V" or better
in Best's Key Rating Guide (or such other rating that is comparable to such
rating) insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first two sentences of Section 3.08, it being understood and agreed that such
policy may contain a deductible clause, in which case the Master Servicer shall,
in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with the first two sentences of
Section 3.08, and there shall have been one or more losses which would have been
covered by such policy, deposit to the Collection Account from its own funds the
amount not otherwise payable under


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the blanket policy because of such deductible clause. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Master
Servicer agrees to prepare and present, on behalf of itself, the Trustee and
Certificateholders, claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy.

         SECTION 3.10. Fidelity Bond; Errors and Omissions Insurance.

         The Master Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for
failure in the performance of the Master Servicer's obligations under this
Agreement, which policy or policies shall be in such form and amount that would
meet the requirements of Fannie Mae or Freddie Mac if it were the purchaser of
the Mortgage Loans, unless the Master Servicer has obtained a waiver of such
requirements from Fannie Mae or Freddie Mac. The Master Servicer shall also
maintain a fidelity bond in the form and amount that would meet the requirements
of Fannie Mae or Freddie Mac, unless the Master Servicer has obtained a waiver
of such requirements from Fannie Mae or Freddie Mac. The Master Servicer shall
provide the Trustee and the NIMS Insurer (upon reasonable request) with copies
of any such insurance policies and fidelity bond. The Master Servicer shall be
deemed to have complied with this provision if an Affiliate of the Master
Servicer has such errors and omissions and fidelity bond coverage and, by the
terms of such insurance policy or fidelity bond, the coverage afforded
thereunder extends to the Master Servicer. Any such errors and omissions policy
and fidelity bond shall by its terms not be cancelable without thirty days'
prior written notice to the Trustee. The Master Servicer shall also cause each
Sub-Servicer to maintain a policy of insurance covering errors and omissions and
a fidelity bond which would meet such requirements.

         SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption
                       Agreements.

         The Master Servicer will, to the extent it has knowledge of any
conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor
(whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains or is to remain liable under the Mortgage Note and/or the
Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan
under the "due-on-sale" clause, if any, applicable thereto; provided, however,
that the Master Servicer shall not exercise any such rights if prohibited by law
from doing so. If the Master Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, or if any of the other
conditions set forth in the proviso to the preceding sentence apply, the Master
Servicer is authorized to enter into an assumption and modification agreement
from or with the person to whom such property has been conveyed or is proposed
to be conveyed, pursuant to which such person becomes liable under the Mortgage
Note and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. The Master Servicer is also authorized to enter into a
substitution of liability agreement with such person, pursuant to which the
original Mortgagor is released from liability and such person is substituted as
the Mortgagor and becomes liable under the Mortgage Note, provided that no such
substitution shall be effective unless such person satisfies the underwriting
criteria of the Master Servicer. In connection with any assumption or
substitution, the Master Servicer shall apply such underwriting standards and
follow such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans owned
solely by it. The Master Servicer shall not take or enter into any assumption
and modification agreement, however, unless (to the extent practicable in the
circumstances) it shall


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have received confirmation, in writing, of the continued effectiveness of any
applicable hazard insurance policy, or a new policy meeting the requirements of
this Section is obtained. Any fee collected by the Master Servicer in respect of
an assumption or substitution of liability agreement will be retained by the
Master Servicer as additional servicing compensation. In connection with any
such assumption, no material term of the Mortgage Note (including but not
limited to the related Mortgage Rate and the amount of the Monthly Payment) may
be amended or modified, except as otherwise required pursuant to the terms
thereof or otherwise permitted under Section 3.01. The Master Servicer shall
notify the Trustee and any respective Custodian that any such substitution or
assumption agreement has been completed by forwarding to the Trustee or to such
Custodian, as the case may be, the executed original of such substitution or
assumption agreement, which document shall be added to the related Mortgage File
and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part thereof.

         Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Master 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 by the terms of the Mortgage Note or any
assumption which the Master Servicer may be restricted by law from preventing,
for any reason whatever. For purposes of this Section 3.11, the term
"assumption" is deemed to also include a sale (of the Mortgaged Property)
subject to the Mortgage that is not accompanied by an assumption or substitution
of liability agreement.

         SECTION 3.12. Realization Upon Defaulted Mortgage Loans.

         (a) The Master Servicer shall, consistent with the Servicing Standard
and the Loss Mitigation Action Plan, foreclose upon or otherwise comparably
convert the ownership of properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments pursuant to Section 3.02. The Master
Servicer shall be responsible for all costs and expenses incurred by it in any
such proceedings; provided, however, that such costs and expenses will be
recoverable as Servicing Advances by the Master Servicer as contemplated in
Section 3.05 and Section 3.13. The foregoing is subject to the provision that,
in any case in which Mortgaged Property shall have suffered damage from an
Uninsured Cause, the Master Servicer shall not be required to expend its own
funds toward the restoration of such property unless it shall determine in its
discretion that such restoration will increase the proceeds of liquidation of
the related Mortgage Loan after reimbursement to itself for such expenses.

         (b) Notwithstanding the foregoing provisions of this Section 3.12 or
any other provision of this Agreement, with respect to any Mortgage Loan as to
which the Master Servicer has received actual notice of, or has actual knowledge
of, the presence of any toxic or hazardous substance on the related Mortgaged
Property, the Master Servicer shall not, on behalf of the Trustee, either (i)
obtain title to such Mortgaged Property as a result of or in lieu of foreclosure
or otherwise or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property, if, as a result of any such action,
the Trustee, the Trust Fund or the Certificateholders would be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from
time to time, or any comparable law,


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unless the Master Servicer has also previously determined, based on its
reasonable judgment and a report prepared by a Person who regularly conducts
environmental audits using customary industry standards, that:

         (1) such Mortgaged Property is in compliance with applicable
     environmental laws or, if not, that it would be in the best economic
     interest of the Trust Fund to take such actions as are necessary to bring
     the Mortgaged Property into compliance therewith; and

         (2) there are no circumstances present at such Mortgaged Property
     relating to the use, management or disposal of any hazardous substances,
     hazardous materials, hazardous wastes, or petroleum-based materials for
     which investigation, testing, monitoring, containment, clean-up or
     remediation could be required under any federal, state or local law or
     regulation, or that if any such materials are present for which such action
     could be required, that it would be in the best economic interest of the
     Trust Fund to take such actions with respect to the affected Mortgaged
     Property.

         Notwithstanding the foregoing, if such environmental audit reveals, or
if the Master Servicer has actual knowledge or notice, that such Mortgaged
Property contains such toxic or hazardous wastes or substances, the Master
Servicer shall not foreclose or accept a deed in lieu of foreclosure without the
prior written consent of the NIMS Insurer.

         The cost of the environmental audit report contemplated by this Section
3.12 shall be advanced by the Master Servicer, subject to the Master Servicer's
right to be reimbursed therefor from the Collection Account as provided in
Section 3.05(a)(v), such right of reimbursement being prior to the rights of
Certificateholders to receive any amount in the Collection Account received in
respect of the affected Mortgage Loan or other Mortgage Loans.

         If the Master Servicer determines, as described above, that it is in
the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes or petroleum-based materials affecting any such Mortgaged Property, then
the Master Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund. The cost of any such compliance,
containment, cleanup or remediation shall be advanced by the Master Servicer,
subject to the Master Servicer's right to be reimbursed therefor from the
Collection Account as provided in Section 3.05(a)(v), such right of
reimbursement being prior to the rights of Certificateholders to receive any
amount in the Collection Account received in respect of the affected Mortgage
Loan or other Mortgage Loans.

         (c) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds or Liquidation Proceeds, in respect of any Mortgage Loan,
will be applied in the following order of priority: FIRST, to reimburse the
Master Servicer or any Sub-Servicer for any related unreimbursed Servicing
Advances and Advances, pursuant to Section 3.05(a)(ii); SECOND, to accrued and
unpaid interest on the Mortgage Loan, to the date of the Final Recovery
Determination, or to the Due Date prior to the Distribution Date on which such
amounts are to be distributed if not in connection with a Final Recovery


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Determination; and THIRD, as a recovery of principal of the Mortgage Loan. If
the amount of the recovery so allocated to interest is less than the full amount
of accrued and unpaid interest due on such Mortgage Loan, the amount of such
recovery will be allocated by the Master Servicer as follows: FIRST, to unpaid
Servicing Fees; and SECOND, to the balance of the interest then due and owing.
The portion of the recovery so allocated to unpaid Servicing Fees shall be
reimbursed to the Master Servicer or any Sub-Servicer pursuant to Section
3.05(a)(ii).

         SECTION 3.13. Title, Management and Disposition of REO Property.

         (a) The deed or certificate of sale of any REO Property shall be taken
in the name of the Trustee, or its nominee, in trust for the benefit of the
Certificateholders. Pursuant to the power of attorney granted in Section 3.01,
the Master Servicer is hereby authorized to transfer the title of any REO
Property taken in the name of the Trustee to a third party purchaser pursuant to
this Section 3.13 without further documentation of its authority as
attorney-in-fact for the Trustee on behalf of the Trust. The Master Servicer, on
behalf of the Trust Fund (and on behalf of the Trustee for the benefit of the
Certificateholders), shall either sell any REO Property before the close of the
third taxable year after the year the Trust Fund acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code or request from the
Internal Revenue Service, no later than 60 days before the day on which the
three-year grace period would otherwise expire, an extension of the three-year
grace period, unless the Master Servicer shall have delivered to the Trustee,
the NIMS Insurer and the Depositor an Opinion of Counsel, addressed to the
Trustee, the NIMS Insurer and the Depositor, to the effect that the holding by
the Trust Fund of such REO Property subsequent to three years after its
acquisition will not result in the imposition on any Trust REMIC of taxes on
"prohibited transactions" thereof, as defined in Section 860F of the Code, or
cause any Trust REMIC to fail to qualify as a REMIC under Federal law at any
time that any Certificates are outstanding. The Master Servicer shall manage,
conserve, protect and operate each REO Property for the benefit of the
Certificateholders and solely for the purpose of its prompt disposition and sale
in a manner which does not cause such REO 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 any Trust REMIC of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code, or any "net
income from foreclosure property" which is subject to taxation under the REMIC
Provisions.

         (b) The Master Servicer shall segregate and hold all funds collected
and received in connection with the operation of any REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to REO Properties an account held in trust for the Trustee for the
benefit of the Certificateholders (the "REO Account"), which shall be an
Eligible Account. The Master Servicer shall be permitted to allow the Collection
Account to serve as the REO Account, subject to separate ledgers for each REO
Property. The Master Servicer shall be entitled to retain or withdraw any
interest income paid on funds deposited in the REO Account.

         (c) The Master Servicer shall have full power and authority, subject
only to the specific requirements and prohibitions of this Agreement (including
the Loss Mitigation Action Plan), to do any and all things in connection with
any REO Property as are consistent with the manner in which the Master Servicer
manages and operates similar property owned by the Master Servicer or any of


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its Affiliates, all on such terms and for such period as the Master Servicer
deems to be in the best interests of Certificateholders and appropriate to
effect the prompt disposition and sale of the REO Property. In connection
therewith, the Master Servicer shall deposit, or cause to be deposited in the
clearing account (which account must be an Eligible Account) in which it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Master Servicer's receipt thereof, and
shall thereafter deposit in the REO Account, in no event more than two Business
Days after the deposit of such funds into the clearing account, all revenues
received by it with respect to an REO Property and shall withdraw therefrom
funds necessary for the proper operation, management and maintenance of such REO
Property including, without limitation:

         (i) all insurance premiums due and payable in respect of such REO
     Property;

         (ii) all real estate taxes and assessments in respect of such REO
     Property that may result in the imposition of a lien thereon; and

         (iii) all costs and expenses necessary to maintain such REO Property.

         To the extent that amounts on deposit in the REO Account with respect
to an REO Property are insufficient for the purposes set forth in clauses (i)
through (iii) above with respect to such REO Property, the Master Servicer shall
advance from its own funds such amount as is necessary for such purposes if, but
only if, the Master Servicer would make such advances if the Master Servicer
owned the REO Property and if in the Master Servicer's judgment, the payment of
such amounts will be recoverable from the rental or sale of the REO Property.

         Notwithstanding the Master Servicer's obligation to the
Certificateholders to manage and operate (including the collection of rents from
existing tenants and management of any leases acquired with the REO property to
the extent applicable) the REO Property from the date of acquisition until the
date of sale, neither the Master Servicer nor the Trustee shall knowingly:

         (i) authorize the Trust Fund to enter into, renew or extend any New
     Lease with respect to any REO Property, if the New Lease by its terms will
     give rise to any income that does not constitute Rents from Real Property;

         (ii) authorize any amount to be received or accrued under any New Lease
     other than amounts that will constitute Rents from Real Property;

         (iii) authorize any construction on any REO Property, other than the
     completion of a building or other improvement thereon, and then only if
     more than ten percent of the construction of such building or other
     improvement was completed before default on the related Mortgage Loan
     became imminent, all within the meaning of Section 856(e)(4)(B) of the
     Code; or

         (iv) authorize any Person to Directly Operate any REO Property on any
     date more than 90 days after its date of acquisition by the Trust Fund;



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unless, in any such case, the Master Servicer has obtained an Opinion of
Counsel, provided to the Trustee and the NIMS Insurer, to the effect that such
action will not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code at any time that
it is held by the Trust Fund, and (B) the Master Servicer has received written
notice from the Trustee that it has received written consent from the NIMS
Insurer that the specific action may be taken.

         The Master Servicer may contract with any Independent Contractor for
the operation and management of any REO Property, provided that:

         (i) the terms and conditions of any such contract shall not be
     inconsistent herewith;

         (ii) any such contract shall require, or shall be administered to
     require, that the Independent Contractor pay all costs and expenses
     incurred in connection with the operation and management of such REO
     Property, including those listed above and remit all related revenues (net
     of such costs and expenses) to the Master Servicer as soon as practicable,
     but in no event later than thirty days following the receipt thereof by
     such Independent Contractor;

         (iii) none of the provisions of this Section 3.13(c) relating to any
     such contract or to actions taken through any such Independent Contractor
     shall be deemed to relieve the Master Servicer of any of its duties and
     obligations to the Trustee on behalf of the Certificateholders with respect
     to the operation and management of any such REO Property; and

         (iv) the Master Servicer shall be obligated with respect thereto to the
     same extent as if it alone were performing all duties and obligations in
     connection with the operation and management of such REO Property.

         The Master Servicer shall be entitled to enter into any agreement with
any Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Master Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Master Servicer shall be solely liable for
all fees owed by it to any such Independent Contractor, irrespective of whether
the Master Servicer's compensation pursuant to Section 3.18 is sufficient to pay
such fees. The Master Servicer shall not engage an Independent Contractor to
engage in any activities that the Master Servicer would not be permitted to
engage in itself in accordance with the other provisions of this Agreement
(including the Loss Mitigation Action Plan).

         (d) In addition to the withdrawals permitted under Section 3.13(c), the
Master Servicer may from time to time make withdrawals from the REO Account for
any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in
respect of the related Mortgage Loan; and (ii) to reimburse itself or any
Sub-Servicer for unreimbursed Servicing Advances and Advances made in respect of
such REO Property or the related Mortgage Loan. On the Master Servicer
Remittance Date, the Master Servicer shall withdraw from each REO Account
maintained by it and deposit into the Distribution Account in accordance with
Section 3.04(g)(ii), for distribution on the related Distribution Date in
accordance with Section 4.01, the income from the related REO Property


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received during the prior calendar month, net of any withdrawals made pursuant
to Section 3.13(c) or this Section 3.13(d).

         (e) Subject to the time constraints set forth in Section 3.13(a)
(including the constraint that the Master Servicer hold and manage each REO
Property "solely for the purpose of its prompt disposition") each REO
disposition shall be carried out by the Master Servicer at such price and upon
such terms and conditions as shall be in conformity with the requirements of the
Loss Mitigation Action Plan and as shall be normal and usual in its general
servicing activities for similar properties.

         (f) The proceeds from the REO Disposition, net of any amount required
by law to be remitted to the Mortgagor under the related Mortgage Loan and net
of any payment or reimbursement to the Master Servicer or any Sub-Servicer as
provided above, shall be deposited in the Distribution Account in accordance
with Section 3.04(g)(ii) on the Master Servicer Remittance Date in the month
following the receipt thereof for distribution on the related Distribution Date
in accordance with Section 4.01. Any REO Disposition shall be for cash only
(unless changes in the REMIC Provisions made subsequent to the Startup Day allow
a sale for other consideration).

         SECTION 3.14. [Reserved].

         SECTION 3.15. Reports of Foreclosure and Abandonment of Mortgaged
                       Properties.

         The Master Servicer shall file information returns with respect to the
receipt of mortgage interest received in a trade or business, reports of
foreclosures and abandonments of any Mortgaged Property and cancellation of
indebtedness income with respect to any Mortgaged Property as required by
Sections 6050H, 6050J and 6050P of the Code, respectively. Such reports shall be
in form and substance sufficient to meet the reporting requirements imposed by
such Sections 6050H, 6050J and 6050P of the Code.

         SECTION 3.16. Optional Purchase of Defaulted Mortgage Loans.

         (a)(i) The NIMS Insurer may, at its option, purchase a Mortgage Loan
which has become 90 or more days delinquent or for which the Master Servicer has
accepted a deed in lieu of foreclosure. Prior to purchase pursuant to this
Section 3.16(a)(i), the Master Servicer shall be required to continue to make
Advances pursuant to Section 4.03. The NIMS Insurer shall not use any procedure
in selecting Mortgage Loans to be repurchased which is materially adverse to the
interests of the Certificateholders. The NIMS Insurer shall purchase such
delinquent Mortgage Loan at a price equal to the Purchase Price of such Mortgage
Loan. Any such purchase of a Mortgage Loan pursuant to this Section 3.16(a)(i)
shall be accomplished by remittance to the Master Servicer for deposit in the
Collection Account of the amount of the Purchase Price. The Trustee shall
effectuate the conveyance of such delinquent Mortgage Loan to the NIMS Insurer
to the extent necessary, as requested, and the Trustee shall promptly deliver
all documentation to the NIMS Insurer.



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         (ii) During the first full calender month (but excluding the last
Business Day thereof) following a Mortgage Loan or related REO Property becoming
90 days or more delinquent, the Master Servicer shall have the option, but not
the obligation to purchase from the Trust Fund any such Mortgage Loan or related
REO Property that is then still 90 days or more delinquent, which the Master
Servicer determines in good faith will otherwise become subject to foreclosure
proceedings (evidence of such determination to be delivered in writing to the
Trustee prior to purchase), at a price equal to the Purchase Price. The Purchase
Price for any Mortgage Loan or related REO Property purchased hereunder shall be
deposited in the Collection Account, and the Trustee, upon written certification
of such deposit, shall release or cause to be released to the Master Servicer
the related Mortgage File and the Trustee shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as the
Master Servicer shall furnish and as shall be necessary to vest in the Master
Servicer title to any Mortgage Loan or related REO Property released pursuant
hereto.

         (b) If with respect to any delinquent Mortgage Loan or related REO
Property, the option of the Master Servicer set forth in the preceding paragraph
shall have arisen but the Master Servicer shall have failed to exercise such
option on or before the Business Day preceding the last Business Day of the
calender month following the calender month during which such Mortgage Loan or
related REO Property first became 90 days or more delinquent, then such option
shall automatically expire; provided, however, that if any such Mortgage Loan or
related REO Property shall cease to be 90 days or more delinquent but then
subsequently shall again become 90 days or more delinquent, then the Master
Servicer shall be entitled to another repurchase option with respect to such
Mortgage Loan or REO Property as provided in the preceding paragraph.

         SECTION 3.17. Trustee to Cooperate; Release of Mortgage Files.

         (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed in
a manner customary for such purposes, the Master Servicer will promptly notify
the Trustee and any related Custodian by a certification in the form of Exhibit
E or such other form supplied by the Master Servicer provided that it does not
differ from the substantive content of Exhibit E (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.04(b) have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. Upon receipt of such certification and request, the Trustee or
such Custodian, as the case may be, shall promptly release (and in no event more
than three (3) Business Days thereafter) the related Mortgage File to the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Collection Account or the
Distribution Account.

         (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trustee and any related
Custodian shall, upon request of the Master Servicer and delivery to the Trustee
or such Custodian, as the case may be, of a Request for Release in the form of
Exhibit E or such other form supplied by the Master Servicer provided that it
does not differ from the substantive content of Exhibit E, release the related
Mortgage File to the Master Servicer, and the Trustee shall, at the direction of
the Master Servicer, execute such documents as shall be necessary to the
prosecution of any such proceedings and the Master Servicer shall retain such
Mortgage File


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in trust for the benefit of the Certificateholders. Such Request for Release
shall obligate the Master Servicer to return each and every document previously
requested from the Mortgage File to the Trustee or to such Custodian when the
need therefor by the Master Servicer no longer exists, unless the Mortgage Loan
has been liquidated and the Liquidation Proceeds relating to the Mortgage Loan
have been deposited in the Collection Account or the Mortgage File or such
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. Upon receipt of a certificate of a
Servicing Officer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the Collection Account have been so deposited, or
that such Mortgage Loan has become an REO Property, upon request, a copy of the
Request for Release shall be released by the Trustee or such Custodian to the
Master Servicer.

         (c) Upon written certification of a Servicing Officer, the Trustee
shall execute and deliver to the Master Servicer any court pleadings, requests
for trustee's sale or other documents reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trustee and a statement as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or
trustee's sale.

         (d) The Trustee and the Master Servicer may mutually agree on policies
and procedures (commercially reasonable in nature) to allow the submission of
any and all requests for the release of a Mortgage File electronically with a
digital signature or other identifier to designate the Servicing Officer of the
Master Servicer requesting such collateral.

         SECTION 3.18. Servicing Compensation.

         As compensation for the activities of the Master Servicer hereunder,
the Master Servicer shall be entitled to the Servicing Fee with respect to each
Mortgage Loan payable solely from payments of interest in respect of such
Mortgage Loan, subject to Section 4.03(e). In addition, the Master Servicer
shall be entitled to recover unpaid Servicing Fees out of Insurance Proceeds or
Liquidation Proceeds to the extent permitted by Section 3.05(a)(ii), out of
general funds in the Collection Account to the extent permitted by Section
3.05(a) and out of amounts derived from the operation and sale of an REO
Property to the extent permitted by Section 3.13. The right to receive the
Servicing Fee may not be transferred in whole or in part except in connection
with the transfer of all of the Master Servicer's responsibilities and
obligations under this Agreement.

         Additional servicing compensation in the form of assumption fees, late
payment charges, insufficient funds fees, reconveyance fees and other similar
fees and charges (other than Prepayment


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Charges) shall be retained by the Master Servicer only to the extent such fees
or charges are received by the Master Servicer. The Master Servicer shall also
be entitled pursuant to Section 3.05(a)(vi) to withdraw from the Collection
Account, pursuant to Section 3.04(h) to withdraw from any Escrow Account and
pursuant to Section 3.13(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits therein,
subject to Section 3.06. The Master Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
(including premiums for the insurance required by Section 3.08, Section 3.09 and
Section 3.10, to the extent such premiums are not paid by the related Mortgagors
or by a Sub- Servicer, servicing compensation of each Sub-Servicer, and to the
extent provided in Section 8.05, the fees and expenses of the Trustee) and shall
not be entitled to reimbursement therefor except as specifically provided
herein.

         SECTION 3.19. Statement as to Compliance.

         The Master Servicer will deliver to the Trustee, the NIMS Insurer, the
Depositor and each Rating Agency on or before March 15th of each calendar year
commencing in 2005, an Officers' Certificate in a form similar to Exhibit M
attached hereto agreeable to the parties hereto, stating, as to each signatory
thereof, that (i) a review of the activities of the Master Servicer during the
preceding calendar year and of performance under this Agreement has been made
under such officers' supervision and (ii) to the best of such officers'
knowledge, based on such review, the Master Servicer has fulfilled all of its
obligations under this Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof. Copies of any such
statement shall be provided by the Trustee to any Certificateholder and to any
Person identified to the Trustee as a prospective transferee of a Certificate,
upon the request and at the expense of the requesting party, provided that such
statement is delivered by the Master Servicer to the Trustee.

         SECTION 3.20. Independent Public Accountants' Servicing Report.

         Not later than March 15th of each calendar year commencing in 2005, the
Master Servicer, at its expense, shall cause a nationally recognized firm of
independent certified public accountants to furnish to the Master Servicer a
report stating that (i) it has obtained a letter of representation regarding
certain matters from the management of the Master Servicer which includes an
assertion that the Master Servicer has complied with certain minimum residential
mortgage loan servicing standards, identified in the Uniform Single Attestation
Program for Mortgage Bankers established by the Mortgage Bankers Association of
America, with respect to the servicing of residential mortgage loans during the
most recently completed fiscal year and (ii) on the basis of an examination
conducted by such firm in accordance with standards established by the American
Institute of Certified Public Accountants, such representation is fairly stated
in all material respects, subject to such exceptions and other qualifications
that may be appropriate. In rendering its report such firm may rely, as to
matters relating to the direct servicing of residential mortgage loans by
Sub-Servicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards (rendered within one year of such report) with respect to
those Sub-Servicers. Immediately upon receipt of such report, the Master
Servicer shall furnish a copy of such report to the Trustee, the NIMS Insurer
and each Rating Agency. Copies of such statement shall be provided by the
Trustee to any Certificateholder upon


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request at the Master Servicer's expense, provided that such statement is
delivered by the Master Servicer to the Trustee. In the event such firm of
independent certified public accountants requires the Trustee to agree to the
procedures performed by such firm, the Master Servicer shall direct the Trustee
in writing to so agree; it being understood and agreed that the Trustee will
deliver such letter of agreement in conclusive reliance upon the direction of
the Master Servicer, and the Trustee has not made any independent inquiry or
investigation as to, and shall have no obligation or liability in respect of,
the sufficiency, validity or correctness of such procedures.

         SECTION 3.21. Access to Certain Documentation.

         The Master Servicer shall provide to the Office of Thrift Supervision,
the FDIC, and any other federal or state banking or insurance regulatory
authority that may exercise authority over any Certificateholder or Certificate
Owner, access to the documentation regarding the Mortgage Loans required by
applicable laws and regulations. Such access shall be afforded without charge,
but only upon reasonable request and during normal business hours at the offices
of the Master Servicer designated by it. In addition, access to the
documentation regarding the Mortgage Loans will be provided to any
Certificateholder or Certificate Owner, the Trustee, the NIMS Insurer and to any
Person identified to the Master Servicer as a prospective transferee of a
Certificate, upon reasonable request during normal business hours at the offices
of the Master Servicer designated by it at the expense of the Person requesting
such access. In each case, access to any documentation regarding the Mortgage
Loans may be conditioned upon the requesting party's acknowledgment in writing
of a confidentiality agreement regarding any information that is required to
remain confidential under the Gramm-Leach-Bliley Act of 1999.

         SECTION 3.22. [Reserved].

         SECTION 3.23. Advance Facility.

         (a) The Master Servicer and/or the Trustee on behalf of the Trust Fund,
in either case, with the consent of the NIMS Insurer and the Master Servicer in
the case of the Trustee, is hereby authorized to enter into a facility (an
"Advance Facility") with any Person which provides that such Person (an
"Advancing Person") may fund Advances and/or Servicing Advances to the Trust
Fund under this Agreement, although no such facility shall reduce or otherwise
affect the Master Servicer's obligation to fund such Advances and/or Servicing
Advances. If the Master Servicer enters into such an Advance Facility pursuant
to this Section 3.23, upon reasonable request of the Advancing Person, the
Trustee shall execute a letter of acknowledgment, confirming its receipt of
notice of the existence of such Advance Facility. To the extent that an
Advancing Person funds any Advance or any Servicing Advance and provides the
Trustee with notice acknowledged by the Master Servicer that such Advancing
Person is entitled to reimbursement directly from the Trustee pursuant to the
terms of the Advance Facility, such Advancing Person shall be entitled to
receive reimbursement pursuant to this Agreement for such amount to the extent
provided in Section 3.23(b). Such notice from the Advancing Person must specify
the amount of the reimbursement, the Section of this Agreement that permits the
applicable Advance or Servicing Advance to be reimbursed and the section(s) of
the Advance Facility that entitle the Advancing Person to request reimbursement
from the Trustee, rather than the Master Servicer, and include the Master
Servicer's acknowledgment thereto or proof of an Event of Default under the
Advance Facility. The Trustee shall have no duty


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or liability with respect to any calculation of any reimbursement to be paid to
an Advancing Person and shall be entitled to rely without independent
investigation on the Advancing Person's notice provided pursuant to this Section
3.23. An Advancing Person whose obligations hereunder are limited to the funding
of Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 6.06
hereof and will not be deemed to be a Sub-Servicer under this Agreement. If the
terms of a facility proposed to be entered into with an Advancing Person by the
Trust Fund would not materially and adversely affect the interests of any
Certificateholder, then the NIMS Insurer shall not withhold its consent to the
Trust Fund's entering such facility.

         (b) If, pursuant to the terms of the Advance Facility, an Advancing
Person is entitled to reimbursement directly from the Trustee, then the Master
Servicer shall not reimburse itself therefor under Section 3.05(a)(ii), Section
3.05(a)(iii) or Section 3.05(a)(v) prior to the remittance to the Trust Fund,
but instead the Master Servicer shall include such amounts in the applicable
remittance to the Trustee made pursuant to Section 3.04(g) to the extent of
amounts on deposit in the Collection Account on the related Master Servicer
Remittance Date. The Trustee is hereby authorized to pay to the Advancing Person
reimbursements for Advances and Servicing Advances from the Distribution
Account, to the extent permitted under the terms of the Advance Facility, to the
same extent the Master Servicer would have been permitted to reimburse itself
for such Advances and/or Servicing Advances in accordance with Section
3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii),
as the case may be, had the Master Servicer itself funded such Advance or
Servicing Advance. The Trustee is hereby authorized to pay directly to the
Advancing Person such portion of the Servicing Fee as the parties to any Advance
Facility agree to in writing delivered to the Trustee.

         (c) All Advances and Servicing Advances made pursuant to the terms of
this Agreement shall be deemed made and shall be reimbursed on a "first in first
out" (FIFO) basis.

         (d) In the event the Master Servicer is terminated pursuant to Section
7.01, the Advancing Person shall succeed to the terminated Master Servicer's
right of reimbursement set forth in Section 7.02(c) to the extent of such
Advancing Person's financing of Advances or Servicing Advances hereunder then
remaining unreimbursed.

         (e) Any amendment to this Section 3.23 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 3.23, including
amendments to add provisions relating to a successor master servicer, may be
entered into by the Trustee and the Master Servicer without the consent of any
Certificateholder but with the consent of the NIMS Insurer and written
confirmation from each Rating Agency that the amendment will not result in the
reduction or withdrawal of the then-current ratings of any outstanding Class of
Certificates or any other notes secured by collateral which includes all or a
portion of the Class CE Certificates, the Class P Certificates and/or the
Residual Certificates, notwithstanding anything to the contrary in this
Agreement.



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                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

         SECTION 4.01. Distributions.

         (a)(1) On each Distribution Date, the following amounts, in the
following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC I Regular Interests or withdrawn from the Distribution
Account and distributed to the Holders of the Class R Certificates (in respect
of the Class R-I Interest), as the case may be:

         (i) first, to the Holders of REMIC I Regular Interest I-LTAA, REMIC I
     Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I Regular
     Interest I- LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular Interest
     I-LTA4 REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
     REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I
     Regular Interest I-LTM5, REMIC I Regular Interest I- LTM6, REMIC I Regular
     Interest I-LTM7, REMIC I Regular Interest I-LTZZ and REMIC I Regular
     Interest I-LTP, PRO RATA, in an amount equal to (A) the Uncertificated
     Interest for such Distribution Date, plus (B) any amounts in respect
     thereof remaining unpaid from previous Distribution Dates. Amounts payable
     as Uncertificated Interest in respect of REMIC I Regular Interest I-LTZZ
     shall be reduced and deferred when the REMIC I Overcollateralized Amount is
     less than the REMIC I Overcollateralization Target Amount, by the lesser of
     (x) the amount of such difference and (y) the Maximum I-LTZZ Uncertificated
     Interest Deferral Amount and such amount will be payable to the Holders of
     REMIC I Regular Interest I-LTA1A, REMIC I Regular Interest I-LTA1B, REMIC I
     Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
     Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
     I- LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
     REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6 and REMIC
     I Regular Interest I-LTM7 in the same proportion as the
     Overcollateralization Increase Amount is allocated to the Corresponding
     Certificates and the Uncertificated Principal Balance of the REMIC I
     Regular Interest I-LTZZ shall be increased by such amount;

         (ii) to the Holders of REMIC I Regular Interest I-LT1SUB, REMIC I
     Regular Interest I- LT1GRP, REMIC I Regular Interest I-LT2SUB, REMIC I
     Regular Interest I-LT2GRP and REMIC I Regular Interest I-LTXX, PRO RATA, in
     an amount equal to (A) the Uncertificated Interest for such Distribution
     Date, plus (B) any amounts in respect thereof remaining unpaid from
     previous Distribution Dates;

         (iii) to the Holders of REMIC I Regular Interests, in an amount equal
     to the remainder of the REMIC I Marker Allocation Percentage of Available
     Funds for such Distribution Date after the distributions made pursuant to
     clause (i) above, allocated as follows:

                  (a) to the Holders of REMIC I Regular Interest I-LTAA and
         REMIC I Regular Interest I-LTP, 98.00% of such remainder (other than
         amounts payable under clause (iv) below), until the Uncertificated
         Balance of such REMIC I Regular Interest is reduced to zero, provided,
         however, that REMIC I Regular Interest I-LTP shall not be reduced until
         the



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         Distribution Date immediately following the expiration of the latest
         Prepayment Charge as identified on the Prepayment Charge Schedule or
         any Distribution Date thereafter, at which point such amount shall be
         distributed to REMIC I Regular Interest I-LTP, until $100 has been
         distributed pursuant to this clause;

                  (b) to the Holders of REMIC I Regular Interest I-LTA1A, REMIC
         I Regular Interest I-LTA1B, REMIC I Regular Interest I-LTA2, REMIC I
         Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I
         Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I
         Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I
         Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6 and REMIC I
         Regular Interest I-LTM7, 1.00% of such remainder (other than amounts
         payable under clause (iv) below), in the same proportion as principal
         payments are allocated to the Corresponding Certificates, until the
         Uncertificated Balances of such REMIC I Regular Interests are reduced
         to zero;

                  (c) to the Holders of REMIC I Regular Interest I-LTZZ, 1.00%
         of such remainder (other than amounts payable under clause (iv) below),
         until the Uncertificated Balance of such REMIC I Regular Interest is
         reduced to zero; and

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

provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that
are attributable to an Overcollateralization Reduction Amount shall be allocated
to the Holders of (i) REMIC I Regular Interest I-LTAA and REMIC I Regular
Interest I-LTP, in that order and (ii) REMIC I Regular Interest I-LTZZ,
respectively; provided that REMIC I Regular Interest I-LTP shall not be reduced
until the Distribution Date immediately following the expiration of the latest
Prepayment Charge as identified on the Prepayment Charge Schedule or any
Distribution Date thereafter, at which point such amount shall be distributed to
REMIC I Regular Interest I-LTP, until $100 has been distributed pursuant to this
clause; and

         (iv) to the Holders of REMIC I Regular Interests, in an amount equal to
     the remainder of the REMIC I Sub WAC Allocation Percentage of Available
     Funds for such Distribution Date after the distributions made pursuant to
     clause (i) above, such that distributions of principal shall be deemed to
     be made to the REMIC I Regular Interests FIRST, so as to keep the
     Uncertificated Balance of each REMIC I Regular Interest ending with the
     designation "GRP" equal to 0.01% of the aggregate Stated Principal Balance
     of the Mortgage Loans in the related Loan Group; SECOND, to each REMIC I
     Regular Interest ending with the designation "SUB," so that the
     Uncertificated Balance of each such REMIC I Regular Interest is equal to
     0.01% of the excess of (x) the aggregate Stated Principal Balance of the
     Mortgage Loans in the related Loan Group over (y) the current Certificate
     Principal Balance of the Class A Certificate in the related Loan Group
     (except that if any such excess is a larger number than in the preceding
     distribution period, the least amount of principal shall be distributed to
     such REMIC I Regular Interests such that the REMIC I Subordinated Balance
     Ratio is maintained); and THIRD, any remaining principal to REMIC I Regular
     Interest I-LTXX.



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<PAGE>



Notwithstanding the priorities and amounts of distribution of funds pursuant to
this Section 4.01(a)(1), actual distributions of Available Funds shall be made
only in accordance with Section 4.01(a)(2), (3) and (4).

         (2)(I) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account an amount equal to the Group I Interest Remittance Amount
and distribute to the Certificateholders the following amounts, in the following
order of priority:

         (i) concurrently, to the Holders of each Class of Group I Certificates,
     on a PRO RATA basis based on the entitlement of each such Class, the Senior
     Interest Distribution Amount related to such Certificates; and

         (ii) concurrently, to the Holders of each Class of Group II
     Certificates, on a PRO RATA basis based on the entitlement of each such
     Class, the Senior Interest Distribution Amount for each such Class, to the
     extent remaining unpaid after the distribution of the Group II Interest
     Remittance Amount, as set forth in Section 4.01(a)(2)(II) below.

         (II) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account an amount equal to the Group II Interest Remittance Amount
and distribute to the Certificateholders the following amounts, in the following
order of priority:

         (i) concurrently, to the Holders of each Class of Group II
     Certificates, on a PRO RATA basis based on the entitlement of each such
     Class, the Senior Interest Distribution Amount related to such
     Certificates; and

         (ii) concurrently, to the Holders of each Class of Group I
     Certificates, on a PRO RATA basis based on the entitlement of each such
     Class, the Senior Interest Distribution Amount for each such Class, to the
     extent remaining unpaid after the distribution of the Group I Interest
     Remittance Amount, as set forth in Section 4.01(a)(2)(I) above.

         (III) On each Distribution Date, following the distributions made
pursuant to Section 4.01(a)(2)(I) and (II) above, the Trustee shall withdraw
from the Distribution Account an amount equal to any remaining Group I Interest
Remittance Amount and Group II Interest Remittance Amount and will be
distributed sequentially to the Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6 and Class M-7 Certificates, in that order, in an amount
equal to the Interest Distribution Amount for each such Class.

         (3)(I) On each Distribution Date (a) prior to the Stepdown Date or (b)
on which a Trigger Event is in effect, the Trustee shall withdraw from the
Distribution Account an amount equal to the Group I Principal Distribution
Amount and distribute to the Certificateholders the following amounts, in the
following order of priority:

         (i) concurrently, to the Holders of each Class of Group I Certificates,
     on a PRO RATA basis based on the Certificate Principal Balance of each such
     Class, until the Certificate Principal Balances of such Classes have been
     reduced to zero; and




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<PAGE>



         (ii) to the Holders of the Group II Certificates (allocated among the
     Classes of Group II Certificates in the priority described in Section
     4.01(a)(5) below), after taking into account the distribution of the Group
     II Principal Distribution Amount, as described in Section 4.01(a)(3)(II)
     below, until the Certificate Principal Balances of such Classes have been
     reduced to zero.

         (II) On each Distribution Date (a) prior to the Stepdown Date or (b) on
which a Trigger Event is in effect, the Trustee shall withdraw from the
Distribution Account an amount equal to the Group II Principal Distribution
Amount and distribute to the Certificateholders the following amounts, in the
following order of priority:

         (i) to the Holders of the Group II Certificates (allocated among the
     Classes of Group II Certificates in the priority described in Section
     4.01(a)(5) below), until the Certificate Principal Balances of such Classes
     have been reduced to zero; and

         (ii) concurrently, to the Holders of each Class of Group I
     Certificates, on a PRO RATA basis based on the Certificate Principal
     Balance of each such Class, after taking into account the distribution of
     the Group I Principal Distribution Amount, as described in Section
     4.01(a)(3)(I) above, until the Certificate Principal Balances of such
     Classes have been reduced to zero.

         (III) On each Distribution Date (a) prior to the Stepdown Date or (b)
on which a Trigger Event is in effect, the Trustee shall withdraw from the
Distribution Account an amount equal to the sum of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount remaining
undistributed for such Distribution Date will be distributed sequentially to the
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7
Certificates, in that order, in each case, until the Certificate Principal
Balance of such Class has been reduced to zero.

         (IV) On each Distribution Date (a) on or after the Stepdown Date and
(b) on which a Trigger Event is not in effect, the Trustee shall withdraw from
the Distribution Account an amount equal to the Group I Principal Distribution
Amount and distribute to the Certificateholders the following amounts, in the
following order of priority:

         (i) concurrently, to the Holders of each Class of Group I Certificates,
     on a PRO RATA basis based on the Certificate Principal Balance of each such
     Class, the Senior Group I Principal Distribution Amount, until the
     Certificate Principal Balances of such Classes have been reduced to zero;
     and

         (ii) to the Holders of the Group II Certificates (allocated among the
     Classes of Group II Certificates in the priority described in Section
     4.01(a)(5) below), after taking into account the distribution of the Group
     II Principal Distribution Amount, as described in Section 4.01(a)(3)(V)(i)
     below, up to an amount equal to the Senior Group II Principal Distribution
     Amount remaining undistributed, until the Certificate Principal Balances of
     such Classes have been reduced to zero.

         (V) On each Distribution Date (a) on or after the Stepdown Date and (b)
on which a Trigger Event is not in effect, the Trustee shall withdraw from the
Distribution Account an amount



                                       94
<PAGE>



equal to the Group II Principal Distribution Amount and distribute to the
Certificateholders the following amounts, in the following order of priority:

         (i) to the Holders of the Group II Certificates (allocated among the
     Classes of Group II Certificates in the priority described in Section
     4.01(a)(5) below), the Senior Group II Principal Distribution Amount, until
     the Certificate Principal Balances of such Classes have been reduced to
     zero; and

         (ii) concurrently, to the Holders of each Class of Group I
     Certificates, on a PRO RATA basis based on the Certificate Principal
     Balance of each such Class, after taking into account the distribution of
     the Group I Principal Distribution Amount, as described in Section
     4.01(a)(3)(IV)(i) above, up to an amount equal to the Senior Group I
     Principal Distribution Amount remaining undistributed, until the
     Certificate Principal Balances of such Classes have been reduced to zero.

         (VI) On each Distribution Date (a) on or after the Stepdown Date and
(b) on which a Trigger Event is not in effect, the Trustee shall withdraw from
the Distribution Account an amount equal to the sum of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount remaining
undistributed for such Distribution Date and distribute to the
Certificateholders the following amounts, in the following order of priority:

         (i) to the Holders of the Class M-1 Certificates, the Class M-1
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero;

         (ii) to the Holders of the Class M-2 Certificates, the Class M-2
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero;

         (iii) to the Holders of the Class M-3 Certificates, the Class M-3
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero;

         (iv) to the Holders of the Class M-4 Certificates, the Class M-4
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero;

         (v) to the Holders of the Class M-5 Certificates, the Class M-5
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero;

         (vi) to the Holders of the Class M-6 Certificates, the Class M-6
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero; and

         (vii) to the Holders of the Class M-7 Certificates, the Class M-7
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero.

         (4) On each Distribution Date, the Net Monthly Excess Cashflow shall be
     distributed as follows:




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<PAGE>



         (i) to the Holders of the Class or Classes of Certificates then
     entitled to receive distributions in respect of principal, in an amount
     equal to the Overcollateralization Increase Amount, applied to reduce the
     Certificate Principal Balance of such Certificates until the aggregate
     Certificate Principal Balance of such Certificates is reduced to zero;

         (ii) sequentially, to the Holders of the Class M-1, Class M-2, Class
     M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that
     order, the related Interest Carry Forward Amount allocable to such Classes
     of Certificates;

         (iii) to the Holders of the Class A-1B Certificates, in an amount equal
     to the Allocated Realized Loss Amount related to such Certificates for such
     Distribution Date;

         (iv) sequentially, to the Holders of the Class M-1, Class M-2, Class
     M-3, Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that
     order, the related Allocated Realized Loss Amount allocable to such Classes
     of Certificates;

         (v) to the Net WAC Rate Carryover Reserve Account, the amount required
     by Section 4.10(b), after taking into account amounts received under the
     Cap Contracts;

         (vi) to the Holders of the Class CE Certificates, (a) the related
     Interest Distribution Amount for such Distribution Date and any remaining
     Overcollateralization Reduction Amount for such Distribution Date and (b)
     on any Distribution Date on which the Certificate Principal Balances of the
     Class A Certificates and the Mezzanine Certificates have been reduced to
     zero, any remaining amounts in reduction of the Certificate Principal
     Balance of the Class CE Certificates, until the Certificate Principal
     Balance thereof has been reduced to zero; and

         (vii) to the Holders of the Residual Certificates, any remaining
     amounts; provided that if such Distribution Date is the Distribution Date
     immediately following the expiration of the latest Prepayment Charge term
     as identified on the Mortgage Loan Schedule or any Distribution Date
     thereafter, then any such remaining amounts will be distributed FIRST, to
     the Holders of the Class P Certificates, until the Certificate Principal
     Balance thereof has been reduced to zero and SECOND, to the Holders of the
     Residual Certificates.

         (5) With respect to the to the Group II Certificates, all principal
distributions will be distributed sequentially to the Class A-2 Certificates,
the Class A-3 Certificates and the Class A-4 Certificates, in that order, until
their respective Certificate Principal Balance has been reduced to zero;
provided, however, on any Distribution Date on which the aggregate Certificate
Principal Balances of the Class CE Certificates and the Mezzanine Certificates
have been reduced to zero, notwithstanding anything contained herein to the
contrary, all distributions of principal to the Group II Certificates will be
distributed concurrently, on a PRO RATA basis based on the Certificate Principal
Balance of each such Class.

     On each Distribution Date, following the foregoing distributions, an amount
equal to the amount of Subsequent Recoveries deposited into the Collection
Account pursuant to Section 3.05 and included in the Available Funds for such
Distribution Date shall be applied to increase the Certificate



                                       96
<PAGE>



Principal Balance of the Class of Certificates with the Highest Priority up to
the extent of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04. An amount equal to the amount of any
remaining Subsequent Recoveries shall be applied to increase the Certificate
Principal Balance of the Class of Certificates with the next Highest Priority,
up to the amount of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04, and so on. Holders of such Certificates
will not be entitled to any distribution in respect of interest on the amount of
such increases for any Interest Accrual Period preceding the Distribution Date
on which such increase occurs. Any such increases shall be applied to the
Certificate Principal Balance of each Certificate of such Class in accordance
with its respective Percentage Interest.

         (b) On each Distribution Date, after making the distributions of the
Available Funds as set forth above, the Trustee will FIRST, withdraw from the
Net WAC Rate Carryover Reserve Account all income from the investment of funds
in the Net WAC Rate Carryover Reserve Account and distribute such amount to the
Holders of the Class CE Certificates and SECOND, withdraw from the Net WAC Rate
Carryover Reserve Account, to the extent of amounts remaining on deposit
therein, the amount of any Net WAC Rate Carryover Amount for such Distribution
Date and distribute such amount as follows:

         FIRST, concurrently, to each Class of Class A Certificates, the related
Cap Amount, from payments made under the related Cap Contract, in each case up
to the related Net WAC Rate Carryover Amount for such Distribution Date;

         SECOND, sequentially, to the Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6 and Class M-7 Certificates, in that order, the related
Cap Amount, in each case up to a maximum amount equal to the related Net WAC
Rate Carryover Amount for such Distribution Date;

         THIRD, concurrently, to each Class of Class A Certificates, the related
Net WAC Rate Carryover Amount remaining unpaid pursuant to clause first above,
on a PRO RATA basis based on such respective remaining Net WAC Rate Carryover
Amounts; and

         FOURTH, sequentially to the Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6 and Class M-7 Certificates, in that order, the related Net
WAC Rate Carryover Amount remaining unpaid pursuant to clause second above.

     On each Distribution Date, after the payment of any Net WAC Rate Carryover
Amounts on the Adjustable-Rate Certificates, any amounts remaining in the Net
WAC Rate Reserve Account (representing payments received by the Trustee under
the Cap Contracts), shall be payable to the Trustee. For so long as any
Adjustable-Rate Certificates are held by the Seller or any of its Affiliates,
the Trustee shall not distribute any Cap Amounts for such Certificates to the
Seller or any of its Affiliates and the Trustee will retain any such amounts as
additional compensation for its role in administering the Cap Contracts.

         On each Distribution Date, the Trustee shall withdraw any amounts then
on deposit in the Distribution Account that represent Prepayment Charges
collected by the Master Servicer, Prepayment Charges payable by the Master
Servicer pursuant to Section 2.03(b)(ii)(A) and Master Servicer Prepayment
Charge Payment Amounts payable by the Master Servicer pursuant to Section



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<PAGE>



2.03(b)(ii)(B), subject to Section 2.03(b)(iii), in each case to the extent not
related to Principal Prepayments occurring after the related Prepayment Period,
and the Trustee shall distribute such amounts to the Holders of the Class P
Certificates. Such distributions shall not be applied to reduce the Certificate
Principal Balance of the Class P Certificates.

         (c) All distributions made with respect to each Class of Certificates
on each Distribution Date shall be allocated PRO RATA among the outstanding
Certificates in such Class based on their respective Percentage Interests.
Payments in respect of each Class of Certificates on each Distribution Date will
be made to the Holders of the respective Class of record on the related Record
Date (except as otherwise provided in Section 4.01(e) or Section 9.01 respecting
the final distribution on such Class), based on the aggregate Percentage
Interest represented by their respective Certificates, and shall be made by wire
transfer of immediately available funds to the account of any such Holder at a
bank or other entity having appropriate facilities therefor, if such Holder
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date, or otherwise by
check mailed by first class mail to the address of such Holder appearing in the
Certificate Register. The final distribution on each Certificate will be made in
like manner, but only upon presentment and surrender of such Certificate at the
office of the Trustee maintained for such purpose pursuant to Section 8.12 or
such other location specified in the notice to Certificateholders of such final
distribution.

         Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting 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. None of the Trustee, the
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.

         (d) The rights of the Certificateholders to receive distributions in
respect of the Certificates, and all interests of the Certificateholders in such
distributions, shall be as set forth in this Agreement. Neither the Holders of
any Class of Certificates nor the Trustee nor the Master Servicer shall in any
way be responsible or liable to the Holders of any other Class of Certificates
in respect of amounts properly previously distributed on the Certificates.

         (e) Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Trustee shall, no later than
five (5) days after the related Determination Date, mail to each Holder on such
date of such Class of Certificates a notice to the effect that:

       (i) the Trustee expects that the final distribution with respect to such
     Class of Certificates will be made on such Distribution Date, but only upon
     presentation and surrender of such Certificates at the office of the
     Trustee therein specified or its agent; and




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<PAGE>



      (ii) no interest shall accrue on such Certificates from and after the end
     of the related Interest Accrual Period.

         Any funds not distributed to any Holder or Holders of Certificates of
such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
in trust by the Trustee and credited to the account of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(e) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non- tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee shall, directly or through an agent, mail a final
notice to remaining non-tendering Certificateholders concerning surrender of
their Certificates but shall continue to hold any remaining funds for the
benefit of non-tendering Certificateholders. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in such trust fund. If within one year after
the final notice any such Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Representative all such amounts, and
all rights of non-tendering Certificateholders in or to such amounts shall
thereupon cease. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust by the Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(e).

         (f) Notwithstanding anything to the contrary herein, (i) in no event
shall the Certificate Principal Balance of a Class A Certificate or a Mezzanine
Certificate be reduced more than once in respect of any particular amount both
(a) allocated to such Certificate in respect of Realized Losses pursuant to
Section 4.04 and (b) distributed to the Holder of such Certificate in reduction
of the Certificate Principal Balance thereof pursuant to this Section 4.01 from
Net Monthly Excess Cashflow and (ii) in no event shall the Uncertificated
Balance of a REMIC I Regular Interest be reduced more than once in respect of
any particular amount both (a) allocated to such REMIC I Regular Interest in
respect of Realized Losses pursuant to Section 4.04 and (b) distributed on such
REMIC I Regular Interest in reduction of the Uncertificated Balance thereof
pursuant to this Section 4.01.

         SECTION 4.02. Statements to Certificateholders.

         On each Distribution Date, the Trustee shall prepare and make available
to each Holder of the Regular Certificates and the NIMS Insurer, a statement as
to the distributions made on such Distribution Date setting forth:

       (i) the amount of the distribution made on such Distribution Date to the
     Holders of the Certificates of each Class allocable to principal, and the
     amount of distribution made on such Distribution Date to the Holders of the
     Class P Certificates allocable to Prepayment Charges or Master Servicer
     Prepayment Charge Payment Amounts;

      (ii) the amount of the distribution made on such Distribution Date to the
     Holders of the Certificates of each Class allocable to interest;



                                       99
<PAGE>



     (iii) the aggregate Servicing Fee received by the Master Servicer during
     the related Due Period and such other customary information as the Trustee
     deems necessary or desirable, or which a Certificateholder reasonably
     requests, to enable Certificateholders to prepare their tax returns;

      (iv) the aggregate amount of Advances for such Distribution Date;

            (v) the aggregate Stated Principal Balance of the Mortgage Loans and
     any REO Properties as of the close of business on such Distribution Date;

      (vi) the number, aggregate Stated Principal Balance, weighted average
     remaining term to maturity and weighted average Mortgage Rate of the
     Mortgage Loans as of the related Due Date;

     (vii) the number and aggregate unpaid Stated Principal Balance of Mortgage
     Loans (a) delinquent 30-59 days, (b) delinquent 60-89 days, (c) delinquent
     90 or more days, in each case, as of the last day of the preceding calendar
     month, (d) as to which foreclosure proceedings have been commenced and (e)
     with respect to which the related Mortgagor has filed for protection under
     applicable bankruptcy laws, with respect to whom bankruptcy proceedings are
     pending or with respect to whom bankruptcy protection is in force;

     (viii) with respect to any Mortgage Loan that became an REO Property during
     the preceding calendar month, the loan number of such Mortgage Loan, the
     unpaid Stated Principal Balance and the Stated Principal Balance of such
     Mortgage Loan as of the date it became an REO Property;

      (ix) the book value and the Stated Principal Balance of any REO Property
     as of the close of business on the last Business Day of the calendar month
     preceding the Distribution Date;

       (x) the aggregate amount of Principal Prepayments made during the related
     Prepayment Period;

      (xi) the aggregate amount of Realized Losses incurred during the related
     Prepayment Period (or, in the case of Bankruptcy Losses allocable to
     interest, during the related Due Period), separately identifying whether
     such Realized Losses constituted Bankruptcy Losses and the aggregate amount
     of Realized Losses incurred since the Closing Date and the aggregate amount
     of Subsequent Recoveries received during the related Due Period and the
     aggregate amount of Subsequent Recoveries received since the Closing Date;

     (xii) the aggregate amount of Extraordinary Trust Fund Expenses withdrawn
     from the Collection Account or the Distribution Account for such
     Distribution Date;

     (xiii) the aggregate Certificate Principal Balance of the each Class of
     Certificates, after giving effect to the distributions, and allocations of
     Realized Losses, made on such Distribution Date, separately identifying any
     reduction thereof due to allocations of Realized Losses;




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     (xiv) the Certificate Factor for each such Class of Certificates applicable
     to such Distribution Date;

      (xv) the Interest Distribution Amount in respect of the Class A
     Certificates, the Mezzanine Certificates and the Class CE Certificates for
     such Distribution Date and the Interest Carry Forward Amount, if any, with
     respect to the Class A Certificates and the Mezzanine Certificates on such
     Distribution Date, and in the case of the Class A Certificates, the
     Mezzanine Certificates and the Class CE Certificates, separately
     identifying any reduction thereof due to allocations of Realized Losses,
     Prepayment Interest Shortfalls and Relief Act Interest Shortfalls;

     (xvi) the aggregate amount of any Prepayment Interest Shortfall for such
     Distribution Date, to the extent not covered by payments by the Master
     Servicer pursuant to Section 4.03(e) or allocated to the Class CE
     Certificates;

     (xvii) the aggregate amount of Relief Act Interest Shortfalls for such
     Distribution Date;

     (xvithe Overcollateralization Target Amount and the Credit Enhancement
     Percentage for such Distribution Date;

     (xix) the Overcollateralization Increase Amount, if any, for such
     Distribution Date;

     (xx) the Overcollateralization Reduction Amount, if any, for such
     Distribution Date;

     (xxi) with respect to any Mortgage Loan as to which foreclosure proceedings
     have been concluded, the loan number and unpaid Stated Principal Balance of
     such Mortgage Loan as of the date of such conclusion of foreclosure
     proceedings;

     (xxii) with respect to Mortgage Loans as to which a Final Liquidation has
     occurred, the number of Mortgage Loans, the unpaid Stated Principal Balance
     of such Mortgage Loans as of the date of such Final Liquidation and the
     amount of proceeds (including Liquidation Proceeds and Insurance Proceeds)
     collected in respect of such Mortgage Loans;

     (xxiii) the respective Pass-Through Rates applicable to the Class A
     Certificates, the Mezzanine Certificates and the Class CE Certificates for
     such Distribution Date and the Pass- Through Rate applicable to the
     Adjustable-Rate Certificates for the immediately succeeding Distribution
     Date;

     (xxiv) the amount on deposit in the Net WAC Rate Carryover Reserve Account
     as of the Determination Date;

     (xxv) whether a Trigger Event is in effect; and




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     (xxvi) the Net WAC Rate Carryover Amount for the Class A Certificates and
     the Mezzanine Certificates, if any, for such Distribution Date, the amount
     remaining unpaid after reimbursements therefor on such Distribution Date
     and any amounts received under the Cap Contracts.

         The Trustee will make such statement (and, at its option, any
additional files containing the same information in an alternative format)
available each month to Certificateholders, the NIMS Insurer, the Master
Servicer and the Rating Agencies via the Trustee's internet website. The
Trustee's internet website shall initially be located at
https:\\www.corporatetrust.db.com. Assistance in using the website can be
obtained by calling the Trustee's customer service desk at (800) 735- 7777.
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 such statements 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.

         In the case of information furnished pursuant to subclauses (i) through
(iii) above, the amounts shall be expressed as a dollar amount per Single
Certificate of the relevant Class.

         Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish to the NIMS Insurer and each Person who at any time
during the calendar year was a Holder of a Regular Certificate a statement
containing the information set forth in subclauses (i) through (iii) 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 provided by the Trustee pursuant to any requirements of the
Code as from time to time are in force.

         Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish to the NIMS Insurer and each Person who at any time
during the calendar year was a Holder of a Residual Certificate a statement
setting forth the amount, if any, actually distributed with respect to the
Residual Certificates, as appropriate, 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 by the
Trustee and furnished to such Holders pursuant to the rules and regulations of
the Code as are in force from time to time.

         The Trustee shall, upon request, furnish to each Certificateholder or
Certificate Owner and the NIMS Insurer, during the term of this Agreement, such
periodic, special, or other reports or information, whether or not provided for
herein, as shall be reasonable with respect to the Certificateholder or
Certificate Owner, or otherwise with respect to the purposes of this Agreement,
all such reports or information to be provided at the expense of the
Certificateholder or Certificate Owner in accordance with such reasonable and
explicit instructions and directions as the Certificateholder or Certificate
Owner may provide. For purposes of this Section 4.02, the Trustee's duties are
limited to the extent that the Trustee receives timely reports as required from
the Master Servicer.




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<PAGE>



         On each Distribution Date the Trustee shall provide Bloomberg Financial
Markets, L.P. ("Bloomberg") CUSIP level factors for each Class of Certificates
as of such Distribution Date, using a format and media mutually acceptable to
the Trustee and Bloomberg.

         SECTION 4.03. Remittance Reports and Other Reports to the Trustee;
                       Advances; Payments in Respect of Prepayment Interest
                       Shortfalls.

         (a) On the Master Servicer Reporting Date, the Master Servicer shall
deliver to the Trustee and the NIMS Insurer by telecopy (or by such other means
as the Master Servicer, the Trustee and the NIMS Insurer may agree from time to
time) a Remittance Report with respect to the related Distribution Date. Such
Remittance Report will include (i) the amount of Advances to be made by the
Master Servicer in respect of the related Distribution Date, the aggregate
amount of Advances outstanding after giving effect to such Advances, and the
aggregate amount of Nonrecoverable Advances in respect of such Distribution Date
and (ii) such other information with respect to the Mortgage Loans as the
Trustee may reasonably require to perform the calculations necessary to make the
distributions contemplated by Section 4.01 and to prepare the statements to
Certificateholders contemplated by Section 4.02. The Trustee shall not be
responsible to recompute, recalculate or verify any information provided to it
by the Master Servicer.

         Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee, the NIMS Insurer and the Depositor a
statement prepared by the Master Servicer setting forth the status of the
Collection Account as of the close of business on such Distribution Date and
showing, for the period covered by such statement, the aggregate amount of
deposits into and withdrawals from the Collection Account of each category of
deposit specified in Section 3.04(b) and each category of withdrawal specified
in Section 3.05. Such statement may be in the form of the then current Fannie
Mae Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program
with appropriate additions and changes, and shall also include information as to
the aggregate of the outstanding Stated Principal Balances of all of the
Mortgage Loans as of the last day of the calendar month immediately preceding
such Distribution Date. Copies of such statement shall be provided by the
Trustee to any Certificateholder and to any Person identified to the Trustee as
a prospective transferee of a Certificate, upon request at the expense of the
requesting party, provided such statement is delivered by the Master Servicer to
the Trustee.

         (b) The amount of Advances to be made by the Master Servicer for any
Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the
aggregate amount of Monthly Payments (with each interest portion thereof net of
the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans, which Monthly Payments were delinquent as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which such REO Property an REO Disposition did not
occur during the related Prepayment Period, an amount equal to the excess, if
any, of the Monthly Payments (with each interest portion thereof net of the
related Servicing Fee) that would have been due on the related Due Date in
respect of the related Mortgage Loans, over the net income from such REO
Property transferred to the Distribution Account pursuant to Section 3.13 for
distribution on such Distribution Date.




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         On or before 3:00 p.m. New York time on the Master Servicer Remittance
Date, the Master Servicer shall remit in immediately available funds to the
Trustee for deposit in the Distribution Account an amount equal to the aggregate
amount of Advances, if any, to be made in respect of the Mortgage Loans and REO
Properties for the related Distribution Date either (i) from its own funds, (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 4.03, used by the Master Servicer in
discharge of any such Advance) or (iii) in the form of any combination of (i)
and (ii) aggregating the total amount of Advances to be made by the Master
Servicer with respect to the Mortgage Loans and REO Properties. Any amounts held
for future distribution used by the Master Servicer to make an Advance as
permitted in the preceding sentence or withdrawn by the Master Servicer as
permitted in Section 3.05(a)(vii) in reimbursement of Advances previously made
shall be appropriately reflected in the Master Servicer's records and replaced
by the Master Servicer by deposit in the Collection Account on or before any
future Master Servicer Remittance Date to the extent that the Available Funds
for the related Distribution Date (determined without regard to Advances to be
made on the Master Servicer Remittance Date) shall be less than the total amount
that would be distributed to the Classes of Certificateholders pursuant to
Section 4.01 on such Distribution Date if such amounts held for future
distributions had not been so used to make Advances. The Trustee will provide
notice to the Master Servicer and the NIMS Insurer by telecopy by the close of
business on any Master Servicer Remittance Date in the event that the amount
remitted by the Master Servicer to the Trustee on such date is less than the
Advances required to be made by the Master Servicer for the related Distribution
Date.

         (c) The obligation of the Master Servicer to make such Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan or REO Property, shall
continue until a Final Recovery Determination in connection therewith or the
removal thereof from REMIC I pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section.

         (d) Notwithstanding anything herein to the contrary, no Advance or
Servicing Advance shall be required to be made hereunder by the Master Servicer
if such Advance or Servicing Advance would, if made, constitute a Nonrecoverable
Advance or Nonrecoverable Servicing Advance. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or a Nonrecoverable Servicing
Advance or that any proposed Advance or Servicing Advance, if made, would
constitute a Nonrecoverable Advance or Nonrecoverable Servicing Advance,
respectively, shall be evidenced by an Officers' Certificate of the Master
Servicer delivered to the Trustee and the NIMS Insurer.

         (e) The Master Servicer shall deliver to the Trustee for deposit into
the Distribution Account on or before 3:00 p.m. New York time on the Master
Servicer Remittance Date from its own funds an amount ("Compensating Interest")
equal to the lesser of (i) the aggregate of the Prepayment Interest Shortfalls
for the related Distribution Date resulting solely from Principal Prepayments
during the related Prepayment Period and (ii) the amount of its aggregate
Servicing Fee for the most recently ended calendar month. The Master Servicer
shall not have the right to reimbursement for any amounts remitted to the
Trustee in respect of Prepayment Interest Shortfalls. Such amounts so remitted
shall be included in the Available Funds and distributed therewith on the



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         next Distribution Date. The Master Servicer shall not be obligated to
         pay any amounts with respect to Relief Act Interest Shortfalls.

         SECTION 4.04. Allocation of Realized Losses.

         (a) On or before each Determination Date, the Master Servicer shall
determine as to each Mortgage Loan and REO Property: (i) the total amount of
Realized Losses, if any, incurred in connection with any Final Recovery
Determinations made during the related Prepayment Period; (ii) whether and the
extent to which such Realized Losses constituted Bankruptcy Losses; and (iii)
the respective portions of such Realized Losses allocable to interest and
allocable to principal. On or before each Determination Date, the Master
Servicer shall also determine as to each Mortgage Loan: (A) the total amount of
Realized Losses, if any, incurred in connection with any Deficient Valuations
made during the related Prepayment Period; and (B) the total amount of Realized
Losses, if any, incurred in connection with Debt Service Reductions in respect
of Monthly Payments due during the related Due Period. The information described
in the two preceding sentences that is to be supplied by the Master Servicer
shall be evidenced by an Officers' Certificate delivered to the Trustee by the
Master Servicer on the Master Servicer Reporting Date immediately following the
end of (x) in the case of Bankruptcy Losses allocable to interest, the Due
Period during which any such Realized Loss was incurred, and (y) in the case of
all other Realized Losses, the Prepayment Period during which any such Realized
Loss was incurred.

         (b) All Realized Losses on the Mortgage Loans shall be allocated by the
Trustee on each Distribution Date as follows: FIRST, in reduction of interest
accrued on and otherwise distributable to the Class CE Certificates to the
extent of Net Monthly Excess Cashflow used to pay principal on the Class A
Certificates and the Mezzanine Certificates under clause (i) of Section 4.01
hereof; SECOND, in reduction of interest accrued on and otherwise distributable
to the Class CE Certificates to the extent of Net Monthly Excess Cashflow
available for distribution pursuant to clauses (ii) through (vi) of Section
4.01(a)(4) hereof; and THIRD, in reduction of the Certificate Principal Balance
of the Class CE Certificates (determined after taking into account all
distributions made on the Certificates on such Distribution Date), until the
Certificate Principal Balance thereof has been reduced to zero. If on any
Distribution Date, after all distributions are made by the Trustee pursuant to
Section 4.01 hereof, the aggregate Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class P certificates exceeds
the sum of the Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after taking into account prepayments during the
related Prepayment Period), the amount of such excess shall be allocated: FIRST,
to the Class M-7 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; SECOND, to the Class M-6 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; THIRD, to the
Class M-5 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; FOURTH, to the Class M-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; FIFTH, to the Class M-3
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; SIXTH, to the Class M-2 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; SEVENTH, to the Class M-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; and EIGHTH, with respect to Realized Losses on the Group I Mortgage
Loans, to the Class A-1B Certificates, until the Certificate Principal Balance
thereof has been reduced to zero. All Realized Losses to be allocated to the
Certificate Principal



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Balances of all Classes on any Distribution Date shall be so allocated after the
actual distributions to be made on such date as provided above.

         Any such allocation to a Class of Mezzanine Certificate on any
Distribution Date shall be made by reducing the Certificate Principal Balance
thereof (after the actual distributions to be made on such Distribution Date
pursuant to Section 4.01 hereof) by the amount so allocated; any allocation of
Realized Losses to a Class CE Certificate shall be made by reducing the amount
otherwise payable in respect thereof pursuant to Section 4.01(a)(4)(V). No
allocations of any Realized Losses shall be made to the Certificate Principal
Balances of the Class A Certificates (other than the Class A-1B Certificates) or
the Class P Certificates.

         As used herein, an allocation of a Realized Loss on a "PRO RATA basis"
among two or more specified Classes of Certificates means an allocation on a PRO
RATA basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date. All Realized Losses and all other losses allocated to a Class of
Certificates hereunder will be allocated among the Certificates of such Class in
proportion to the Percentage Interests evidenced thereby.

         (c)(i) The REMIC I Marker Percentage of all Realized Losses on the
Mortgage Loans shall be allocated by the Trustee on each Distribution Date to
the following REMIC I Regular Interests in the specified percentages, as
follows: FIRST, to Uncertificated Interest payable to the REMIC I Regular
Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate amount
equal to the REMIC I Interest Loss Allocation Amount, 98% and 2%, respectively;
SECOND, to the Uncertificated Balances of the REMIC I Regular Interest I-LTAA
and REMIC I Regular Interest I- LTZZ up to an aggregate amount equal to the
REMIC I Principal Loss Allocation Amount, 98% and 2%, respectively; THIRD, to
the Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM7 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM7 has been reduced to zero; FOURTH, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM6 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM6 has been reduced to zero; FIFTH, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM5 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM5 has been reduced to zero; SIXTH, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM4 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I-LTM4 has been reduced to zero; SEVENTH, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM3 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM3 has been reduced to zero; EIGHTH, to the Uncertificated Balances of REMIC
I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM2 and REMIC I Regular
Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC I Regular Interest I- LTM2 has been reduced to zero; NINTH, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM1 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM1 has been reduced to zero; and TENTH, with regards to Realized Losses on
the Group I Mortgage Loans, to the



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<PAGE>



Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTA1B and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTA1B has been reduced to zero.

         (ii) The REMIC I Sub WAC Allocation Percentage of all Realized Losses
shall be applied after all distributions have been made on each Distribution
Date: FIRST, so as to keep the Uncertificated Balance of each REMIC I Regular
Interest ending with the designation "GRP" equal to 0.01% of the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan Group;
SECOND, to each REMIC I Regular Interest ending with the designation "SUB," so
that the Uncertificated Balance of each such REMIC I Regular Interest is equal
to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of the Class A Certificate in the related Loan Group (except
that if any such excess is a larger number than in the preceding distribution
period, the least amount of Realized Losses shall be applied to such REMIC I
Regular Interests such that the REMIC I Subordinated Balance Ratio is
maintained); and THIRD, any remaining Realized Losses shall be allocated to
REMIC I Regular Interest I-LTXX.

         SECTION 4.05. Compliance with Withholding Requirements.

         Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

         SECTION 4.06. Commission Reporting.

         (a) The Trustee 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
of the Commission thereunder, and the Depositor shall sign (or shall cause
another entity acceptable to the Commission to sign) and the Trustee shall file
(via the Commission's Electronic Data Gathering and Retrieval System) such forms
on behalf of the Depositor (or such other entity). The Depositor hereby grants
to the Trustee a limited power of attorney to execute any Form 8-K and file each
such document on behalf of the Depositor. Such power of attorney shall continue
until the earlier of (i) receipt by the Trustee from the Depositor of written
termination of such power of attorney and (ii) the termination of the Trust.
Notwithstanding anything herein to the contrary, the Depositor, and not the
Trustee, shall be responsible for executing each Form 10-K filed on behalf of
the Trust.

         (b) Each Form 8-K shall be filed by the Trustee within 15 days after
each Distribution Date, with a copy of the statement to the Certificateholders
for such Distribution Date as an exhibit thereto. Prior to March 30th of each
year (or such earlier date as may be required by the Exchange



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<PAGE>



Act and the Rules and Regulations of the Commission), the Trustee shall file a
Form 10-K, in substance as required by applicable law or applicable Commission
staff's interpretations. Such Form 10-K shall include as exhibits the Master
Servicer's annual statement of compliance described under Section 3.19 and the
accountant's report described under Section 3.20, 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 a
certification in the form attached hereto as Exhibit J-1 (the "Certification"),
which shall be signed by the senior officer of the Depositor in charge of
securitization.

         (c) In addition, the Trustee shall sign a certification (in the form
attached hereto as Exhibit J-2) for the benefit of the Depositor and its
officers, directors and Affiliates regarding certain aspects of items 1 through
3 of the Certification (provided, however, that the Trustee shall not undertake
an analysis of the accountant's report attached as an exhibit to the Form 10-K).
The Trustee's certification shall be delivered to the Depositor by no later than
March 18th of each year (or if such day is not a Business Day, the immediately
preceding Business Day) and the Depositor shall deliver the Certification to the
Trustee for filing no later than March 20th of each year (or if such day is not
a Business Day, the immediately preceding Business Day).

         In addition, the Trustee shall indemnify and hold harmless the
Depositor and its officers, directors and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the Trustee's obligations under this Section 4.06 or the
Trustee's negligence, bad faith or willful misconduct in connection therewith.
The Depositor shall indemnify and hold harmless the Trustee and its officers,
directors and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
Depositor's obligations under this Section 4.06 or the Depositor's negligence,
bad faith or willful misconduct in connection therewith. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the
Depositor or the Trustee, as applicable, then the other party, in connection
with a breach of its respective obligations under this Section 4.06 or its
respective negligence, bad faith or willful misconduct in connection therewith,
agrees that it shall contribute to the amount paid or payable by the other party
as a result of the losses, claims, damages or liabilities of the other party in
such proportion as is appropriate to reflect the relative fault of the Depositor
on the one hand and the Trustee on the other.

         (d) Upon any filing with the Commission, the Trustee shall promptly
deliver to the Depositor a copy of any executed report, statement or
information.

         (e) Prior to January 30th of the first year in which the Trustee is
able to do so under applicable law, the Trustee shall file a Form 15 Suspension
Notification with respect to the Trust.

         (f) To the extent that, following the Closing Date, the Depositor
certifies that reports and certifications differing from those required under
this Section 4.06 comply with the reporting



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<PAGE>



requirements under the Exchange Act, the Trustee hereby agrees that it will
reasonably cooperate to amend the provisions of this Section 4.06 (in accordance
with Section 11.01) in order to comply with such amended reporting requirements
and such amendment of this Section 4.06. Any such amendment may result in the
reduction of the reports filed by the Depositor under the Exchange Act.
Notwithstanding the foregoing, the Trustee shall not be obligated to enter into
any amendment pursuant to this Section that adversely affects its obligations
and immunities under this Agreement.

         SECTION 4.07. [Reserved].

         SECTION 4.08. [Reserved].

         SECTION 4.09. [Reserved].

         SECTION 4.10 Net WAC Rate Carryover Reserve Account.

         (a) No later than the Closing Date, the Trustee shall establish and
maintain with itself, as agent for the Trustee, a separate, segregated trust
account titled, "Net WAC Rate Carryover Reserve Account, Deutsche Bank National
Trust Company, as Trustee, in trust for the registered Holders of Ameriquest
Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series
2004-R5." The Trustee shall deposit into the Net WAC Rate Carryover Reserve
Account any payments received by it (i) under the Cap Contracts for the benefit
of the Holders of the Adjustable- Rate Certificates and (ii) pursuant to Section
4.01(a)(4)(v).

         (b) On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Class A Certificates or the Mezzanine
Certificates, the Trustee has been directed by the Class CE Certificateholders
to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account
the amount of such Net WAC Rate Carryover Amount, after taking into account
amounts received under the Cap Contracts, rather than distributing such amounts
to the Class CE Certificateholders. On each such Distribution Date, the Trustee
shall hold all such amounts for the benefit of the Holders of the Class A
Certificates and the Mezzanine Certificates, and will distribute such amounts to
the Holders of the Class A Certificates and the Mezzanine Certificates in the
amounts and priorities set forth in Section 4.01(a).

         (c) For federal and state income tax purposes, the Class CE
Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover
Reserve Account and all amounts deposited into the Net WAC Rate Carryover
Reserve Account shall be treated as amounts distributed by REMIC II to the
Holder of the Class CE Interest and by REMIC III to the Holders of the Class CE
Certificates. Upon the termination of the Trust, or the payment in full of the
Class A Certificates and the Mezzanine Certificates, all amounts remaining on
deposit in the Net WAC Rate Carryover Reserve Account will be released by the
Trust and distributed to the Class CE Certificateholders or their designees. The
Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of
any REMIC and any payments to the Holders of the Class A Certificates or the
Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments
with respect to a "regular interest" in a REMIC within the meaning of Code
Section 860(G)(a)(1).




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<PAGE>



         (d) By accepting a Class CE Certificate, each Class CE
Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is
directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
described above on each Distribution Date as to which there is any Net WAC Rate
Carryover Amount rather than distributing such amounts to the Class CE
Certificateholders. By accepting a Class CE Certificate, each Class CE
Certificateholder further agrees that such direction is given for good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
such acceptance.

         (e) At the written direction of the Holders of a majority in Percentage
Interest in the Class CE Certificates, the Trustee shall direct any depository
institution maintaining the Net WAC Rate Carryover Reserve Account to invest the
funds in such account in one or more Permitted Investments bearing interest or
sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if a Person other
than the Trustee or an Affiliate manages or advises such investment, and (ii) no
later than the date on which such funds are required to be withdrawn from such
account pursuant to this Agreement, if the Trustee or an Affiliate manages or
advises such investment. If no investment direction of the Holders of a majority
in Percentage Interest in the Class CE Certificates with respect to the Net WAC
Rate Carryover Reserve Account is received by the Trustee, the Trustee shall
invest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so
long as it is a Permitted Investment. Interest earned on such investment shall
be deposited into the Net WAC Rate Carryover Reserve Account.

         (f) For federal income tax return and information reporting, the value
assigned to the right of the Holders of the Class A Certificates and the
Mezzanine Certificates to receive payments from the Net WAC Rate Carryover
Reserve Account in respect of any Net WAC Rate Carryover Amount shall be
provided to the Trustee as of the Closing Date and may be obtained from the
Trustee upon request. Such information will be provided to the Trustee by the
lead Underwriter on or prior to the Closing Date.


                                    ARTICLE V

                                THE CERTIFICATES

         SECTION 5.01. The Certificates.

         (a) The Certificates in the aggregate will represent the entire
beneficial ownership interest in the Mortgage Loans and all other assets
included in REMIC I. At the Closing Date, the aggregate Certificate Principal
Balance of the Certificates will equal the aggregate Stated Principal Balance of
the Mortgage Loans.




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<PAGE>



         The Certificates will be substantially in the forms annexed hereto as
Exhibits A-1 through A-16. The Certificates of each Class will be issuable in
registered form only, in denominations of authorized Percentage Interests as
described in the definition thereof. Each Certificate will share ratably in all
rights of the related Class.

         Upon original issue, the Certificates shall be executed and delivered
by the Trustee and the Trustee shall cause the Certificates to be authenticated
by the Certificate Registrar to or upon the order of the Depositor. The
Certificates shall be executed and attested by manual or facsimile signature on
behalf of the Trustee by an authorized signatory. Certificates bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Trustee shall bind the Trustee notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
herein executed by the Certificate Registrar by manual signature, and such
certificate of authentication 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.

         (b) The Class A Certificates and the Mezzanine Certificates shall
initially be issued as one or more Certificates held by the Book-Entry Custodian
or, if appointed to hold such Certificates as provided below, the Depository,
and registered in the name of the Depository or its nominee and, except as
provided below, registration of such Certificates may not be transferred by the
Trustee except to another Depository that agrees to hold such Certificates for
the respective Certificate Owners with Ownership Interests therein. The
Certificate Owners shall hold their respective Ownership Interests in and to
such Certificates through the book-entry facilities of the Depository and,
except as provided below, shall not be entitled to definitive, fully registered
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall only transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents or
of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures. The Trustee is hereby initially appointed as the
Book-Entry Custodian and hereby agrees to act as such in accordance herewith and
in accordance with the agreement that it has with the Depository authorizing it
to act as such. The Book-Entry Custodian may, and if it is no longer qualified
to act as such, the Book- Entry Custodian shall, appoint, by a written
instrument delivered to the Depositor, the Master Servicer, the Trustee (if the
Trustee is not the Book-Entry Custodian) and any other transfer agent (including
the Depository or any successor Depository), to act as Book-Entry Custodian
under such conditions as the predecessor Book-Entry Custodian and the Depository
or any successor Depository may prescribe, provided that the predecessor
Book-Entry Custodian shall not be relieved of any of its duties or
responsibilities by reason of any such appointment of other than the Depository.
If the Trustee resigns or is removed in accordance with the terms hereof, if it
so elects, the Depository shall immediately succeed to its predecessor's duties
as Book-Entry Custodian. The Depositor shall have the right to inspect, and to
obtain copies of, any Certificates held as Book-Entry Certificates by the
Book-Entry Custodian.



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<PAGE>



         The Trustee, the Master Servicer and the Depositor may for all purposes
(including the making of payments due on the Book-Entry Certificates) deal with
the Depository as the authorized representative of the Certificate Owners with
respect to the Book-Entry Certificates for the purposes of exercising the rights
of Certificateholders hereunder. The rights of Certificate Owners with respect
to the Book-Entry Certificates shall be limited to those established by law and
agreements between such Certificate Owners and the Depository Participants and
brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of the Book-Entry
Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Trustee may establish a reasonable record date in connection with solicitations
of consents from or voting by Certificateholders and shall give notice to the
Depository of such record date.

         If (i)(A) the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor or (ii) after the occurrence of a Master Servicer Event of
Default, Certificate Owners representing in the aggregate not less than 51% of
the Ownership Interests of the Book-Entry Certificates advise the Trustee
through the Depository, in writing, that the continuation of a book-entry system
through the Depository is no longer in the best interests of the Certificate
Owners, the Trustee shall notify all Certificate Owners, through the Depository,
of the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon surrender to the
Trustee of the Book-Entry Certificates by the Book-Entry Custodian or the
Depository, as applicable, accompanied by registration instructions from the
Depository for registration of transfer, the Trustee shall issue the Definitive
Certificates. Such Definitive Certificates will be issued in minimum
denominations of $25,000, except that any beneficial ownership that was
represented by a Book-Entry Certificate in an amount less than $25,000
immediately prior to the issuance of a Definitive Certificate shall be issued in
a minimum denomination equal to the amount represented by such Book-Entry
Certificate. None of the Depositor, the Master Servicer or the Trustee shall be
liable for any delay in the delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such instructions. Upon the
issuance of Definitive Certificates all references herein to obligations imposed
upon or to be performed by the Depository shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates, and the Trustee shall recognize the Holders of the
Definitive Certificates as Certificateholders hereunder.

         SECTION 5.02. Registration of Transfer and Exchange of Certificates.

         (a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee in accordance with the provisions of
Section 8.12 a Certificate Register for the Certificates in which, subject to
such reasonable regulations as it may prescribe, the Trustee shall provide for
the registration of Certificates and of transfers and exchanges of Certificates
as herein provided. The Trustee will initially serve as Certificate Registrar
for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided. The Certificate Registrar may appoint, by a
written instrument delivered to the Master Servicer and the Depositor, any other
bank or trust company to act as Certificate Registrar under such conditions as
the predecessor Certificate Registrar may prescribe, provided that the
predecessor Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the



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Trustee shall at any time not be the Certificate Registrar, the Trustee shall
have and maintain the right to inspect the Certificate Register or to obtain a
copy thereof at all reasonable times, and to rely conclusively upon a
certificate of the Certificate Registrar as to the information set forth in the
Certificate Register.

         (b) No transfer of any Class M-7 Certificate, Class CE Certificate,
Class P Certificate or Residual Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities Act
of 1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of a Class M-7 Certificate, Class CE Certificate,
Class P Certificate or Residual Certificate is to be made without registration
or qualification (other than in connection with the initial transfer of any such
Certificate by the Depositor to an affiliate of the Depositor), the Trustee and
the Certificate Registrar shall each require receipt of: (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Certificateholder desiring to effect the transfer and
from such Certificateholder's prospective transferee, substantially in the forms
attached hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of
Counsel satisfactory to it that such transfer may be made without such
registration (which Opinion of Counsel shall not be an expense of the Depositor,
the Trustee, the Master Servicer, in its capacity as such, or the Trust Fund),
together with copies of the written certification(s) of the Certificateholder
desiring to effect the transfer and/or such Certificateholder's prospective
transferee upon which such Opinion of Counsel is based, if any. None of the
Depositor, the Certificate Registrar or the Trustee is obligated to register or
qualify the Class M-7 Certificates, the Class CE Certificates, the Class P
Certificates or the Residual Certificates under the 1933 Act or any other
securities laws or to take any action not otherwise required under this
Agreement to permit the transfer of such Certificates without registration or
qualification. Any Certificateholder desiring to effect the transfer of a Class
M-7 Certificate, Class CE Certificate, Class P Certificate or Residual
Certificate shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and the Master Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         Notwithstanding the foregoing, no certification or Opinion of Counsel
described in this Section 5.02(b) will be required in connection with the
transfer, on the Closing Date, of any Class R Certificate by the Depositor to an
"accredited investor" within the meaning of Rule 501(d) of the 1933 Act.

         (c) No transfer of a Class CE Certificate, Class P Certificate, Class
M-7 Certificate or Residual Certificate or any interest therein shall be made to
any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "Plan Assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets"), as
certified by such transferee in the form of Exhibit G, unless either (i) the
Trustee is provided with an Opinion of Counsel for the benefit of the Depositor,
the Trustee and the Master Servicer and on which they may rely, which shall be
to the effect that the purchase and holding of such Certificates is permissible
under applicable law, will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Depositor, the Master Servicer, the NIMS Insurer, the Trustee or the Trust Fund
to any obligation or liability (including obligations or



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liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Depositor, the Master Servicer, the NIMS Insurer, the Trustee or the
Trust Fund or (ii) solely in the case of the Class M-7 Certificates, the Trustee
receives a certificate from the transferee in the form of Exhibit G that the
Class M-7 Certificates have been offered in an underwriting or placement within
the meaning of Prohibited Transaction Exemption 2002-41, as amended. Neither an
Opinion of Counsel nor any certification will be required in connection with the
initial transfer of any such Certificate by the Depositor to an affiliate of the
Depositor (in which case, the Depositor or any affiliate thereof shall have
deemed to have represented that such affiliate is not a Plan or a Person
investing Plan Assets) and the Trustee shall be entitled to conclusively rely
upon a representation (which, upon the request of the Trustee, shall be a
written representation) from the Depositor of the status of such transferee as
an affiliate of the Depositor.

         Each beneficial owner of the Class A Certificates or Mezzanine
Certificates (other than Class M-7 Certificates) or any interest therein shall
be deemed to have represented, by virtue of its acquisition or holding of that
certificate or interest therein, that either (i) it is not a Plan or acting,
directly or indirectly, on behalf of a Plan or with Plan Assets, (ii) it has
acquired and is holding such Class A Certificates or Mezzanine Certificates
(other than Class M-7 Certificates) in reliance on the Underwriters' Exemption,
and that it understands that there are certain conditions to the availability of
the Underwriters' Exemption, including that the Class A Certificates or
Mezzanine Certificates (other than the Class M-7 Certificates) must be rated, at
the time of purchase, not lower than "BBB-" (or its equivalent) by Moody's,
Fitch or S&P or (iii) (1) it is an insurance company, (2) the source of funds
used to acquire or hold the certificate or interest therein is an "insurance
company general account," as such term is defined in PTCE 95-60, and (3) the
conditions in Sections I and III of PTCE 95-60 have been satisfied.

         Each beneficial owner of a Class M-7 Certificate or any interest
therein, which is acquired on or following the time a certification has been
made under subsection (c)(ii) above, shall be deemed to have represented, by
virtue of its acquisition or holding of the Certificate or interest therein,
that either (i) it is not a Plan or acting, directly or indirectly, on behalf of
a Plan or with Plan Assets or (ii) (1) it is an insurance company, (2) the
source of funds used to acquire or hold the certificate or interest therein is
an "insurance company general account," as such term is defined in PTCE 95-60,
and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

         If any Class CE Certificate, Class P Certificate, Residual Certificate
or Mezzanine Certificate or any interest therein is acquired or held in
violation of the provisions of the preceding paragraphs, the next preceding
permitted beneficial owner will be treated as the beneficial owner of that
Certificate retroactive to the date of transfer to the purported beneficial
owner. Any purported beneficial owner whose acquisition or holding of any such
Certificate or interest therein was effected in violation of the provisions of
the preceding paragraph shall indemnify and hold harmless the Depositor, the
Master Servicer, the Trustee, the NIMS Insurer and the Trust Fund from and
against any and all liabilities, claims, costs or expenses incurred by those
parties as a result of that acquisition or holding.

         (d)(i) 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



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bound by the following provisions and to have irrevocably authorized the
Certificate Registrar or its designee under clause (iii)(A) below to deliver
payments to a Person other than such Person and to negotiate the terms of any
mandatory sale under clause (iii)(B) below and to execute all instruments of
Transfer and to do all other things necessary in connection with any such sale.
The rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:

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

         (B) In connection with any proposed Transfer of any Ownership Interest
     in a Residual Certificate, the Certificate Registrar shall require delivery
     to it and shall not register the Transfer of any Residual Certificate until
     its receipt of an affidavit and agreement (a "Transfer Affidavit and
     Agreement"), in the form attached hereto as Exhibit F-2 from the proposed
     Transferee, in form and substance satisfactory to the Certificate
     Registrar, representing and warranting, among other things, that such
     Transferee is a Permitted Transferee, 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 that is not
     a Permitted Transferee, that for so long as it retains its Ownership
     Interest in a Residual Certificate, it will endeavor to remain a Permitted
     Transferee, and that it has reviewed the provisions of this Section 5.02(d)
     and agrees to be bound by them.

         (C) Notwithstanding the delivery of a Transfer Affidavit and Agreement
     by a proposed Transferee under clause (B) above, if a Responsible Officer
     of the Certificate Registrar who is assigned to this transaction has actual
     knowledge that the proposed Transferee is not a Permitted Transferee, no
     Transfer of an Ownership Interest in a Residual Certificate to such
     proposed Transferee shall be effected.

         (D) Each Person holding or acquiring any Ownership Interest in a
     Residual Certificate shall agree (x) to require a Transfer Affidavit and
     Agreement from any other Person to whom such Person attempts to transfer
     its Ownership Interest in a Residual Certificate and (y) not to transfer
     its Ownership Interest unless it provides a Transferor Affidavit (in the
     form attached hereto as Exhibit F-2), to the Certificate Registrar stating
     that, among other things, it has no actual knowledge that such other Person
     is not a Permitted Transferee.

         (E) Each Person holding or acquiring an Ownership Interest in a
     Residual Certificate, by purchasing an Ownership Interest in such
     Certificate, agrees to give the Certificate Registrar written notice that
     it is a "pass-through interest holder" within the meaning of temporary
     Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring
     an Ownership Interest in a Residual Certificate, if it is, or is holding an
     Ownership Interest in a Residual Certificate on behalf of, a "pass-through
     interest holder."

         (ii) The Certificate Registrar will register the Transfer of any
Residual Certificate only if it shall have received the Transfer Affidavit and
Agreement and all of such other documents as shall have been reasonably required
by the Certificate Registrar as a condition to such registration. In addition,
no Transfer of a Residual Certificate shall be made unless the Certificate
Registrar shall



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have received a representation letter from the Transferee of such Certificate to
the effect that such Transferee is a Permitted Transferee.

         (iii)(A) If any purported Transferee shall become a Holder of a
Residual Certificate in violation of the provisions of this Section 5.02(d),
then the last preceding Permitted Transferee shall be restored, to the extent
permitted by law, to all rights as Holder thereof retroactive to the date of
registration of such Transfer of such Residual Certificate. The Certificate
Registrar 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
5.02(d) or for making any payments due on such Certificate to the Holder thereof
or for taking any other action with respect to such Holder under the provisions
of this Agreement.

         (B) If any purported Transferee shall become a Holder of a Residual
     Certificate in violation of the restrictions in this Section 5.02(d) and to
     the extent that the retroactive restoration of the rights of the Holder of
     such Residual Certificate as described in clause (iii)(A) above shall be
     invalid, illegal or unenforceable, then the Certificate Registrar shall
     have the right, without notice to the Holder or any prior Holder of such
     Residual Certificate, to sell such Residual Certificate to a purchaser
     selected by the Certificate Registrar on such terms as the Certificate
     Registrar may choose. Such purported Transferee shall promptly endorse and
     deliver each Residual Certificate in accordance with the instructions of
     the Certificate Registrar. Such purchaser may be the Certificate Registrar
     itself or any Affiliate of the Certificate Registrar. The proceeds of such
     sale, net of the commissions (which may include commissions payable to the
     Certificate Registrar or its Affiliates), expenses and taxes due, if any,
     will be remitted by the Certificate Registrar to such purported Transferee.
     The terms and conditions of any sale under this clause (iii)(B) shall be
     determined in the sole discretion of the Certificate Registrar, and the
     Certificate Registrar shall not be liable to any Person having an Ownership
     Interest in a Residual Certificate as a result of its exercise of such
     discretion.

         (iv) The Trustee 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 a Disqualified Organization,
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 as among its record Holders
at any time any Person which is a Disqualified Organization. Reasonable
compensation for providing such information may be accepted by the Trustee.

         (v) The provisions of this Section 5.02(d) set forth prior to this
subsection (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee at the expense of the party seeking to
modify, add to or eliminate any such provision the following:

         (A) written notification from each Rating Agency to the effect that the
     modification, addition to or elimination of such provisions will not cause
     such Rating Agency to downgrade its then-current ratings of any Class of
     Certificates; and



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         (B) an Opinion of Counsel, in form and substance satisfactory to the
     Trustee, to the effect that such modification of, addition to or
     elimination of such provisions will not cause any Trust REMIC to cease to
     qualify as a REMIC and will not cause any Trust REMIC, as the case may be,
     to be subject to an entity-level tax caused by the Transfer of any Residual
     Certificate to a Person that is not a Permitted Transferee or (y) a Person
     other than the prospective transferee to be subject to a REMIC-tax caused
     by the Transfer of a Residual Certificate to a Person that is not a
     Permitted Transferee.

         The Trustee shall forward to the NIMS Insurer a copy of the items
delivered to it pursuant to (A) and (B) above.

         (e) Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at any office or agency of the
Trustee maintained for such purpose pursuant to Section 8.12, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in the
name of the designated Transferee or Transferees, one or more new Certificates
of the same Class of a like aggregate Percentage Interest.

         (f) At the option of the Holder thereof, any Certificate may be
exchanged for other Certificates of the same Class with authorized denominations
and a like aggregate Percentage Interest, upon surrender of such Certificate to
be exchanged at any office or agency of the Trustee maintained for such purpose
pursuant to Section 8.12. Whenever any Certificates are so surrendered for
exchange the Trustee, shall execute and cause the Certificate Registrar to
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee) be duly endorsed by,
or be accompanied by a written instrument of transfer in the form satisfactory
to the Trustee and the Certificate Registrar duly executed by, the Holder
thereof or his attorney duly authorized in writing. In addition, (i) with
respect to each Class R Certificate, the Holder thereof may exchange, in the
manner described above, the Class R Certificate for two separate Certificates,
each representing such Holder's respective Percentage Interest in the Class R-I
Interest and the Class R-II Interest, respectively, in each case that was
evidenced by the Class R Certificate being exchanged and (ii) with respect to
each Class R-X Certificate, the Holder thereof may exchange, in the manner
described above, such Class R-X Certificate for two separate Certificates, each
representing such Holder's respective Percentage Interest in the Class R-III
Interest and the Class R-IV Interest, respectively, in each case that was
evidenced by the Class R-X Certificate being exchanged.

         (g) No service charge to the Certificateholders shall be made for any
transfer or exchange of Certificates, but the Trustee 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.

         (h) All Certificates surrendered for transfer and exchange shall be
canceled and destroyed by the Certificate Registrar in accordance with its
customary procedures.

         (i) The Trustee will cause the Certificate Registrar (unless the
Trustee is acting as Certificate Registrar) to provide notice to the Trustee of
each transfer of a Certificate and to provide



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the Trustee with an updated copy of the Certificate Register on the first
Business Day in March and August of each year, commencing in August 2004.

         (j) Any attempted or purported transfer of any Certificate in violation
of the provisions of Section 5.02(c) hereof shall be void AB INITIO and such
Certificate shall be considered to have been held continuously by the prior
permitted Holder.

         SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.

         If (i) any mutilated Certificate is surrendered to the Trustee or the
Certificate Registrar, or the Trustee and the Certificate Registrar receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee, the NIMS Insurer 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 actual knowledge by the
Trustee or the Certificate Registrar that such Certificate has been acquired by
a bona fide purchaser or the Trustee shall execute and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of the same Class and of like denomination and Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Certificate Registrar) connected therewith. Any
replacement Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the applicable REMIC created
hereunder, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

         SECTION 5.04. Persons Deemed Owners.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer, the
Certificate Registrar and any agent of any of them may treat the Person in whose
name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions pursuant to Section 4.01 and for all other
purposes whatsoever, and none of the Depositor, the Master Servicer, the
Trustee, the Certificate Registrar, the NIMS Insurer or any agent of any of them
shall be affected by notice to the contrary.

         SECTION 5.05. Certain Available Information.

         On or prior to the date of the first sale of any Class M-7 Certificate,
Class CE Certificate, Class P Certificate or Residual Certificate to an
Independent third party, the Depositor shall provide to the Trustee ten copies
of any private placement memorandum or other disclosure document used by the
Depositor in connection with the offer and sale of the Class M-7 Certificates,
Class CE Certificates, Class P Certificates or Residual Certificates. In
addition, if any such private placement memorandum or disclosure document is
revised, amended or supplemented at any time following the delivery thereof to
the Trustee, the Depositor promptly shall inform the Trustee of such event and
shall deliver to the Trustee ten copies of the private placement memorandum or
disclosure document, as revised, amended or supplemented. The Trustee shall
maintain at its Corporate Trust Office and shall make available free of charge
during normal business hours for review by any Holder of a Certificate and/or
Certificate Owner or any Person identified to the Trustee as a prospective



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transferee of a Certificate, originals or copies of the following items: (i) in
the case of a Holder or prospective transferee of a Class M-7 Certificate, Class
CE Certificate, Class P Certificate or Residual Certificate, the private
placement memorandum or other disclosure document relating to such Certificates,
if any, in the form most recently provided to the Trustee; and (ii) in all
cases, (A) this Agreement and any amendments hereof entered into pursuant to
Section 11.01, (B) all monthly statements required to be delivered to
Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, and all other notices, reports, statements and written
communications delivered to the Certificateholders of the relevant Class
pursuant to this Agreement since the Closing Date, (C) all certifications
delivered by a Responsible Officer of the Trustee since the Closing Date
pursuant to Section 10.01(h), (D) any and all Officers' Certificates delivered
to the Trustee by the Master Servicer since the Closing Date to evidence the
Master Servicer's determination that any Advance or Servicing Advance was, or if
made, would be a Nonrecoverable Advance or Nonrecoverable Servicing Advance,
respectively, and (E) any and all Officers' Certificates delivered to the
Trustee by the Master Servicer since the Closing Date pursuant to Section
4.04(a). Copies and mailing of any and all of the foregoing items will be
available from the Trustee upon request at the expense of the person requesting
the same.



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                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

         SECTION 6.01. Liability of the Depositor and the Master Servicer.

         The Depositor and the Master Servicer each shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Depositor and the Master
Servicer herein.

         SECTION 6.02. Merger or Consolidation of the Depositor or the Master
                       Servicer.

         Subject to the following paragraph, the Depositor will keep in full
effect its existence, rights and franchises as a corporation under the laws of
the jurisdiction of its incorporation. Subject to the following paragraph, the
Master Servicer will keep in full effect its existence, rights and franchises as
a corporation under the laws of the jurisdiction of its incorporation and its
qualification as an approved conventional seller/servicer for Fannie Mae or
Freddie Mac in good standing. The Depositor and the Master Servicer each will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans and to perform its respective duties under this
Agreement.

         The Depositor or the Master Servicer may be merged or consolidated with
or into any Person, or transfer all or substantially all of its assets to any
Person, in which case any Person resulting from any merger or consolidation to
which the Depositor or the Master Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Master Servicer, shall be the
successor of the Depositor or the Master Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Fannie Mae or Freddie Mac; and provided further that the Rating Agencies'
ratings of the Class A Certificates and the Mezzanine Certificates in effect
immediately prior to such merger or consolidation will not be qualified, reduced
or withdrawn as a result thereof (as evidenced by a letter to such effect from
the Rating Agencies).

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

         None of the Depositor, the NIMS Insurer, the Master Servicer or any of
the directors, officers, employees or agents of the Depositor or the Master
Servicer shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the NIMS
Insurer, the Master Servicer or any such person against any breach of
warranties, representations or covenants made herein, or against any specific
liability imposed on the Master Servicer pursuant hereto, or against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the NIMS Insurer,
the Master Servicer or the Trustee and any director, officer, employee



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or agent of the Depositor, the NIMS Insurer, the Master Servicer or the Trustee
may rely in good faith on any document of any kind which, PRIMA FACIE, is
properly executed and submitted by any Person respecting any matters arising
hereunder.

         The Depositor, the NIMS Insurer, the Master Servicer and any director,
officer, employee or agent of the Depositor, the NIMS Insurer or the Master
Servicer shall be indemnified and held harmless by the Trust Fund 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
relating 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 any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of reckless disregard of obligations and duties hereunder. Neither the
Depositor, the NIMS Insurer nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and, in its opinion,
does not involve it in any expense or liability; provided, however, that each of
the Depositor, the NIMS Insurer and the Master Servicer may in its discretion
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders hereunder. In such event, unless the
Depositor or the Master Servicer acts without the consent of Holders of
Certificates entitled to at least 51% of the Voting Rights (which consent shall
not be necessary in the case of litigation or other legal action by either to
enforce their respective rights or defend themselves hereunder), the legal
expenses and costs of such action and any liability resulting therefrom (except
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder) shall be expenses, costs
and liabilities of the Trust Fund, and the Depositor, the NIMS Insurer and the
Master Servicer shall be entitled to be reimbursed therefor from the Collection
Account as and to the extent provided in Section 3.05, any such right of
reimbursement being prior to the rights of the Certificateholders to receive any
amount in the Collection Account.

         SECTION 6.04. Limitation on Resignation of the Master Servicer.

         The Master Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) upon determination that its duties hereunder are
no longer permissible under applicable law or (ii) with the written consent of
the Trustee, the NIMS Insurer and written confirmation from each Rating Agency
(which confirmation shall be furnished to the Depositor, the NIMS Insurer and
the Trustee) that such resignation will not cause such Rating Agency to reduce
the then current rating of the Class A Certificates or the Mezzanine
Certificates. Any such determination pursuant to clause (i) of the preceding
sentence, permitting the resignation of the Master Servicer, shall be evidenced
by an Opinion of Counsel to such effect obtained at the expense of the Master
Servicer and delivered to the Trustee and the NIMS Insurer. No resignation of
the Master Servicer shall become effective until the Trustee or a successor
servicer acceptable to the NIMS Insurer shall have assumed the Master Servicer's
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.

         Except as expressly provided herein, the Master Servicer shall not
assign or transfer any of its rights, benefits or privileges hereunder to any
other Person, nor delegate to or subcontract with,



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nor authorize or appoint any other Person to perform any of the duties,
covenants or obligations to be performed by the Master Servicer hereunder. If,
pursuant to any provision hereof, the duties of the Master Servicer are
transferred to a successor master servicer, the entire amount of the Servicing
Fee and other compensation payable to the Master Servicer pursuant hereto shall
thereafter be payable to such successor master servicer.

         SECTION 6.05. Rights of the Depositor in Respect of the Master
                       Servicer.

         The Master Servicer shall afford (and any Sub-Servicing Agreement shall
provide that each Sub-Servicer shall afford) the Depositor, the NIMS Insurer and
the Trustee, upon reasonable notice, during normal business hours, access to all
records maintained by the Master Servicer (and any such Sub-Servicer) in respect
of the Master Servicer's rights and obligations hereunder and access to officers
of the Master Servicer (and those of any such Sub-Servicer) responsible for such
obligations. Upon request, the Master Servicer shall furnish to the Depositor,
the NIMS Insurer and the Trustee its (and any such Sub-Servicer's) most recent
financial statements and such other information relating to the Master
Servicer's capacity to perform its obligations under this Agreement that it
possesses. To the extent such information is not otherwise available to the
public, the Depositor, the NIMS Insurer and the Trustee shall not disseminate
any information obtained pursuant to the preceding two sentences without the
Master Servicer's (or any such Sub-Servicer's) written consent, except as
required pursuant to this Agreement or to the extent that it is appropriate to
do so (i) in working with legal counsel, auditors, taxing authorities or other
governmental agencies, rating agencies or reinsurers or (ii) pursuant to any
law, rule, regulation, order, judgment, writ, injunction or decree of any court
or governmental authority having jurisdiction over the Depositor, the Trustee or
the Trust Fund, and in either case, the Depositor, the NIMS Insurer or the
Trustee, as the case may be, shall use its best efforts to assure the
confidentiality of any such disseminated non-public information. The Depositor
may, but is not obligated to, enforce the obligations of the Master Servicer
under this Agreement and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer under this
Agreement or exercise the rights of the Master Servicer under this Agreement;
provided that the Master Servicer shall not be relieved of any of its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.

         SECTION 6.06. Sub-Servicing Agreements Between the Master Servicer and
                       Sub-Servicers.

         (a) The Master Servicer may enter into Sub-Servicing Agreements
(provided that such agreements would not result in a withdrawal or a downgrading
by any Rating Agency of the ratings on any Class of Certificates and the NIMS
Insurer shall have consented to such Sub-Servicing Agreement) with
Sub-Servicers, for the servicing and administration of the Mortgage Loans.

         Each Sub-Servicer shall be (i) authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law to enable the
Sub-Servicer to perform its obligations hereunder and under the Sub- Servicing
Agreement, (ii) an institution approved as a mortgage loan originator by the
Federal



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Housing Administration or an institution the deposit accounts in which are
insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage
servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer
requirements conforming to the provisions set forth in Section 6.11 and provide
for servicing of the Mortgage Loans consistent with the terms of this Agreement.
The Master Servicer will examine each Sub-Servicing Agreement and will be
familiar with the terms thereof. The terms of any Sub-Servicing Agreement will
not be inconsistent with any of the provisions of this Agreement. The Master
Servicer and the Sub-Servicers may enter into and make amendments to the
Sub-Servicing Agreements or enter into different forms of Sub-Servicing
Agreements; provided, however, that any such amendments or different forms shall
be consistent with and not violate the provisions of this Agreement, and that no
such amendment or different form shall be made or entered into which could be
reasonably expected to be materially adverse to the interests of the
Certificateholders, without the consent of the Holders of Certificates entitled
to at least 66% of the Voting Rights. Any variation without the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights from the
provisions set forth in Section 6.11 relating to insurance or priority
requirements of Sub-Servicing Accounts, or credits and charges to the Sub-
Servicing Accounts or the timing and amount of remittances by the Sub-Servicers
to the Master Servicer, are conclusively deemed to be inconsistent with this
Agreement and therefore prohibited. The Master Servicer shall deliver to the
Trustee and the NIMS Insurer copies of all Sub-Servicing Agreements, and any
amendments or modifications thereof, promptly upon the Master Servicer's
execution and delivery of such instruments.

         (b) As part of its servicing activities hereunder, the Master Servicer
(except as otherwise provided in the last sentence of this paragraph), for the
benefit of the Trustee and the Certificateholders, shall enforce the obligations
of each Sub-Servicer under the related Sub-Servicing Agreement and of the Seller
under the Mortgage Loan Purchase Agreement, including, without limitation, any
obligation to make advances in respect of delinquent payments as required by a
Sub- Servicing Agreement, or to purchase a Mortgage Loan on account of missing
or defective documentation or on account of a breach of a representation,
warranty or covenant, as described in Section 2.03(a). Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement, to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loans
or (ii) from a specific recovery of costs, expenses or attorneys' fees against
the party against whom such enforcement is directed. Enforcement of the Mortgage
Loan Purchase Agreement against the Seller shall be effected by the Master
Servicer to the extent it is not the Seller, and otherwise by the Trustee, in
accordance with the foregoing provisions of this paragraph.




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         SECTION 6.07. Successor Sub-Servicers.

         The Master Servicer, with the consent of the NIMS Insurer, shall be
entitled to terminate any Sub-Servicing Agreement and the rights and obligations
of any Sub-Servicer pursuant to any Sub- Servicing Agreement in accordance with
the terms and conditions of such Sub-Servicing Agreement. In the event of
termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer
shall be assumed simultaneously by the Master Servicer without any act or deed
on the part of such Sub- Servicer or the Master Servicer, and the Master
Servicer either shall service directly the related Mortgage Loans or shall enter
into a Sub-Servicing Agreement with a successor Sub-Servicer which qualifies
under Section 6.06.

         Any Sub-Servicing Agreement shall include the provision that such
agreement may be immediately terminated by the Trustee without fee, in
accordance with the terms of this Agreement, in the event that the Master
Servicer shall, for any reason, no longer be the Master Servicer (including
termination due to a Master Servicer Event of Default).

         SECTION 6.08. Liability of the Master Servicer.

         Notwithstanding any Sub-Servicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer
or otherwise, the Master Servicer shall remain obligated and primarily liable to
the Trustee and the Certificateholders for the servicing and administering of
the Mortgage Loans in accordance with the provisions of Section 3.01 without
diminution of such obligation or liability by virtue of such Sub-Servicing
Agreements or arrangements or by virtue of indemnification from the Sub-Servicer
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Sub-Servicer for
indemnification of the Master Servicer by such Sub-Servicer and nothing
contained in this Agreement shall be deemed to limit or modify such
indemnification.

         SECTION 6.09. No Contractual Relationship Between Sub-Servicers and the
                       NIMS Insurer, the Trustee or Certificateholders.

         Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Master Servicer alone, and the NIMS Insurer, the Trustee and Certificateholders
shall not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the Sub-Servicer except as
set forth in Section 6.10. The Master Servicer shall be solely liable for all
fees owed by it to any Sub-Servicer, irrespective of whether the Master
Servicer's compensation pursuant to this Agreement is sufficient to pay such
fees.

         SECTION 6.10. Assumption or Termination of Sub-Servicing Agreements by
                       Trustee.

         In the event the Master Servicer shall for any reason no longer be the
master servicer (including termination due to a Master Servicer Event of
Default), the Trustee or its designee shall thereupon assume (or cause its
designee or the successor master servicer for the Trustee appointed



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pursuant to Section 7.02 to assume) all of the rights and obligations of the
Master Servicer under each Sub-Servicing Agreement that the Master Servicer may
have entered into, unless the Trustee elects to terminate any Sub-Servicing
Agreement in accordance with its terms as provided in Section 6.07. Upon such
assumption, the Trustee, its designee or the successor servicer for the Trustee
appointed pursuant to Section 7.02 shall be deemed, subject to Section 6.07, to
have assumed all of the Master Servicer's interest therein and to have replaced
the Master Servicer as a party to each Sub-Servicing Agreement to the same
extent as if each Sub-Servicing Agreement had been assigned to the assuming
party, except that (i) the Master Servicer shall not thereby be relieved of any
liability or obligations under any Sub-Servicing Agreement and (ii) none of the
Trustee, its designee or any successor Master Servicer shall be deemed to have
assumed any liability or obligation of the Master Servicer that arose before it
ceased to be the Master Servicer.

         The Master Servicer at its expense shall, upon request of the Trustee,
deliver to the assuming party all documents and records relating to each
Sub-Servicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by or on behalf of it, and otherwise
use its best efforts to effect the orderly and efficient transfer of the
Sub-Servicing Agreements to the assuming party.

         SECTION 6.11. Sub-Servicing Accounts.

         In those cases where a Sub-Servicer is servicing a Mortgage Loan
pursuant to a Sub- Servicing Agreement, the Sub-Servicer will be required to
establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account. The
Sub-Servicer shall deposit in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and collections on
mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Sub-Servicer's
receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer
less its servicing compensation to the extent permitted by the Sub-Servicing
Agreement, and shall thereafter deposit such amounts in the Sub-Servicing
Account, in no event more than two Business Days after the deposit of such funds
into the clearing account. The Sub- Servicer shall thereafter deposit such
proceeds in the Collection Account or remit such proceeds to the Master Servicer
for deposit in the Collection Account not later than two Business Days after the
deposit of such amounts in the Sub-Servicing Account. For purposes of this
Agreement, the Master Servicer shall be deemed to have received payments on the
Mortgage Loans when the Sub-Servicer receives such payments.



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                                   ARTICLE VII

                                     DEFAULT

         SECTION 7.01. Master Servicer Events of Default.

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

         (i) any failure by the Master Servicer to remit to the Trustee for
     distribution to the Certificateholders any payment (other than an Advance
     required to be made from its own funds on any Master Servicer Remittance
     Date pursuant to Section 4.03) required to be made under the terms of the
     Certificates and this Agreement which continues unremedied for a period of
     one Business Day after the date upon which written notice of such failure,
     requiring the same to be remedied, shall have been given to the Master
     Servicer by the Depositor or the Trustee (in which case notice shall be
     provided by telecopy), or to the Master Servicer, the Depositor and the
     Trustee by the NIMS Insurer or the Holders of Certificates entitled to at
     least 25% of the Voting Rights; or

         (ii) any failure on the part of the Master Servicer duly to observe or
     perform in any material respect any of the covenants or agreements on the
     part of the Master Servicer contained in the Certificates or in this
     Agreement (or, if the Master Servicer is the Seller, the failure of the
     Seller to repurchase a Mortgage Loan as to which a breach has been
     established that requires a repurchase pursuant to the terms of Section 7
     of the Mortgage Loan Purchase Agreement) which continues unremedied for a
     period of 45 days after the earlier of (i) the date on which written notice
     of such failure, requiring the same to be remedied, shall have been given
     to the Master Servicer by the Depositor or the Trustee, or to the Master
     Servicer, the Depositor and the Trustee by the NIMS Insurer or the Holders
     of Certificates entitled to at least 25% of the Voting Rights and (ii)
     actual knowledge of such failure by a Servicing Officer of the Master
     Servicer; or

         (iii) a decree or order of a court or agency or supervisory authority
     having jurisdiction in the premises in an involuntary case under any
     present or future federal or state bankruptcy, insolvency or similar law or
     the appointment of a conservator or receiver or liquidator in any
     insolvency, readjustment of debt, marshaling of assets and liabilities or
     similar proceeding, or for the winding-up or liquidation of its affairs,
     shall have been entered against the Master Servicer and if such proceeding
     is being contested by the Master Servicer in good faith, such decree or
     order shall have remained in force undischarged or unstayed for a period of
     60 days or results in the entry of an order for relief or any such
     adjudication or appointment; or

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

         (v) the Master 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 insolvency or reorganization



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     statute, make an assignment for the benefit of its creditors, or
     voluntarily suspend payment of its obligations; or

         (vi) any failure by the Master Servicer of the Master Servicer
     Termination Test; or

         (vii) any failure of the Master Servicer to make any Advance on any
     Master Servicer Remittance Date required to be made from its own funds
     pursuant to Section 4.03 which continues unremedied until 3:00 p.m. New
     York time on the Business Day immediately following the Master Servicer
     Remittance Date.

         If a Master Servicer Event of Default described in clauses (i) through
(vi) of this Section shall occur, then, and in each and every such case, so long
as such Master Servicer Event of Default shall not have been remedied, the
Depositor, the NIMS Insurer or the Trustee may, and at the written direction of
the Holders of Certificates entitled to at least 51% of Voting Rights, or at the
direction of the NIMS Insurer, the Trustee shall, by notice in writing to the
Master Servicer and the Depositor, terminate all of the rights and obligations
of the Master Servicer in its capacity as Master Servicer under this Agreement,
to the extent permitted by law, and in and to the Mortgage Loans and the
proceeds thereof. If a Master Servicer Event of Default described in clause
(vii) hereof shall occur, the Trustee shall, by notice in writing to the Master
Servicer and the Depositor, terminate all of the rights and obligations of the
Master Servicer in its capacity as Master Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof and the Trustee (as successor
Master Servicer) or a successor Master Servicer appointed in accordance with
Section 7.02, shall immediately make such Advance (which Advance shall be part
of Available Funds for such Distribution Date) and assume, pursuant to Section
7.02, the duties of a successor Master Servicer. On or after the receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates (other
than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall
pass to and be vested in the Trustee pursuant to and under this Section and,
without limitation, the Trustee is hereby authorized and empowered, as
attorney-in-fact or otherwise, to execute and deliver on behalf of and at the
expense of the Master Servicer, any and all documents and other instruments and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees, at its sole cost and expense, promptly
(and in any event no later than ten Business Days subsequent to such notice) to
provide the Trustee with all documents and records requested by it to enable it
to assume the Master Servicer's functions under this Agreement, and to cooperate
with the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights under this Agreement, including, without limitation,
the transfer within one Business Day to the Trustee for administration by it of
all cash amounts which at the time shall be or should have been credited by the
Master Servicer to the Collection Account held by or on behalf of the Master
Servicer, the Distribution Account or any REO Account or Servicing Account held
by or on behalf of the Master Servicer or thereafter be received with respect to
the Mortgage Loans or any REO Property serviced by the Master Servicer
(provided, however, that the Master Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the date of such termination, whether in respect of Advances or otherwise, and
shall continue to be entitled to the benefits of Section 6.03, notwithstanding
any such termination, with respect to events occurring prior to such
termination). For purposes of this Section 7.01, the Trustee shall not be deemed
to have knowledge of a Master Servicer Event of Default



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unless a Responsible Officer of the Trustee assigned to and working in the
Trustee's Corporate Trust Office has actual knowledge thereof or unless written
notice is received by the Trustee of any such event and such notice references
the Certificates, REMIC I or this Agreement.

         The Trustee shall be entitled to be reimbursed by the Master Servicer
(or by the Trust Fund if the Master Servicer is unable to fulfill its
obligations hereunder) for all costs associated with the transfer of servicing
from the predecessor servicer, including without limitation, any costs or
expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee to service the Mortgage Loans properly and
effectively.

         SECTION 7.02. Trustee to Act; Appointment of Successor.

         (a) On and after the time the Master Servicer receives a notice of
termination, the Trustee shall be the successor in all respects to the Master
Servicer in its capacity as Master 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 and arising thereafter
placed on the Master Servicer (except for any representations or warranties of
the Master Servicer under this Agreement, the responsibilities, duties and
liabilities contained in Section 2.03(c) and its obligation to deposit amounts
in respect of losses pursuant to Section 3.06) by the terms and provisions
hereof including, without limitation, the Master Servicer's obligations to make
Advances pursuant to Section 4.03; provided, however, that if the Trustee is
prohibited by law or regulation from obligating itself to make advances
regarding delinquent mortgage loans, then the Trustee shall not be obligated to
make Advances pursuant to Section 4.03; and provided further, that any failure
to perform such duties or responsibilities caused by the Master Servicer's
failure to provide information required by Section 7.01 shall not be considered
a default by the Trustee as successor to the Master Servicer hereunder;
provided, however, it is understood and acknowledged by the parties that there
will be a period of transition (not to exceed 90 days) before the servicing
transfer is fully effected. As compensation therefor, effective from and after
the time the Master Servicer receives a notice of termination or immediately
upon assumption of the obligations to make Advances, the Trustee shall be
entitled to the Servicing Fee and all funds relating to the Mortgage Loans to
which the Master Servicer would have been entitled if it had continued to act
hereunder (other than amounts which were due or would become due to the Master
Servicer prior to its termination or resignation). Notwithstanding the above and
subject to the next paragraph, the Trustee may, if it shall be unwilling to so
act, or shall, if it is unable to so act or if it is prohibited by law from
making advances regarding delinquent mortgage loans, or if the Holders of
Certificates entitled to at least 51% of the Voting Rights or the NIMS Insurer
so request in writing to the Trustee promptly appoint or petition a court of
competent jurisdiction to appoint, an established mortgage loan servicing
institution acceptable to each Rating Agency and the NIMS Insurer and having a
net worth of not less than $15,000,000 as the successor to the Master Servicer
under this Agreement in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer under this
Agreement. No appointment of a successor to the Master Servicer under this
Agreement shall be effective until the assumption by the successor of all of the
Master Servicer's responsibilities, duties and liabilities hereunder. In
connection with such appointment and assumption described herein, the Trustee
may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that



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permitted the Master Servicer as such hereunder. The Depositor, the Trustee and
such successor shall take such action, consistent with this Agreement, as shall
be necessary to effectuate any such succession. Pending appointment of a
successor to the Master Servicer under this Agreement, the Trustee shall act in
such capacity as hereinabove provided.

         Upon removal or resignation of the Master Servicer, the Trustee, with
the cooperation of the Depositor, (x) shall solicit bids for a successor Master
Servicer as described below and (y) pending the appointment of a successor
Master Servicer as a result of soliciting such bids, shall serve as Master
Servicer of the Mortgage Loans serviced by such predecessor Master Servicer. The
Trustee shall solicit, by public announcement, bids from housing and home
finance institutions, banks and mortgage servicing institutions meeting the
qualifications set forth above (including the Trustee or any affiliate thereof)
(including that such mortgage loan servicing institution be acceptable to each
Rating Agency and the NIMS Insurer). Such public announcement shall specify that
the successor Master Servicer shall be entitled to the servicing compensation
agreed upon between the Trustee, the successor Master Servicer and the
Depositor; provided, however, that no such fee shall exceed the Servicing Fee.
Within thirty days after any such public announcement, the Trustee, with the
cooperation of the Depositor, shall negotiate in good faith and effect the sale,
transfer and assignment of the servicing rights and responsibilities hereunder
to the qualified party submitting the highest satisfactory bid as to the price
they will pay to obtain such servicing. The Trustee upon receipt of the purchase
price shall pay such purchase price to the Master Servicer being so removed,
after deducting from any sum received by the Trustee from the successor to the
Master Servicer in respect of such sale, transfer and assignment all costs and
expenses of any public announcement and of any sale, transfer and assignment of
the servicing rights and responsibilities reasonably incurred hereunder. After
such deductions, the remainder of such sum shall be paid by the Trustee to the
Master Servicer at the time of such sale.

         (b) If the Master Servicer fails to remit to the Trustee for
distribution to the Certificateholders any payment required to be made under the
terms of the Certificates and this Agreement (for purposes of this Section
7.02(b), a "Remittance") because the Master Servicer is the subject of a
proceeding under the Bankruptcy Code and the making of such Remittance is
prohibited by Section 362 of the Bankruptcy Code, the Trustee shall upon notice
of such prohibition, regardless of whether it has received a notice of
termination under Section 7.01, advance the amount of such Remittance by
depositing such amount in the Distribution Account on the related Distribution
Date. The Trustee shall be obligated to make such advance only if (i) such
advance, in the good faith judgment of the Trustee can reasonably be expected to
be ultimately recoverable from Stayed Funds and (ii) the Trustee is not
prohibited by law from making such advance or obligating itself to do so. Upon
remittance of the Stayed Funds to the Trustee or the deposit thereof in the
Distribution Account by the Master Servicer, a trustee in bankruptcy or a
federal bankruptcy court, the Trustee may recover the amount so advanced,
without interest, by withdrawing such amount from the Distribution Account;
however, nothing in this Agreement shall be deemed to affect the Trustee's
rights to recover from the Master Servicer's own funds interest on the amount of
any such advance. If the Trustee at any time makes an advance under this
Subsection which it later determines in its good faith judgment will not be
ultimately recoverable from the Stayed Funds with respect to which such advance
was made, the Trustee shall be entitled to reimburse itself for such advance,
without interest, by withdrawing from the Distribution Account, out of amounts
on deposit therein, an amount equal to the portion of such advance attributable
to the Stayed Funds.




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         (c) If the Master Servicer is terminated pursuant to Section 7.01, then
the successor Master Servicer shall not be permitted to reimburse itself
directly for Advances or Servicing Advances under Section 3.05(a)(ii), Section
3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii) if the Master Servicer
has not been fully reimbursed for its Advances and Servicing Advances, but
instead the successor Master Servicer shall include such amounts in the
applicable remittance to the Trustee made pursuant to Section 3.04(g) to the
extent of amounts on deposit in the Collection Account on the related Master
Servicer Remittance Date. The Trustee is hereby authorized to pay to the
terminated Master Servicer (or the related Advancing Person in accordance with
Section 3.23) and the successor Master Servicer, as applicable, reimbursements
for Advances and Servicing Advances from the Distribution Account to the same
extent each such Master Servicer would have been permitted to reimburse itself
for such Advances and/or Servicing Advances in accordance with Section
3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii),
as the case may be. All Advances and Servicing Advances made pursuant to the
terms of this Agreement shall be deemed made and shall be reimbursed on a "first
in-first out" (FIFO) basis. At such time as the Master Servicer (or related
Advancing Person) has been reimbursed for all Advances and Servicing Advances
made by it, the successor Master Servicer shall no longer be required to remit
in accordance with the first sentence of this Section 7.02(c) and shall then be
permitted to reimburse itself directly for Advances and Servicing Advances in
accordance with Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or
Section 3.05(a)(vii).

         SECTION 7.03. Notification to Certificateholders.

         (a) Upon any termination of the Master Servicer pursuant to Section
7.01 above or any appointment of a successor to the Master Servicer pursuant to
Section 7.02 above, the Trustee shall give prompt written notice thereof to
Certificateholders and the NIMS Insurer at their respective addresses appearing
in the Certificate Register.

         (b) Not later than the later of 60 days after the occurrence of any
event, which constitutes or which, with notice or lapse of time or both, would
constitute a Master Servicer Event of Default or five days after a Responsible
Officer of the Trustee becomes aware of the occurrence of such an event, the
Trustee shall transmit by mail to the NIMS Insurer and to all Holders of
Certificates notice of each such occurrence, unless such default or Master
Servicer Event of Default shall have been cured or waived.

         SECTION 7.04. Waiver of Master Servicer Events of Default.

         The Holders representing at least 66% of the Voting Rights (with the
consent of the NIMS Insurer) evidenced by all Classes of Certificates affected
by any default or Master Servicer Event of Default hereunder may waive such
default or Master Servicer Event of Default; provided, however, that a default
or Master Servicer Event of Default under clause (i) or (vii) of Section 7.01
may be waived only by all of the Holders of the Regular Certificates (with the
consent of the NIMS Insurer). Upon any such waiver of a default or Master
Servicer Event of Default, such default or Master Servicer Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Master Servicer Event of Default or impair any right consequent thereon except
to the extent expressly so waived.



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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

         SECTION 8.01. Duties of Trustee.

         The Trustee, prior to the occurrence of a Master Servicer Event of
Default and after the curing of all Master Servicer Events of Default which may
have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. During a Master Servicer Event of
Default, the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the conduct
of such person's own affairs. Any permissive right of the Trustee enumerated in
this Agreement shall not be construed as a duty.

         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 on their face to the requirements of this Agreement. If any such
instrument is found not to conform on its face to the requirements of this
Agreement in a material manner, the Trustee shall take such action as it deems
appropriate to have the instrument corrected, and if the instrument is not
corrected to its respective satisfaction, such dissatisfied party will provide
notice thereof to the Certificateholders and the NIMS Insurer.

         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 a Master Servicer Event of Default, and
     after the curing of all such Master Servicer 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 that conform 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 or Responsible
     Officers of the Trustee unless it shall be proved that the Trustee was
     negligent in ascertaining the pertinent facts; and

         (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 direction of the NIMS Insurer or the Holders of
     Certificates entitled to at least 25% of the Voting Rights relating to the
     time, method and place of conducting any proceeding for any remedy
     available to the Trustee or exercising any trust or power conferred upon
     it, under this Agreement.




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         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 it
to perform, or be responsible for the manner of performance of, any of the
obligations of the Master 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 Master Servicer in accordance with
the terms of this Agreement.

         SECTION 8.02. Certain Matters Affecting the Trustee.

         (a) Except as otherwise provided in Section 8.01:

         (i) The Trustee may request and rely upon and shall be protected in
     acting or refraining from acting upon any resolution, Officers'
     Certificate, certificate of auditors or any other certificate, statement,
     instrument, opinion, report, notice, request, consent, order, appraisal,
     bond or other paper or document 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 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 Opinion of Counsel;

         (iii) The Trustee shall not be under any obligation to exercise any of
     the trusts 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 or the NIMS
     Insurer, pursuant to the provisions of this Agreement, unless such
     Certificateholders or the NIMS Insurer, as applicable, shall have offered
     to the Trustee security or indemnity reasonably satisfactory to it against
     the costs, expenses and liabilities which may be incurred therein or
     thereby; nothing contained herein shall, however, relieve the Trustee of
     the obligation, upon the occurrence of a Master Servicer Event of Default
     (which has not been cured or waived), 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 person would exercise or use under
     the circumstances in the conduct of such person's 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 a Master Servicer Event of Default
     hereunder and after the curing of all Master Servicer 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 document, unless requested
     in writing to do so by the NIMS Insurer or the Holders of Certificates
     entitled to at least 25% of the Voting Rights; 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



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     to the Trustee by such Certificateholders, the Trustee may require
     reasonable indemnity against such expense, or liability from such
     Certificateholders or the NIMS Insurer as a condition to taking any such
     action;

         (vi) 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; and

         (vii) The Trustee shall not be personally liable for any loss resulting
     from the investment of funds held in the Collection Account, the Escrow
     Account or the REO Account made at the direction of the Master Servicer
     pursuant to Section 3.06.

         (b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in the name of the Trustee for the
benefit of all the Holders of such Certificates, subject to the provisions of
this Agreement.

         (c) The Depositor hereby directs the Trustee to execute, deliver and
perform its obligations under the Cap Contracts on the Closing Date and
thereafter on behalf of the Holders of the Class A-1A Certificates, the Class
A-1B Certificates, the Group II Certificates and the Mezzanine Certificates. The
Seller, the Depositor, the Master Servicer and the Holders of the Class A-1A
Certificates, the Class A-1B Certificates, the Group II Certificates and the
Mezzanine Certificates by their acceptance of such Certificates, acknowledge and
agree that the Trustee shall execute, deliver and perform its obligations under
the Cap Contracts and shall do so solely in its capacity as Trustee of the Trust
Fund and not in its individual capacity.

         SECTION 8.03. The Trustee Not Liable for Certificates or Mortgage
                       Loans.

         The recitals contained herein and in the Certificates (other than the
signature of the Trustee, the authentication of the Certificate Registrar on the
Certificates, the acknowledgments of the Trustee contained in Article II and the
representations and warranties of the Trustee in Section 8.13) shall be taken as
the statements of the Depositor and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations or warranties as to the
validity or sufficiency of this Agreement (other than as specifically set forth
with respect to such party in Section 8.13) or of the Certificates (other than
the signature of the Trustee and authentication of the Certificate Registrar on
the Certificates) or of any Mortgage Loan or related document. The Trustee shall
not be accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor or the Master Servicer in respect
of the Mortgage Loans or deposited in or withdrawn from the Collection Account
by the Master Servicer, other than, subject to Section 8.01, any funds held by
or on behalf of the Trustee in accordance with Section 3.04.

         SECTION 8.04. Trustee May Own Certificates.

         The Trustee in its individual capacity or any other capacity may become
the owner or pledgee of Certificates with the same rights it would have if it
were not Trustee.




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         SECTION 8.05. Trustee's Fees and Expenses.

         (a) The Trustee shall withdraw from the Distribution Account on each
Distribution Date and pay to itself the Trustee Fee and, to the extent that the
funds therein are at any time insufficient for such purpose, the Depositor shall
pay such fees. The Trustee, or any director, officer, employee or agent of the
Trustee shall be indemnified by REMIC I and held harmless against any loss,
liability or expense (not including expenses, disbursements and advances
incurred or made by the Trustee (including the compensation and the expenses and
disbursements of its agents and counsel) in the ordinary course of the Trustee's
performance in accordance with the provisions of this Agreement) incurred by the
Trustee in connection with any claim or legal action or any pending or
threatened claim or legal action arising out of or in connection with the
acceptance or administration of its obligations and duties under this Agreement
(up to a limit of $600,000 per calendar year so long as any notes issued
pursuant to the Indenture are insured by a NIMS Insurer), other than any loss,
liability or expense (i) resulting from a breach of the Master Servicer's
obligations and duties under this Agreement and the Mortgage Loans (for which
the Master Servicer shall indemnify pursuant to Section 8.05(b)), (ii) that
constitutes a specific liability of the Trustee pursuant to Section 10.01(c) or
(iii) any loss, liability or expense incurred by reason of its willful
misfeasance, bad faith or negligence in the performance of its duties hereunder
or by reason of reckless disregard of its obligations and duties hereunder or as
a result of a breach of its obligations under Article X hereof. Any amounts
payable to the Trustee, or any director, officer, employee or agent of the
Trustee in respect of the indemnification provided by this paragraph (a), or
pursuant to any other right of reimbursement from the Trust Fund that the
Trustee, or any director, officer, employee or agent of the Trustee may have
hereunder in its capacity as such, may be withdrawn by the Trustee from the
Distribution Account at any time.

         (b) The Master Servicer agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense resulting from a breach of
the Master Servicer's obligations and duties under this Agreement. Such
indemnity shall survive the termination or discharge of this Agreement and the
resignation or removal of the Trustee. Any payment hereunder made by the Master
Servicer to the Trustee shall be from the Master Servicer's own funds, without
reimbursement from the Trust Fund therefor.

         (c) The Master Servicer shall pay any annual rating agency fees of the
Rating Agencies for ongoing surveillance from its own funds without right of
reimbursement.

         SECTION 8.06. Eligibility Requirements for Trustee.

         The Trustee hereunder shall at all times be a corporation or an
association (other than the Depositor, the Seller, the Master Servicer or any
Affiliate of the foregoing) organized and doing business under the laws of any
state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority. If such corporation or association publishes reports of conditions at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation or association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
conditions so published. In case at any time the



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Trustee shall cease to be eligible in accordance with the provisions of this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.07.

         SECTION 8.07. Resignation and Removal of the Trustee.

         The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice thereof to the Depositor, the NIMS
Insurer, the Master Servicer and the Certificateholders. Upon receiving such
notice of resignation of the Trustee, the Depositor shall promptly appoint a
successor trustee acceptable to the NIMS Insurer by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee and to
the successor trustee. A copy of such instrument shall be delivered to the
Certificateholders, the Trustee and the Master Servicer by the Depositor. If no
successor trustee shall have been so appointed and have accepted appointment
within 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 8.06 and shall fail to resign after written
request therefor by the Depositor or the NIMS Insurer, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its respective property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its respective property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor or the NIMS Insurer may remove
the Trustee and appoint a successor trustee acceptable to the NIMS Insurer by
written instrument, in duplicate, which instrument shall be delivered to the
Trustee so removed and to the successor trustee. A copy of such instrument shall
be delivered to the Certificateholders and the Master Servicer by the Depositor.

         The Holders of Certificates entitled to at least 51% of the Voting
Rights (or the NIMS Insurer upon failure of the Trustee to perform its
obligations hereunder) may at any time remove the Trustee and appoint a
successor trustee acceptable to the NIMS Insurer by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Trustee so removed and one complete set to
the successor so appointed. A copy of such instrument shall be delivered to the
Certificateholders and the Master Servicer by the Depositor.

         Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

         SECTION 8.08. Successor Trustee.

         Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the NIMS Insurer 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 the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements, as well as all
moneys,



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held by it hereunder (other than any Mortgage Files at the time held by a
Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Depositor and the predecessor trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in the successor trustee all
such rights, powers, duties and obligations.

         No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06 and the appointment of such
successor trustee shall not result in a downgrading of any Class of Certificates
by each Rating Agency, as evidenced by a letter from each Rating Agency.

         Upon acceptance of appointment by a successor trustee as provided in
this Section, the Depositor shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Depositor fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.

         SECTION 8.09. Merger or Consolidation of Trustee.

         Any corporation or association into which the Trustee may be merged or
converted or with which it may be consolidated or any corporation or association
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation or association succeeding to the business
of the Trustee shall be the successor of the Trustee hereunder, provided such
corporation or association shall be eligible under the provisions of Section
8.06, 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.

         SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

         Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of REMIC I or property securing the same may at the time be located, the Master
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 and the NIMS Insurer to act as co-trustee or co-trustees, jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of
REMIC I, and to vest in such Person or Persons, in such capacity, such title to
REMIC I, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Master
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
Master Servicer and the NIMS Insurer. If the Master Servicer and the NIMS
Insurer shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, or in case a Master Servicer Event of
Default shall have occurred and be continuing, the Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 8.06 hereunder and no notice to the Holders of Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.




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         In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to the Master 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
REMIC I or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
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 VIII. Each separate trustee and co-trustee, upon its acceptance
of the trust 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
Depositor, the Master Servicer and the NIMS Insurer.

         Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co- trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

         SECTION 8.11. Appointment of Custodians.

         The Trustee may, with the consent of the Depositor and the Master
Servicer 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. The
appointment of any Custodian may at any time be terminated and a substitute
Custodian appointed therefor upon the reasonable request of the Master Servicer
to the Trustee, the consent to which shall not be unreasonably withheld. The
Trustee shall pay any and all fees and expenses of any Custodian in accordance
with each Custodial Agreement (provided that if expenses of the kind that would
be reimbursable to the Trustee pursuant to Section 8.05 if incurred by the
Trustee are incurred by the Custodian, the Trustee shall be entitled to
reimbursement under Section 8.05 for such kind of expenses to the extent the
Trustee has paid such expenses on behalf of the Custodian or for which the
Trustee has reimbursed the Custodian). The Trustee initially appoints the
Custodian as Custodian, and the Depositor and the Master Servicer consent to
such appointment. Subject to Article VIII hereof, the Trustee agrees to comply
with the terms of each Custodial Agreement and to enforce the terms and
provisions thereof against the Custodian for the benefit of the
Certificateholders having an interest in any Mortgage File held by such
Custodian. Each Custodian shall be a depository institution or trust company
subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Mortgage File. Each Custodial



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Agreement may be amended only as provided in Section 11.01. In no event shall
the appointment of any Custodian pursuant to a Custodial Agreement diminish the
obligations of the Trustee hereunder.

         SECTION 8.12. Appointment of Office or Agency.

         The Trustee will designate an office or agency in the City of New York
where the Certificates may be surrendered for registration of transfer or
exchange, and presented for final distribution, and where notices and demands to
or upon the Trustee in respect of the Certificates and this Agreement may be
delivered. As of the Closing Date, the Trustee designates the office of its
agent located c/o DTC Transfer Agent Services, 55 Water Street, Jeanette Park
Entrance, New York, New York 10041 for such purposes.

         SECTION 8.13. Representations and Warranties of the Trustee.

         The Trustee hereby represents and warrants, to the Master Servicer and
the Depositor, as of the Closing Date, that:

         (i) It is a national banking association duly organized, validly
     existing and in good standing under the laws of the United States.

         (ii) The execution and delivery of this Agreement by it, and the
     performance and compliance with the terms of this Agreement by it, will not
     violate its charter or bylaws 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 of, any material agreement or other instrument to
     which it is a party or which is applicable to it or any of its assets.

         (iii) It has the full power and authority to enter into and consummate
     all transactions contemplated by this Agreement, has duly authorized the
     execution, delivery and performance of this Agreement, and has duly
     executed and delivered this Agreement.

         (iv) This Agreement, assuming due authorization, execution and delivery
     by the other parties hereto, constitutes a valid, legal and binding
     obligation of it, enforceable against it in accordance with the terms
     hereof, subject to (A) applicable bankruptcy, insolvency, receivership,
     reorganization, moratorium and other laws affecting the enforcement of
     creditors' rights generally, and (B) general principles of equity,
     regardless of whether such enforcement is considered in a proceeding in
     equity or at law.

         (v) It is not in violation of, and its execution and delivery of this
     Agreement and its performance and compliance with the terms of this
     Agreement will not constitute a violation of, any law, any order or decree
     of any court or arbiter, or any order, regulation or demand of any federal,
     state or local governmental or regulatory authority, which violation, in
     its good faith and reasonable judgment, is likely to affect materially and
     adversely either the ability of it to perform its obligations under this
     Agreement or its financial condition.

         (vi) No litigation is pending or, to the best knowledge, threatened
     against it which would prohibit it from entering into this Agreement or, in
     its good faith reasonable judgment, is likely



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     to materially and adversely affect either its ability to perform its
     obligations under this Agreement or its financial condition.





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                                   ARTICLE IX

                                   TERMINATION

         SECTION 9.01 Termination Upon Repurchase or Liquidation of All Mortgage
                      Loans.

         (a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer and
the Trustee (other than the obligations of the Master Servicer to the Trustee
pursuant to Section 8.05 and of the Master Servicer to provide for and the
Trustee to make payments in respect of the REMIC I Regular Interests, the REMIC
II Regular Interests or the Classes of Certificates as hereinafter set forth)
shall terminate upon payment to the Certificateholders and the deposit of all
amounts held by or on behalf of the Trustee and required hereunder to be so paid
or deposited on the Distribution Date coinciding with or following the earlier
to occur of (i) the purchase by the Terminator (as defined below) of all
Mortgage Loans and each REO Property remaining in REMIC I and (ii) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in REMIC I; provided, however, that in
no event shall the trust created hereby continue beyond the expiration of 21
years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof. The purchase by the Terminator of all Mortgage Loans
and each REO Property remaining in REMIC I shall be at a price (the "Termination
Price") equal to greater of (A) the aggregate fair market value of all of the
assets of REMIC I and (B) the sum of the Stated Principal Balance of the
Mortgage Loans (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and the appraised fair market value of the REO Properties plus accrued
interest through the end of the calendar month preceding the month of the final
Distribution Date and any unreimbursed Advances and Servicing Advances (in the
case of fair market values required to be determined under (A) or (B) above, as
determined by the Terminator, the Trustee and, if the Terminator is not the NIMS
Insurer, the NIMS Insurer, as of the close of business on the third Business Day
next preceding the date upon which notice of any such termination is furnished
to Certificateholders pursuant to the third paragraph of this Section 9.01);
provided, however, such option may only be exercised if the Termination Price is
sufficient to pay all interest accrued on, as well as amounts necessary to
retire the note balance of, each class of notes issued pursuant to the Indenture
and any amounts owed to the NIMS Insurer at the time the option is exercised.

         (b) The Master Servicer (or if the Master Servicer fails to exercise
such right, the NIMS Insurer) shall have the right (the party exercising such
right, the "Terminator"), to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I pursuant to clause (i) of the preceding paragraph
no later than the Determination Date in the month immediately preceding the
Distribution Date on which the Certificates will be retired; provided, however,
that the Terminator may elect to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I pursuant to clause (i) above only (A) if the
aggregate Stated Principal Balance of the Mortgage Loans and each REO Property
remaining in the Trust Fund at the time of such election is less than 10% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
and (B) if the Terminator is the Master Servicer and is an affiliate of the
Seller, the Master Servicer shall have delivered to the Trustee and the NIMS
Insurer a written certification that the burdens of servicing the Mortgage Loans
and REO Properties remaining in REMIC I exceed the benefits of the Servicing



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Fees that would be realized by the Master Servicer if it continued to service
such assets on behalf of the Trust Fund. By acceptance of the Residual
Certificates, the Holders of the Residual Certificates agree, in connection with
any termination hereunder, to pledge any amounts in excess of par, and to the
extent received in respect of such termination, to pay any such amounts to the
Holders of the Class CE Certificates.

         (c) Notice of the liquidation of the REMIC I Regular Interests shall be
given promptly by the Trustee by letter to Certificateholders mailed (a) in the
event such notice is given in connection with the purchase of the Mortgage Loans
and each REO Property by the Terminator, not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of the final
distribution on the Certificates or (b) otherwise during the month of such final
distribution on or before the Determination Date in such month, in each case
specifying (i) the Distribution Date upon which the Trust Fund will terminate
and final payment in respect of the REMIC I Regular Interests, the REMIC II
Regular Interests and the Certificates will be made upon presentation and
surrender of the related Certificates at the office of the Trustee therein
designated, (ii) the amount of any such final payment, (iii) that no interest
shall accrue in respect of the REMIC I Regular Interests, the REMIC II Regular
Interests or the Certificates from and after the Interest Accrual Period
relating to the final Distribution Date therefor and (iv) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the office of
the Trustee. The Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. In the event such notice is
given in connection with the purchase of all of the Mortgage Loans and each REO
Property remaining in REMIC I by the Terminator, the Terminator shall deliver to
the Trustee for deposit in the Distribution Account not later than the last
Business Day preceding the final Distribution Date on the Certificates an amount
in immediately available funds equal to the above-described purchase price. Upon
certification to the Trustee by a Servicing Officer of the making of such final
deposit, the Trustee shall promptly release or cause to be released to the
Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee
shall execute all assignments, endorsements and other instruments necessary to
effectuate such transfer.

         (d) Upon presentation of the Certificates by the Certificateholders on
the final Distribution Date, the Trustee shall distribute to each
Certificateholder so presenting and surrendering its Certificates the amount
otherwise distributable on such Distribution Date in accordance with Section
4.01 in respect of the Certificates so presented and surrendered. Any funds not
distributed to any Holder or Holders of Certificates being retired on such
Distribution Date because of the failure of such Holder or Holders to tender
their Certificates shall, on such date, be set aside and held in trust by the
Trustee and credited to the account of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been given pursuant to this
Section 9.01 shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Trustee shall mail a second notice
to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Trustee
shall, directly or through an agent, mail a final notice to remaining related
non-tendering Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the funds in trust and of contacting such
Certificateholders shall be paid out of the assets remaining in the trust funds.
If within one year after the final notice any such Certificates shall not have
been surrendered for cancellation, the Trustee shall pay to the



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Representative all such amounts, and all rights of non-tendering
Certificateholders in or to such amounts shall thereupon cease. No interest
shall accrue or be payable to any Certificateholder on any amount held in trust
by the Trustee as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 9.01.

         Immediately following the deposit of funds in trust hereunder in
respect of the Certificates, the Trust Fund shall terminate.

         SECTION 9.02 Additional Termination Requirements.

         (a) In the event that the Terminator purchases all the Mortgage Loans
and each REO Property or the final payment on or other liquidation of the last
Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01, the
Trust Fund shall be terminated in accordance with the following additional
requirements:

         (i) The Trustee shall specify the first day in the 90-day liquidation
     period in a statement attached to each Trust REMIC's final Tax Return
     pursuant to Treasury regulation Section 1.860F-1 and shall satisfy all
     requirements of a qualified liquidation under Section 860F of the Code and
     any regulations thereunder, as evidenced by an Opinion of Counsel obtained
     at the expense of the Terminator;

         (ii) During such 90-day liquidation period, and at or prior to the time
     of making of the final payment on the Certificates, the Trustee shall sell
     all of the assets of REMIC I to the Terminator 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, to the Holders of the Residual Certificates all
     cash on hand in the Trust Fund (other than cash retained to meet claims),
     and the Trust Fund shall terminate at that time.

         (b) At the expense of the applicable Terminator (or in the event of
termination under Section 9.01(a)(ii), at the expense of the Trustee), the
Trustee shall prepare or cause to be prepared the documentation required in
connection with the adoption of a plan of liquidation of each Trust REMIC
pursuant to this Section 9.02.

         (c) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Trustee to specify the 90-day liquidation period for each
Trust REMIC which authorization shall be binding upon all successor
Certificateholders.



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                                    ARTICLE X

                                REMIC PROVISIONS

         SECTION 10.01. REMIC Administration.

         (a) The Trustee shall elect to treat each Trust REMIC as a REMIC under
the Code and, if necessary, under applicable state law. Each such election will
be made by the Trustee on Form 1066 or other appropriate federal tax or
information return or any appropriate state return for the taxable year ending
on the last day of the calendar year in which the Certificates are issued. For
the purposes of the REMIC election in respect of REMIC I, (i) the REMIC I
Regular Interests shall be designated as the Regular Interests in REMIC I and
(ii) the Class R-I Interest shall be designated as the Residual Interest in
REMIC I. The Class A Certificates, the Mezzanine Certificates, the Class CE
Interest and the Class P Interest shall be designated as the Regular Interests
in REMIC II and the Class R-II Interest shall be designated as the Residual
Interest in REMIC II. The Class CE Certificates shall be designated as the
Regular Interests in REMIC III and the Class R-III Interest shall be designated
as the Residual Interest in REMIC III. The Class P Certificates shall be
designated as the Regular Interest in REMIC IV and the Class R-IV Interest shall
be designated as the Residual Interests in REMIC IV. The Trustee shall not
permit the creation of any "interests" in any Trust REMIC (within the meaning of
Section 860G of the Code) other than the REMIC I Regular Interests, the Class CE
Interest, the Class P Interest and the interests represented by the
Certificates.

         (b) The Closing Date is hereby designated as the "Startup Day" of each
Trust REMIC within the meaning of Section 860G(a)(9) of the Code.

         (c) The Trustee shall pay out of its own funds, without any right of
reimbursement, any and all expenses relating to any tax audit of the Trust Fund
caused by the Trustee (including, but not limited to, any professional fees or
any administrative or judicial proceedings with respect to any Trust REMIC that
involve the Internal Revenue Service or state tax authorities), other than the
expense of obtaining any tax related Opinion of Counsel except as specified
herein. The Trustee, as agent for each Trust REMIC's tax matters person, shall
(i) act on behalf of the Trust Fund in relation to any tax matter or controversy
involving any Trust REMIC and (ii) represent the Trust Fund in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority with respect thereto. The Holder of the largest
Percentage Interest of each Class of Residual Certificates shall be designated,
in the manner provided under Treasury regulations section 1.860F-4(d) and
Treasury regulations section 301.6231(a)(7)-1, as the tax matters person of the
related REMIC created hereunder. By their acceptance thereof, the Holder of the
largest Percentage Interest of the Residual Certificates hereby agrees to
irrevocably appoint the Trustee or an Affiliate as its agent to perform all of
the duties of the tax matters person for the Trust Fund.

         (d) The Trustee shall prepare, sign and file all of the Tax Returns in
respect of each REMIC created hereunder. The expenses of preparing and filing
such returns shall be borne by the Trustee without any right of reimbursement
therefor. The Master Servicer shall provide on a timely basis to the Trustee or
its designee such information with respect to the assets of the Trust Fund as



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is in its possession and reasonably required by the Trustee to enable it to
perform its obligations under this Article.

         (e) The Trustee shall perform on behalf of each Trust REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC under the Code, the REMIC Provisions or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, as required by the Code, the REMIC Provisions or other such
compliance guidance, the Trustee shall provide (i) to any Transferor of a
Residual Certificate such information as is necessary for the application of any
tax relating to the transfer of a Residual Certificate to any Person who is not
a Permitted Transferee, (ii) to the Certificateholders such information or
reports as are required by the Code or the REMIC Provisions including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption as required) and (iii) to the Internal Revenue
Service the name, title, address and telephone number of the person who will
serve as the representative of each Trust REMIC. The Master Servicer shall
provide on a timely basis to the Trustee such information with respect to the
assets of the Trust Fund, including, without limitation, the Mortgage Loans, as
is in its possession and reasonably required by the Trustee to enable each of
them to perform their respective obligations under this subsection. In addition,
the Depositor shall provide or cause to be provided to the Trustee, within ten
(10) days after the Closing Date, all information or data that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
issue prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flow of the Certificates.

         (f) The Trustee shall take such action and shall cause each REMIC
created hereunder to take such action as shall be necessary to create or
maintain the status thereof as a REMIC under the REMIC Provisions (and the
Master Servicer shall assist it, to the extent reasonably requested by it). The
Trustee shall not take any action, cause the Trust Fund to take any action or
fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of any Trust REMIC as a REMIC or (ii) result in the imposition of a tax
upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Trustee and the NIMS Insurer have
received an Opinion of Counsel, addressed to the Trustee (at the expense of the
party seeking to take such action but in no event at the expense of the Trustee)
to the effect that the contemplated action will not, with respect to any Trust
REMIC, endanger such status or result in the imposition of such a tax, nor shall
the Master Servicer take or fail to take any action (whether or not authorized
hereunder) as to which the Trustee and the NIMS Insurer has advised it in
writing that it has received an Opinion of Counsel to the effect that an Adverse
REMIC Event could occur with respect to such action. In addition, prior to
taking any action with respect to any Trust REMIC or the respective assets of
each, or causing any Trust REMIC to take any action, which is not contemplated
under the terms of this Agreement, the Master Servicer will consult with the
Trustee, the NIMS Insurer or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to any
Trust REMIC, and the Master Servicer shall not take any such action or cause any
Trust REMIC to take any such action as to which the Trustee or the NIMS Insurer
has advised it in writing that an Adverse REMIC Event could occur. The Trustee
or the NIMS Insurer may consult with counsel to make such written advice, and
the cost of same shall be borne by the party seeking to take the action not
permitted by this Agreement, but in



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no event shall such cost be an expense of the Trustee. At all times as may be
required by the Code, the Master Servicer (in its capacity as Seller) on behalf
of the Trustee will ensure that substantially all of the assets of any Trust
REMIC will consist of "qualified mortgages" as defined in Section 860G(a)(3) of
the Code and "permitted investments" as defined in Section 860G(a)(5) of the
Code.

         (g) In the event that any tax is imposed on "prohibited transactions"
of any Trust REMIC created hereunder as defined in Section 860F(a)(2) of the
Code, on the "net income from foreclosure property" of such REMIC as defined in
Section 860G(c) of the Code, on any contributions to any such REMIC after the
Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax
is imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Trustee pursuant to Section 10.03 hereof,
if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X, (ii) to the Master Servicer pursuant to
Section 10.03 hereof, if such tax arises out of or results from a breach by the
Master Servicer of any of its obligations under Article III or this Article X,
or otherwise (iii) against amounts on deposit in the Distribution Account and
shall be paid by withdrawal therefrom.

         (h) On or before April 15th of each calendar year, commencing April 15,
2005, the Trustee shall deliver to the Master Servicer, the NIMS Insurer and
each Rating Agency a Certificate from a Responsible Officer of the Trustee
stating, without regard to any action taken by any party other than the Trustee,
the Trustee's compliance with this Article X.

         (i) The Trustee shall, for federal income tax purposes, maintain books
and records with respect to each Trust REMIC on a calendar year and on an
accrual basis. The Trustee will apply for an Employer Identification Number for
the Trust Fund from the Internal Revenue Service via a Form SS-4 or such other
form as is appropriate.

         (j) Following the Startup Day, the Trustee shall not accept any
contributions of assets to any Trust REMIC other than in connection with any
Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03
unless it shall have received an Opinion of Counsel to the effect that the
inclusion of such assets in the Trust Fund will not cause the related REMIC to
fail to qualify as a REMIC at any time that any Certificates are outstanding or
subject such REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.

         (k) Neither the Trustee nor the Master Servicer shall enter into any
arrangement by which any Trust REMIC will receive a fee or other compensation
for services nor permit any such REMIC to receive any income from assets other
than the Mortgage Pool which are deemed to constitute "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.

         SECTION 10.02. Prohibited Transactions and Activities.

         None of the Depositor, the Master Servicer or the Trustee shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection
with (i) the foreclosure of a Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination of REMIC I
pursuant to Article IX of this Agreement, (iv) a substitution pursuant to
Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to
Article II or III of this Agreement), nor acquire any assets for any



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Trust REMIC (other than REO Property acquired in respect of a defaulted Mortgage
Loan), nor sell or dispose of any investments in the Collection Account or the
Distribution Account for gain, nor accept any contributions to any Trust REMIC
after the Closing Date (other than a Qualified Substitute Mortgage Loan
delivered in accordance with Section 2.03), unless it has received an Opinion of
Counsel, addressed to the Trustee and the NIMS Insurer (at the expense of the
party seeking to cause such sale, disposition, substitution, acquisition or
contribution but in no event at the expense of the Trustee) that such sale,
disposition, substitution, acquisition or contribution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC
to be subject to a tax on "prohibited transactions" or "contributions" pursuant
to the REMIC Provisions.

         SECTION 10.03. Master Servicer and Trustee Indemnification.

         (a) The Trustee agrees to indemnify the Trust Fund, the NIMS Insurer,
the Depositor and the Master Servicer for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Depositor or the Master Servicer, caused solely by the Trustee's
failure to act in accordance with its standard of care set forth in this Article
X or any state, local or franchise taxes imposed upon the Trust as a result of
the location of the Trustee.

         (b) The Master Servicer agrees to indemnify the Trust Fund, the NIMS
Insurer, the Depositor and the Trustee for any taxes and costs including,
without limitation, any reasonable attorneys' fees imposed on or incurred by the
Trust Fund, the Depositor or the Trustee, as a result of a breach of the Master
Servicer's covenants set forth in Article III or this Article X or any state,
local or franchise taxes imposed upon the Trust as a result of the location of
the Master Servicer or any subservicer.



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                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.01. Amendment.

          This Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Trustee and, if applicable, the
Custodian with the consent of the NIMS Insurer and without the consent of any of
the Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct,
modify or supplement any provisions herein (including to give effect to the
expectations of Certificateholders), or in any Custodial Agreement, or (iii) to
make any other provisions with respect to matters or questions arising under
this Agreement or in any Custodial Agreement which shall not be inconsistent
with the provisions of this Agreement or such Custodial Agreement, provided that
such action shall not adversely affect in any material respect the interests of
any Certificateholder, as evidenced by either (i) an Opinion of Counsel
delivered to the Master Servicer and the Trustee to such effect or (ii)
confirmation from the Rating Agencies that such amendment will not result in the
reduction or withdrawal of the rating of any outstanding Class of Certificates.
No amendment shall be deemed to adversely affect in any material respect the
interests of any Certificateholder who shall have consented thereto, and no
Opinion of Counsel shall be required to address the effect of any such amendment
on any such consenting Certificateholder.

          This Agreement or any Custodial Agreement may also be amended from
time to time by the Depositor, the Master Servicer, the NIMS Insurer and the
Trustee with the consent of the NIMS Insurer and the Holders of Certificates
entitled to at least 66% of the Voting Rights for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or any Custodial Agreement or of modifying in any manner the
rights of the Holders of Certificates; provided, however, that no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates (as evidenced by either (i) an Opinion of Counsel
delivered to the Trustee or (ii) written notice to the Depositor, the Master
Servicer and the Trustee from the Rating Agencies that such action will not
result in the reduction or withdrawal of the rating of any outstanding Class of
Certificates with respect to which it is a Rating Agency) in a manner other than
as described in (i), or (iii) modify the consents required by the immediately
preceding clauses (i) and (ii) without the consent of the Holders of all
Certificates then outstanding. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 11.01, Certificates registered in the name of the Depositor or the
Master Servicer or any Affiliate thereof shall be entitled to Voting Rights with
respect to matters affecting such Certificates.

         Notwithstanding any contrary provision of this Agreement, neither the
Trustee nor the NIMS Insurer shall consent to any amendment to this Agreement
unless it shall have first received an Opinion of Counsel satisfactory to the
NIMS Insurer to the effect that such amendment will not result in the imposition
of any tax on any Trust REMIC pursuant to the REMIC Provisions or cause any
Trust REMIC to fail to qualify as a REMIC at any time that any Certificates are
outstanding.




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         Notwithstanding any of the other provisions of this Section 11.01, none
of the Depositor, the Master Servicer or the Trustee shall enter into any
amendment of this Agreement that would significantly change the permitted
activities of the Trust Fund without the consent of the NIMS Insurer and the
Holders of Certificates that represent more than 50.00% of the aggregate
Certificate Principal Balance of all Certificates.

         Promptly after the execution of any such amendment the Trustee shall
furnish a copy of such amendment to each Certificateholder.

         It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

         The cost of any Opinion of Counsel to be delivered pursuant to this
Section 11.01 shall be borne by the Person seeking the related amendment, but in
no event shall such Opinion of Counsel be an expense of the Trustee.

         The Trustee may, but shall not be obligated to enter into any amendment
pursuant to this Section that affects its respective rights, duties and
immunities under this Agreement or otherwise.

         SECTION 11.02. Recordation of Agreement; Counterparts.

         To the extent permitted by applicable law, 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
Master Servicer at the expense of the Certificateholders, but only upon
direction of the Trustee accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

         For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

         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 Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, 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 expressly
provided for herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of any



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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 of any provision 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 (i) such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and (ii) the Holders of
Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding in
the name of the Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 15 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 is
understood and intended, and 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 whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such 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, 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 and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws excluding the choice
of laws provisions therein.

         SECTION 11.05. Notices.

         All directions, demands, requests, authorizations and notices hereunder
shall be in writing and shall be deemed to have been duly given when received if
personally delivered at or mailed by first class mail, postage prepaid, or by
express delivery service, facsimile, electronic mail or delivered in any other
manner specified herein, to (a) in the case of the Depositor, 1100 Town &
Country Road, Suite 1100, Orange, California 92868, Attention: Capital Markets
(telecopy number: (714) 245-0198), or such other address or telecopy number as
may hereafter be furnished to the Master Servicer, the NIMS Insurer and the
Trustee in writing by the Depositor, (b) in the case of the Master Servicer,
1100 Town & Country Road, 11th Floor, Orange, California 92868, Attention:
General Counsel (telecopy number: (714) 564-9639), or such other address or
telecopy number as may hereafter be furnished to the Trustee, the NIMS Insurer
and the Depositor in writing by the Master Servicer, (c) in the case of the
Trustee, Deutsche Bank National Trust Company, 1761 East St. Andrew Place, Santa
Ana, California 92705-4934, Attention: Trust Administration-AQ04R5 (telecopy
number: (714) 247-6009), or such other address or telecopy number as may
hereafter be furnished to the Master Servicer, the NIMS Insurer and the
Depositor in writing by the Trustee and (d) in the case of the NIMS Insurer,
such address furnished to the Depositor, the Master Servicer and



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the Trustee in writing by the NIMS Insurer. Any notice required or permitted to
be given 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 when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.

         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. Notice to Rating Agencies and the NIMS Insurer.

         The Trustee shall use its best efforts promptly to provide notice to
the Rating Agencies and the NIMS Insurer with respect to each of the following
of which it has actual knowledge:

         1. Any material change or amendment to this Agreement;

         2. The occurrence of any Master Servicer Event of Default that has not
     been cured or waived;

         3. The resignation or termination of the Master Servicer or the
     Trustee;

         4. The repurchase or substitution of Mortgage Loans pursuant to or as
     contemplated by Section 2.03;

         5. The final payment to the Holders of any Class of Certificates;

         6. Any change in the location of the Collection Account or the
     Distribution Account;

         7. Any event that would result in the inability of the Trustee, were it
     to succeed as Master Servicer, to make advances regarding delinquent
     Mortgage Loans; and

         8. The filing of any claim under the Master Servicer's blanket bond and
     errors and omissions insurance policy required by Section 3.09 or the
     cancellation or material modification of coverage under any such
     instrument.

         In addition, the Trustee shall promptly furnish to each Rating Agency
and the NIMS Insurer copies of each report to Certificateholders described in
Section 4.02 and the Master Servicer, as required pursuant to Section 3.19 and
Section 3.20, shall promptly furnish to each Rating Agency copies of the
following:

         1. Each annual statement as to compliance described in Section 3.19;
     and



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         2. Each annual independent public accountants' servicing report
     described in Section 3.20.

         Any such notice pursuant to this Section 11.07 shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
first class mail, postage prepaid, or by express delivery service to Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007, to Fitch
Ratings, One State Street Plaza, New York, New York 10004 and to Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, New York, New York 10041, or such other addresses as the Rating Agencies
may designate in writing to the parties hereto.

         SECTION 11.08. Article and Section References.

         All article and section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.

         SECTION 11.09. Grant of Security Interest.

         It is the express intent of the parties hereto that the conveyance of
the Mortgage Loans by the Depositor to the Trustee be, and be construed as, a
sale of the Mortgage Loans by the Depositor and not a pledge of the Mortgage
Loans by the Depositor to secure a debt or other obligation of the Depositor or
the Seller. However, in the event that, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the
Depositor or the Seller, then, (a) it is the express intent of the parties that
such conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
Trustee to secure a debt or other obligation of the Depositor or the Seller and
(b)(1) this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect from
time to time in the State of New York; (2) the conveyance provided for in
Section 2.01 hereof shall be deemed to be a grant by the Seller and the
Depositor to the Trustee of a security interest in all of the Seller's and the
Depositor's right, title and interest in and to the Mortgage Loans and all
amounts payable to the Holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, including
without limitation all amounts, other than investment earnings, from time to
time held or invested in the Collection Account and the Distribution Account,
whether in the form of cash, instruments, securities or other property; (3) the
obligations secured by such security agreement shall be deemed to be all of the
Depositor's obligations under this Agreement, including the obligation to
provide to the Certificateholders the benefits of this Agreement relating to the
Mortgage Loans and the Trust Fund; and (4) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under
applicable law. Accordingly, the Depositor hereby grants to the Trustee a
security interest in the Mortgage Loans and all other property described in
clause (2) of the preceding sentence, for the purpose of securing to the Trustee
the performance by the Depositor of the obligations described in clause (3) of
the preceding sentence. Notwithstanding the foregoing, the parties hereto intend
the conveyance pursuant to Section 2.01 and the transfer pursuant to the
Mortgage Loan Purchase Agreement to be



                                      151
<PAGE>



a true, absolute and unconditional sale of the Mortgage Loans and assets
constituting the Trust Fund by the Depositor to the Trustee.

         SECTION 11.10 Third Party Rights.

         The NIMS Insurer shall be deemed a third-party beneficiary of this
Agreement to the same extent as if it were a party hereto, and shall have the
right to enforce the provisions of this Agreement.




                                      152
<PAGE>



         IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, in each case as of the day and year first above
written.


                               AMERIQUEST MORTGAGE SECURITIES INC.,
                               as Depositor


                               By:     /s/ John P. Grazer
                                  ---------------------------------------------
                               Name:   John P. Grazer
                               Title:  CFO



                               AMERIQUEST MORTGAGE COMPANY,
                               as Master Servicer


                               By:      /s/ John P. Grazer
                                  ---------------------------------------------
                               Name:   John P. Grazer
                               Title:  EVP


                                  DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                    as Trustee


                               By:     /s/ Ronaldo Reyes
                                  ---------------------------------------------
                               Name:   Ronaldo Reyes
                               Title:  Assistant Vice President

                               By:     /s/ Valerie Delgado
                                  ---------------------------------------------
                               Name:   Valerie Delgado
                               Title:  Associate





<PAGE>




STATE OF CALIFORNIA            )
                               ) ss.:
COUNTY OF ORANGE               )

         On the ___ day of _________2004, before me, a notary public in and for
said State, personally appeared ____________, known to me to be an
________________ of Ameriquest Mortgage Securities Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.




                                       ________________________________________
                                                      Notary Public

[Notarial Seal]




                                      154
<PAGE>



STATE OF CALIFORNIA            )
                               ) ss.:
COUNTY OF ORANGE               )


         On the __th day of _________ 2004, before me, a notary public in and
for said State, personally appeared __________________, known to me to be a
_________________ of Ameriquest Mortgage Company, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.




                                       ________________________________________
                                                      Notary Public

[Notarial Seal]




<PAGE>



STATE OF CALIFORNIA          )
                             ) ss.:
COUNTY OF                    )



         On the ___ day of _________ 2004, before me, a notary public in and for
said State, personally appeared _________________, known to me to be an
____________________ of Deutsche Bank National Trust Company, one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such entity executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.




                                       ________________________________________
                                                      Notary Public

[Notarial Seal]




<PAGE>


                                   EXHIBIT A-1

                         FORM OF CLASS A-1A CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").




Series 2004-R5, Class A-1A                 Aggregate Certificate Principal
                                           Balance of the Class A-1A
                                           Certificates as of the Issue Date:
Pass-Through Rate: Variable                $619,000,000.00

Date of Pooling and Servicing Agreement    Denomination: $619,000,000.00
and Cut-off Date: June 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: July 26, 2004     Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004

                                           CUSIP: 03072S RS 6


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.






                                      A-1-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-1A Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-1A Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1A Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such


                                      A-1-2

<PAGE>



Distribution Date and (y) the Net WAC Pass-Through Rate for such Distribution
Date. For any Distribution Date and this Certificate, the Formula Rate is
One-Month LIBOR plus the Certificate Margin. The Certificate Margin for this
Certificate is 0.270% in the case of each Distribution Date through and
including the Optional Termination Date, or 0.540%, in the case of any
Distribution Date thereafter.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other


                                      A-1-3

<PAGE>



governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.








                                     A-1-4


<PAGE>



                 IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                         Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                        Authorized Signatory









<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                      A-1-6

<PAGE>



                                           _____________________________________
                                                   Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:



         This information is provided by ________________, the assignee named
above, or _________________, as its agent.










                                      A-1-7

<PAGE>



                                   EXHIBIT A-2

                         FORM OF CLASS A-1B CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").


Series 2004-R5, Class A-1B                 Aggregate Certificate Principal
                                           Balance of the Class A-1B
                                           Certificates as of the Issue Date:
Pass-Through Rate: Variable                $68,770,000.00

Date of Pooling and Servicing Agreement    Denomination: $68,770,000.00
and Cut-off Date: June 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: July 26, 2004     Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004

                                           CUSIP: 03072S RT 4



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.









                                      A-2-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-1B Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-1B Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1B Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such


                                      A-2-2

<PAGE>



Distribution Date and (y) the Net WAC Pass-Through Rate for such Distribution
Date. For any Distribution Date and this Certificate, the Formula Rate is
One-Month LIBOR plus the Certificate Margin. The Certificate Margin for this
Certificate is 0.370% in the case of each Distribution Date through and
including the Optional Termination Date, or 0.740%, in the case of any
Distribution Date thereafter.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other


                                      A-2-3

<PAGE>



governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.









                                      A-2-4

<PAGE>



                 IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                          Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                        Authorized Signatory








<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:



                                      A-2-6

<PAGE>



                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                                   Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.








                                      A-2-7

<PAGE>



                                   EXHIBIT A-3

                          FORM OF CLASS A-2 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").


Series 2004-R5, Class A-2                  Aggregate Certificate Principal
                                           Balance of the Class A-2
                                           Certificates as of the Issue Date:
Pass-Through Rate: Variable                $76,200,000.00

Date of Pooling and Servicing Agreement    Denomination: $76,200,000.00
and Cut-off Date: June 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: July 26, 2004     Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004

                                           CUSIP: 03072S RU 1



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.









                                      A-3-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-2 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such


                                      A-3-2

<PAGE>



Distribution Date and (y) the Net WAC Pass-Through Rate for such Distribution
Date. For any Distribution Date and this Certificate, the Formula Rate is
One-Month LIBOR plus the Certificate Margin. The Certificate Margin for this
Certificate is 0.110% in the case of each Distribution Date through and
including the Optional Termination Date, or 0.220%, in the case of any
Distribution Date thereafter.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other


                                      A-3-3

<PAGE>



governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.










<PAGE>




                 IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                          Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                         Authorized Signatory






                                      A-3-5

<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:



                                      A-3-6

<PAGE>



                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                                   Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.


                                      A-3-7

<PAGE>



                                   EXHIBIT A-4

                          FORM OF CLASS A-3 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").


Series 2004-R5, Class A-3                  Aggregate Certificate Principal
                                           Balance of the Class A-3
                                           Certificates as of the Issue Date:
Pass-Through Rate: Variable                $37,800,000.00

Date of Pooling and Servicing Agreement    Denomination: $37,800,000.00
and Cut-off Date: June 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: July 26, 2004     Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004

                                           CUSIP: 03072S RV 9



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.









                                      A-4-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-3 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-3 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such


                                      A-4-2

<PAGE>



Distribution Date and (y) the Net WAC Pass-Through Rate for such Distribution
Date. For any Distribution Date and this Certificate, the Formula Rate is
One-Month LIBOR plus the Certificate Margin. The Certificate Margin for this
Certificate is 0.270% in the case of each Distribution Date through and
including the Optional Termination Date, or 0.540%, in the case of any
Distribution Date thereafter.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other


                                      A-4-3

<PAGE>



governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.








                                      A-4-4

<PAGE>





                 IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                         Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                        Authorized Signatory






                                      A-4-5

<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:



                                      A-4-6

<PAGE>




Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                                   Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.









                                      A-4-7

<PAGE>



                                   EXHIBIT A-5

                          FORM OF CLASS A-4 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").


Series 2004-R5, Class A-4                  Aggregate Certificate Principal
                                           Balance of the Class A-4
                                           Certificates as of the Issue Date:
Pass-Through Rate: Variable                $29,230,000.00

Date of Pooling and Servicing Agreement    Denomination: $29,230,000.00
and Cut-off Date: June 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: July 26, 2004     Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004

                                           CUSIP: 03072S RW 7



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.









                                      A-5-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-4 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-4 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-4 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such


                                      A-5-2

<PAGE>



Distribution Date and (y) the Net WAC Pass-Through Rate for such Distribution
Date. For any Distribution Date and this Certificate, the Formula Rate is
One-Month LIBOR plus the Certificate Margin. The Certificate Margin for this
Certificate is 0.510% in the case of each Distribution Date through and
including the Optional Termination Date, or 1.020%, in the case of any
Distribution Date thereafter.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other


                                      A-5-3

<PAGE>



governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.









                                      A-5-4

<PAGE>



                 IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                          Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                         Authorized Signatory








<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:




                                      A-5-6

<PAGE>




Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                                   Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.









                                      A-5-7

<PAGE>



                                   EXHIBIT A-6

                          FORM OF CLASS M-1 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES THE
         EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN.


Series 2004-R5, Class M-1                  Aggregate Certificate Principal
                                           Balance of the Class M-1
                                           Certificates as of the Issue Date:
Pass-Through Rate: Variable                $57,500,000.00

Date of Pooling and Servicing Agreement    Denomination: $57,500,000.00
and Cut-off Date: June 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: July 26, 2004     Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004

                                           CUSIP: 03072S RX 5



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


                                      A-6-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-1 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-1 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such


                                      A-6-2

<PAGE>



Distribution Date and (y) the Net WAC Pass-Through Rate for such Distribution
Date. For any Distribution Date and this Certificate, the Formula Rate is
One-Month LIBOR plus the Certificate Margin. The Certificate Margin for this
Certificate is 0.580% in the case of each Distribution Date through and
including Optional Termination Date, or 0.870%, in the case of any Distribution
Date thereafter.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan


                                      A-6-3

<PAGE>



Assets" to acquire this Certificate shall be made except in accordance with
Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.








                                      A-6-4

<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                         Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                        Authorized Signatory










<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                                   Signature Guaranteed




                                      A-6-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.








                                      A-6-7

<PAGE>



                                   EXHIBIT A-7

                          FORM OF CLASS M-2 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND
         THE CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


Series 2004-R5, Class M-2                  Aggregate Certificate Principal
                                           Balance of the Class M-2
                                           Certificates as of the Issue Date:
Pass-Through Rate: Variable                $47,500,000.00

Date of Pooling and Servicing Agreement    Denomination: $47,500,000.00
and Cut-off Date: June 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: July 26, 2004     Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004

                                           CUSIP: 03072S RY 3


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


                                      A-7-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-2 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-2 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such


                                      A-7-2

<PAGE>



Distribution Date and (y) the Net WAC Pass-Through Rate for such Distribution
Date. For any Distribution Date and this Certificate, the Formula Rate is
One-Month LIBOR plus the Certificate Margin. The Certificate Margin for this
Certificate is 1.250% in the case of each Distribution Date through and
including the Optional Termination Date, or 1.875%, in the case of any
Distribution Date thereafter.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan


                                      A-7-3

<PAGE>



Assets" to acquire this Certificate shall be made except in accordance with
Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.








                                      A-7-4

<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                         Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                         Authorized Signatory











<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                                   Signature Guaranteed




                                      A-7-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.





                                      A-7-7

<PAGE>



                                   EXHIBIT A-8

                          FORM OF CLASS M-3 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES,
         THE CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO
         THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN.


Series 2004-R5, Class M-3                  Aggregate Certificate Principal
                                           Balance of the Class M-3
                                           Certificates as of the Issue Date:
Pass-Through Rate: Variable                $10,000,000.00

Date of Pooling and Servicing Agreement    Denomination: $10,000,000.00
and Cut-off Date: June 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: July 26, 2004     Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004

                                           CUSIP: 03072S RZ 0


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


                                      A-8-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-3 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-3 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such


                                      A-8-2

<PAGE>



Distribution Date and (y) the Net WAC Pass-Through Rate for such Distribution
Date. For any Distribution Date and this Certificate, the Formula Rate is
One-Month LIBOR plus the Certificate Margin. The Certificate Margin for this
Certificate is 1.550% in the case of each Distribution Date through and
including the Optional Termination Date, or 2.325%, in the case of any
Distribution Date thereafter.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan


                                      A-8-3

<PAGE>



Assets" to acquire this Certificate shall be made except in accordance with
Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.









                                      A-8-4

<PAGE>



                 IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                          Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                        Authorized Signatory












<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                                    Signature Guaranteed


                                      A-8-6

<PAGE>




                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.





                                      A-8-7

<PAGE>



                                   EXHIBIT A-9

                          FORM OF CLASS M-4 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES,
         THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE
         CLASS M-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING
         AND SERVICING AGREEMENT REFERRED TO HEREIN.


Series 2004-R5, Class M-4                  Aggregate Certificate Principal
                                           Balance of the Class M-4
                                           Certificates as of the Issue Date:
Pass-Through Rate: Variable                $12,500,000.00

Date of Pooling and Servicing Agreement    Denomination: $12,500,000.00
and Cut-off Date: June 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: July 26, 2004     Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004

                                           CUSIP: 03072S SA 4

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


                                      A-9-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-4 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-4 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-4 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such


                                      A-9-2

<PAGE>



Distribution Date and (y) the Net WAC Pass-Through Rate for such Distribution
Date. For any Distribution Date and this Certificate, the Formula Rate is
One-Month LIBOR plus the Certificate Margin. The Certificate Margin for this
Certificate is 2.270% in the case of each Distribution Date through and
including the Optional Termination Date, or 3.405%, in the case of any
Distribution Date thereafter.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan


                                      A-9-3

<PAGE>



Assets" to acquire this Certificate shall be made except in accordance with
Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.









                                      A-9-4

<PAGE>



                 IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                          Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                        Authorized Signatory












<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                                    Signature Guaranteed





                                      A-9-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.





                                      A-9-7

<PAGE>



                                   EXHIBIT A-10

                          FORM OF CLASS M-5 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES,
         THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
         CLASS M-3 CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE
         EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
         REFERRED TO HEREIN.


Series 2004-R5, Class M-5                  Aggregate Certificate Principal
                                           Balance of the Class M-5
                                           Certificates as of the Issue Date:
Pass-Through Rate: Variable                $9,000,000.00

Date of Pooling and Servicing Agreement    Denomination: $9,000,000.00
and Cut-off Date: June 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: July 26, 2004     Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004

                                           CUSIP: 03072S SB 2

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


                                      A-10-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-5 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-5 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-5 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such


                                      A-10-2

<PAGE>



Distribution Date and (y) the Net WAC Pass-Through Rate for such Distribution
Date. For any Distribution Date and this Certificate, the Formula Rate is
One-Month LIBOR plus the Certificate Margin. The Certificate Margin for this
Certificate is 2.450% in the case of each Distribution Date through and
including the Optional Termination Date, or 3.675%, in the case of any
Distribution Date thereafter.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan


                                      A-10-3

<PAGE>



Assets" to acquire this Certificate shall be made except in accordance with
Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.









                                      A-10-4

<PAGE>



                 IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                         Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                         Authorized Signatory












<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:




                                      A-10-6

<PAGE>




Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.





                                      A-10-7

<PAGE>



                                   EXHIBIT A-11

                          FORM OF CLASS M-6 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES,
         THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
         CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE
         CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING
         AND SERVICING AGREEMENT REFERRED TO HEREIN.


Series 2004-R5, Class M-6                  Aggregate Certificate Principal
                                           Balance of the Class M-6
                                           Certificates as of the Issue Date:
Pass-Through Rate: Variable                $7,500,000.00

Date of Pooling and Servicing Agreement    Denomination: $7,500,000.00
and Cut-off Date: June 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: July 26, 2004     Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004

                                           CUSIP: 03072S SC 0

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


                                      A-11-1

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-6 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-6 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-6 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such


                                      A-11-2

<PAGE>



Distribution Date and (y) the Net WAC Pass-Through Rate for such Distribution
Date. For any Distribution Date and this Certificate, the Formula Rate is
One-Month LIBOR plus the Certificate Margin. The Certificate Margin for this
Certificate is 4.750% in the case of each Distribution Date through and
including the Optional Termination Date, or 7.125%, in the case of any
Distribution Date thereafter.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan


                                      A-11-3

<PAGE>



Assets" to acquire this Certificate shall be made except in accordance with
Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.









                                      A-11-4

<PAGE>



                 IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                         Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                        Authorized Signatory










                                      A-11-5

<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                                    Signature Guaranteed



                                      A-11-6

<PAGE>




                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.











                                      A-11-7

<PAGE>



                                   EXHIBIT A-12

                          FORM OF CLASS M-7 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A 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 TO THE EXTENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION
         5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.



                                      A-12-1

<PAGE>




Series 2004-R5, Class M-7                  Aggregate Certificate Principal
                                           Balance of the Class M-7
                                           Certificates as of the Issue Date:
Pass-Through Rate: Variable                $10,000,000.00

Date of Pooling and Servicing Agreement    Denomination: $10,000,000.00
and Cut-off Date: June 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: July 26, 2004     Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004

                                           CUSIP: 03072S SG 1


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.






                                      A-12-2

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-7 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-7 Certificates in REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
Ameriquest Mortgage Securities Inc. (hereinafter called the "Depositor," which
term includes any successor entity under the Agreement), the Master Servicer and
the Trustee, a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-7 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such


                                      A-12-3

<PAGE>



Distribution Date and (y) the Net WAC Pass-Through Rate for such Distribution
Date. For any Distribution Date and this Certificate, the Formula Rate is
One-Month LIBOR plus the Certificate Margin. The Certificate Margin for this
Certificate is 1.000% in the case of each Distribution Date through and
including the Optional Termination Date, or 1.500%, in the case of any
Distribution Date thereafter.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"),


                                      A-12-4

<PAGE>



and an effective registration or qualification under applicable state securities
laws, or is made in a transaction that does not require such registration or
qualification. In the event that such a transfer of this Certificate is to be
made without registration or qualification, the Trustee and the Certificate
Registrar shall require receipt of (i) if such transfer is purportedly being
made in reliance upon Rule 144A under the 1933 Act, written certifications from
the Holder of the Certificate desiring to effect the transfer, and from such
Holder's prospective transferee, substantially in the forms attached to the
Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee or the Master Servicer in their respective
capacities as such), together with copies of the written certification(s) of the
Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the
Depositor, the Certificate Registrar or the Trustee is obligated to register or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this
Certificate shall be required to indemnify the Trustee, the Depositor, the
Certificate Registrar and the Master Servicer against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.


                                      A-12-5

<PAGE>



                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.









                                      A-12-6

<PAGE>



                 IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                        Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                        Authorized Signatory












<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                                    Signature Guaranteed




                                      A-12-8

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.






                                      A-12-9

<PAGE>



                                   EXHIBIT A-13

                          FORM OF CLASS CE CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT", AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE A CERTIFICATES AND THE
         MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING
         AND SERVICING AGREEMENT REFERRED TO HEREIN.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION
         5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.



                                      A-13-1

<PAGE>




Series 2004-R5, Class CE                  Initial Notional Amount of the Class
                                          CE Certificates as of the Issue Date:
Date of Pooling and Servicing Agreement   $1,000,000,572.05
and Cut-off Date: June 1, 2004
                                          Initial Certificate Principal Balance:
First Distribution Date: July 26, 2004    $15,000,309.00

No. 1                                     Master Servicer: Ameriquest Mortgage
                                          Company

                                          Trustee: Deutsche Bank National Trust
                                          Company

                                          Issue Date: June 4, 2004


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.












                                      A-13-2

<PAGE>

                     ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Ameriquest Mortgage Company is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
CE Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class CE Certificates in REMIC III created
pursuant to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Ameriquest Mortgage Securities Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Master Servicer and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class CE Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.




                                      A-13-3

<PAGE>



                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the


                                      A-13-4

<PAGE>



Agreement as Exhibit F-1, and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the Trust
Fund or of the Depositor, the Trustee or the Master Servicer in their respective
capacities as such), together with copies of the written certification(s) of the
Holder of the Certificate desiring to effect the transfer and/or such Holder's
prospective transferee upon which such Opinion of Counsel is based. None of the
Depositor, the Certificate Registrar or the Trustee is obligated to register or
qualify the Class of Certificates specified on the face hereof under the 1933
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any Holder desiring to effect a transfer of this
Certificate shall be required to indemnify the Trustee, the Depositor, the
Certificate Registrar and the Master Servicer against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.



                                      A-13-5

<PAGE>



         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.










                                      A-13-6

<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                         Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                         Authorized Signatory












<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:


Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                                    Signature Guaranteed


                                      A-13-8

<PAGE>




                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.






                                      A-13-9

<PAGE>



                                   EXHIBIT A-14

                           FORM OF CLASS P CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT", AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION
         5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


Series 2004-R5, Class P                    Aggregate Certificate Principal
                                           Balance of the Class P Certificates
                                           as of the Issue Date:
Date of Pooling and Servicing Agreement    $100.00
and Cut-off Date: June 1, 2004
                                           Denomination: $100.00
First Distribution Date: July 26, 2004
                                           Master Servicer: Ameriquest Mortgage
No. 1 Company

                                           Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004



                                      A-14-1

<PAGE>


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER SERVICER, THE TRUSTEE
         OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
         UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
         INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Ameriquest Mortgage Company is the
registered owner of a Percentage Interest (obtained by dividing the denomination
of this Certificate by the aggregate Certificate Principal Balance of the Class
P Certificates as of the Issue Date) in that certain beneficial ownership
interest evidenced by all the Class P Certificates in REMIC IV created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Ameriquest Mortgage Securities Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Master Servicer and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class P Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto,


                                      A-14-2

<PAGE>



as such name and address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a


                                      A-14-3

<PAGE>



transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the Master Servicer in their respective capacities as such), together
with copies of the written certification(s) of the Holder of the Certificate
desiring to effect the transfer and/or such Holder's prospective transferee upon
which such Opinion of Counsel is based. None of the Depositor, the Certificate
Registrar or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Certificate
Registrar and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.



                                      A-14-4

<PAGE>



                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.



         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                         Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                        Authorized Signatory













<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor

                                           _____________________________________
                                                    Signature Guaranteed



                                      A-14-6

<PAGE>




                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.






                                      A-14-7

<PAGE>



                                   EXHIBIT A-15

                           FORM OF CLASS R CERTIFICATE

         THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
         PERSON.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT" ("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
         IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION
         5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.




                                      A-15-1

<PAGE>



         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN
         AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1)
         THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR
         POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
         INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF
         ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A
         COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS
         EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS
         SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511
         OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION
         1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
         FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
         TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT OF A
         DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER
         IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH
         TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO
         THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
         NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF
         ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
         A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
         ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO
         LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE
         DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
         INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
         THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
         HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
         THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON
         THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM
         ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.


                                      A-15-2

<PAGE>




<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-R5, Class R                     Aggregate Percentage Interest of the
                                            Class R Certificates as of the Issue Date:
Date of Pooling and Servicing Agreement     100% Percentage Interest
and Cut-off Date: June 1, 2004
                                            Denomination: 100% Percentage Interest
First Distribution Date: July 26, 2004
                                            Master Servicer: Ameriquest Mortgage
No. 1 Company

                                            Trustee: Deutsche Bank National Trust
                                            Company

                                            Issue Date: June 4, 2004
</TABLE>







                                      A-15-3

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that Ameriquest Mortgage Company is the
registered owner of a Percentage Interest specified above in that certain
beneficial ownership interest evidenced by all the Class R Certificates in REMIC
II created pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), among Ameriquest Mortgage Securities Inc. (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement), the Master Servicer and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face


                                      A-15-4

<PAGE>



hereof equal to the denomination specified on the face hereof divided by the
aggregate Certificate Principal Balance of the Class of Certificates specified
on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the Master Servicer in their


                                      A-15-5

<PAGE>



respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Master Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

                  Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in a REMIC, (B) it will include in its income a pro rata share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.



                                      A-15-6

<PAGE>



                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.









                                      A-15-7

<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                         Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                         Authorized Signatory











<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

  TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                              ---------------
                                                              (Cust)   (Minor)
  TEN ENT - as tenants by the entireties                       under Uniform
                                                               Gifts to
                                                               Minors Act
  JT TEN -  as joint tenants with right                        _______________
            if survivorship and not as                            (State)
            tenants in common

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                                    Signature Guaranteed



                                      A-15-9

<PAGE>




                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_______________________ for the account of
__________________, account number______________ or, if mailed by check, to
___________________________. Applicable statements should be mailed to:


         This information is provided by ________________, the assignee named
above, or _________________, as its agent.












                                      A-15-10

<PAGE>



                                   EXHIBIT A-16

                          FORM OF CLASS R-X CERTIFICATE

         THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
         PERSON.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT" ("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
         IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
         (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION
         5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN
         AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1)
         THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR
         POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
         INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF
         ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A
         COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS
         EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS
         SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511
         OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION


                                      A-16-1

<PAGE>



         1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
         FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED
         TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT OF A
         DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER
         IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH
         TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO
         THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
         NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF
         ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO
         A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
         ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO
         LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE
         DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
         INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
         THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
         HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
         THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON
         THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM
         ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.


<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-R5, Class R-X                  Aggregate Percentage Interest of the Class R-X
                                           Certificates as of the Issue Date: 100.00%
Date of Pooling and Servicing Agreement    Percentage Interest
and Cut-off Date: June 1, 2004
                                           Denomination: 100% Percentage Interest
First Distribution Date: July 26, 2004
                                           Master Servicer:  Ameriquest Mortgage
No. 1 Company

                                           Trustee:  Deutsche Bank National Trust
                                           Company

                                           Issue Date: June 4, 2004
</TABLE>







                                      A-16-2

<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

                  This certifies that MKM I Corp. is the registered owner of a
Percentage Interest specified above in that certain beneficial ownership
interest evidenced by all the Class R-X Certificates in a REMIC created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Ameriquest Mortgage Securities Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Master Servicer and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R-X Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset- Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face


                                      A-16-3

<PAGE>



hereof equal to the denomination specified on the face hereof divided by the
aggregate Certificate Principal Balance of the Class of Certificates specified
on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Master Servicer and the Trustee with the consent of the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee and the Certificate Registrar shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the Master Servicer in their


                                      A-16-4

<PAGE>



respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Master Servicer
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(c) of the Agreement.

                  Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R-X Certificates have been designated as
residual interests in two REMICs, (B) it will include in its income a pro rata
share of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R-X Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Master Servicer, the Trustee and the
Certificate Registrar and any agent of the Depositor, the Master Servicer, the
Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any
such agent shall be affected by notice to the contrary.


                                      A-16-5

<PAGE>



                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the sum of the
aggregate Stated Principal Balance of the Initial Mortgage Loans at the Cut- off
Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.









                                      A-16-6

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: _______________, 2004

                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Trustee


                                                  By:__________________________
                                                         Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.


                                                  DEUTSCHE BANK NATIONAL
                                                  TRUST COMPANY
                                                  as Certificate Registrar


                                                  By:__________________________
                                                         Authorized Signatory












<PAGE>



                       [Reverse of Class R-X Certificate]

                     Asset-Backed Pass-Through Certificates,
                                 Series 2004-R5

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Certificates, Series 2004-R5 (herein collectively
called the "Certificates"), and representing a beneficial ownership interest in
the Trust created by the Agreement.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations of
rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

         Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable Record Date in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

         Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. The final distribution on each Certificate will be made in like
manner, but only upon presentment and surrender of such Certificate at the
Corporate Trust Office of the Trustee specified in the notice to
Certificateholders of such final distribution.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange therefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee


                                      A-16-8

<PAGE>



accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Servicer and the Trustee and any agent of the
Depositor, the Servicer or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the
Depositor, the Trustee, the Servicer or any such agent shall be affected by any
notice to the contrary.

         On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the
aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date, the
Terminator may purchase, in whole, from the Trust the Mortgage Loans at a
purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in July, 2034.

         Capitalized terms used herein that are defined in the Agreement shall
have the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-16-9

<PAGE>



                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:


Dated:_________________


                                         Signature by or on behalf of assignor








                                      A-16-10

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to

for the account of
account number                      , or, if mailed by check, to

Applicable statements should be mailed to


         This information is provided by __________________________________, the
assignee named above, or ________________________________________, as its agent.










                                      A-16-11

<PAGE>



                                    EXHIBIT B

                           FORM OF LOST NOTE AFFIDAVIT

Loan #: _______________
Borrower: _____________

                               LOST NOTE AFFIDAVIT

                  I, as ____________________ of ______________________, a
_______________ corporation am authorized to make this Affidavit on behalf of
_____________________ (the "Seller"). In connection with the administration of
the Mortgage Loans held by ____________________, a _________________ corporation
as Seller on behalf of Ameriquest Mortgage Securities Inc. (the "Purchaser"),
_____________________ (the "Deponent"), being duly sworn, deposes and says that:

         1. The Seller's address is: _____________________
                                     _____________________
                                     _____________________

         2. The Seller previously delivered to the Purchaser a signed Initial
Certification with respect to such Mortgage and/or Assignment of Mortgage;

         3. Such Mortgage Note and/or Assignment of Mortgage was assigned or
sold to the Purchaser by ________________________, a ____________ corporation
pursuant to the terms and provisions of a Mortgage Loan Purchase Agreement dated
as of __________ __, _____;

         4. Such Mortgage Note and/or Assignment of Mortgage is not outstanding
pursuant to a request for release of Documents;

         5. Aforesaid Mortgage Note and/or Assignment of Mortgage (the
"Original") has been lost;

         6. Deponent has made or caused to be made a diligent search for the
Original and has been unable to find or recover same;

         7. The Seller was the Seller of the Original at the time of the loss;
and

         8. Deponent agrees that, if said Original should ever come into
Seller's possession, custody or power, Seller will immediately and without
consideration surrender the Original to the Purchaser.

         9. Attached hereto is a true and correct copy of (i) the Note, endorsed
in blank by the Mortgagee and (ii) the Mortgage or Deed of Trust (strike one)
which secures the Note, which Mortgage or Deed of Trust is recorded in the
county where the property is located.



                                      B-12

<PAGE>



         10. Deponent hereby agrees that the Seller (a) shall indemnify and hold
harmless the Purchaser, its successors and assigns, against any loss, liability
or damage, including reasonable attorney's fees, resulting from the
unavailability of any Notes, including but not limited to any loss, liability or
damage arising from (i) any false statement contained in this Affidavit, (ii)
any claim of any party that has already purchased a mortgage loan evidenced by
the Lost Note or any interest in such mortgage loan, (iii) any claim of any
borrower with respect to the existence of terms of a mortgage loan evidenced by
the Lost Note on the related property to the fact that the mortgage loan is not
evidenced by an original note and (iv) the issuance of a new instrument in lieu
thereof (items (i) through (iv) above hereinafter referred to as the "Losses")
and (b) if required by any Rating Agency in connection with placing such Lost
Note into a Pass-Through Transfer, shall obtain a surety from an insurer
acceptable to the applicable Rating Agency to cover any Losses with respect to
such Lost Note.

         11. This Affidavit is intended to be relied upon by the Purchaser, its
successors and assigns. _____________________, a ______________ corporation
represents and warrants that it has the authority to perform its obligations
under this Affidavit of Lost Note.

Executed this ____ day, of ___________ ______.

                                                    SELLER

                                                    By:_________________________
                                                       Name:
                                                    Title:

                  On this _____ day of ________, _____, before me appeared
_________________ to me personally known, who being duly sworn did say that he
is the _____________________ of ____________________ a ______________
corporation and that said Affidavit of Lost Note was signed and sealed on behalf
of such corporation and said acknowledged this instrument to be the free act and
deed of said corporation.

                                              Signature:

                                              [Seal]











                                       B-2

<PAGE>



                                   EXHIBIT C-1

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                    [Date]

Ameriquest Mortgage Securities Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

         Re:      Pooling and Servicing Agreement, dated as of June 1, 2004,
                  among Ameriquest Mortgage Securities Inc., Ameriquest Mortgage
                  Company and Deutsche Bank National Trust Company, Asset-Backed
                  Mortgage Pass-Through Certificates, Series 2004-R5
                  ---------------------------------------------------

Ladies and Gentlemen:

                  Pursuant to Section 2.01 of the Pooling and Servicing
Agreement, dated as of June 1, 2004, among Ameriquest Mortgage Securities Inc.
as Depositor, Ameriquest Mortgage Company, as master servicer and Deutsche Bank
National Trust Company as trustee, we hereby acknowledge that as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception
report annexed thereto as not being covered by such certification), (i) all
documents constituting part of such Mortgage File (other than such documents
described in Section 2.01(v)) required to be delivered to it pursuant to this
Agreement are in its possession, (ii) such documents have been reviewed by it or
such Custodian and are not mutilated, torn or defaced unless initialed by the
related borrower and relate to such Mortgage Loan, (iii) based on its or the
Custodian's examination and only as to the foregoing, the information set forth
in the Mortgage Loan Schedule that corresponds to items (1) through (3), (6),
(9), (10), (13), (15) and (19) of the definition of "Mortgage Loan Schedule"
accurately reflects information set forth in the Mortgage File.

                  The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the above-referenced Pooling and Servicing Agreement. The Trustee
makes no representations as to: (i) the validity, legality, sufficiency,
recordability, enforceability or genuineness of any of the documents contained
in the Mortgage File of any of the Mortgage Loans identified on the Mortgage
Loan Schedule, or (ii) the collectability, insurability, perfection, priority,
effectiveness or suitability of any such Mortgage Loan.

                  The Trustee was under no duty or obligation (i) to inspect,
review or examine any such documents, instruments, certificates or other papers
to determine whether they are genuine, enforceable, or appropriate for the
represented purpose or whether they have actually been recorded


                                      C-1-1

<PAGE>



or that they are other than what they purport to be on their face or (ii) to
determine whether any Mortgage File should include any of the documents
specified in clause (v) of Section 2.01.
                  Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

                                           DEUTSCHE BANK NATIONAL TRUST
                                           COMPANY, as Trustee


                                           By:______________________________
                                           Name:
                                           Title:



                                      C-1-2

<PAGE>



                                   EXHIBIT C-2

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                       [Date]

Ameriquest Mortgage Securities Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

         Re:      Pooling and Servicing Agreement, dated as of June 1, 2004,
                  among Ameriquest Mortgage Securities Inc., Ameriquest Mortgage
                  Company and Deutsche Bank National Trust Company, Asset-Backed
                  Mortgage Pass- Through Certificates, Series 2004-R5
                  ---------------------------------------------------

Ladies and Gentlemen:

                  In accordance with Section 2.02 of the above-captioned Pooling
and Servicing Agreement, the undersigned, as Trustee, hereby certifies that as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or listed on the attachment hereto), it or a
Custodian on its behalf has received each of the documents listed in Section
2.01.

                  The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the above-referenced Pooling and Servicing Agreement. The Trustee
makes no representations as to: (i) the validity, legality, sufficiency,
recordability, enforceability or genuineness of any of the documents contained
in the Mortgage File of any of the Mortgage Loans identified on the Mortgage
Loan Schedule, or (ii) the collectability, insurability, perfection, priority,
effectiveness or suitability of any such Mortgage Loan.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.

                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, as Trustee


                                             By:______________________________
                                             Name:
                                             Title:


                                      C-2-1

<PAGE>



                                   EXHIBIT C-3

                   FORM OF TRUSTEE'S RECEIPT OF MORTGAGE NOTE

                                                      [Date]

Ameriquest Mortgage Securities Inc.
1100 Town & Country Road
Orange, California 92868

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

                  Re:      Pooling and Servicing Agreement, dated as of June 1,
                           2004, among Ameriquest Mortgage Securities Inc.,
                           Ameriquest Mortgage Company and Deutsche Bank
                           National Trust Company, Asset-Backed Mortgage Pass-
                           Through Certificates, Series 2004-R5
                           -----------------------------------------------------

Ladies and Gentlemen:

                  Pursuant to Section 2.01 of the above-captioned Pooling and
Servicing Agreement, we hereby acknowledge the receipt of the original Mortgage
Note for each Mortgage Loan with any exceptions thereto listed on Exhibit 1.

                  Capitalized terms used but not defined herein shall have the
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


                                              DEUTSCHE BANK NATIONAL TRUST
                                              COMPANY, as Trustee


                                              By:______________________________
                                              Name:
                                              Title:







                                      C-3-1

<PAGE>



                                    EXHIBIT D

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT










                                       D-1

<PAGE>



                        MORTGAGE LOAN PURCHASE AGREEMENT

                  This is a Mortgage Loan Purchase Agreement (the "Agreement"),
dated May 26, 2004, between Ameriquest Mortgage Company, a Delaware corporation
(the "Seller"), and Ameriquest Mortgage Securities Inc., a Delaware corporation
(the "Purchaser").

                              PRELIMINARY STATEMENT

                  The Seller intends to sell the Mortgage Loans (as hereinafter
defined) to the Purchaser on the terms and subject to the conditions set forth
in this Agreement. The Purchaser shall deposit the Mortgage Loans into a
mortgage pool constituting the Trust Fund. The Trust Fund will be evidenced by a
single series of asset-backed pass-through certificates designated as Series
2004-R5 (the "Certificates"). The Certificates will consist of sixteen classes
of certificates. The Class M-7 Certificates, the Class CE Certificates, the
Class P Certificates, the Class R Certificates and the Class R-X Certificates
(collectively, the "Non-Offered Certificates") will be delivered to the Seller
or its designee as partial consideration for the Mortgage Loans as further
described below.

                  The Certificates will be issued pursuant to a Pooling and
Servicing Agreement relating to the Series 2004-R5 Certificates, dated as of
June 1, 2004 (the "Pooling and Servicing Agreement"), among the Purchaser as
depositor (in such capacity, the "Depositor"), the Seller as master servicer (in
such capacity, the "Master Servicer") and Deutsche Bank National Trust Company
as trustee (in such capacity, the "Trustee"). Pursuant to the Pooling and
Servicing Agreement, the Depositor will assign all of its right, title and
interest in and to the Mortgage Loans, together with its rights under this
Agreement, to the Trustee for the benefit of the Certificateholders. Capitalized
terms used but not defined herein shall have the meanings set forth in the
Pooling and Servicing Agreement.

                  The parties hereto agree as follows:

                  SECTION 1. AGREEMENT TO PURCHASE. The Seller hereby sells, and
the Purchaser hereby purchases, as of June 4, 2004 (the "Closing Date"), certain
adjustable-rate and fixed-rate conventional, one- to four-family, residential
mortgage loans (the "Mortgage Loans"), having an aggregate principal balance as
of the close of business on June 1, 2004 (the "Cut-off Date") of
$1,000,000,572.05, after giving effect to all payments due on the Mortgage Loans
on or before the Cut-off Date (the "Closing Balance"), whether or not received,
including the right to any Prepayment Charges collected after the Cut-off Date
from the Mortgagors in connection with any Principal Prepayments on the Mortgage
Loans. Any payments (including Prepayment Charges) collected on or before the
Cut-off Date, including all scheduled payments of principal and interest due on
or before the Cut-off Date and collected after the Cut-off Date, shall belong to
the Seller. In addition to the sale of the Mortgage Loans, the Seller will cause
the Cap Contracts to be transferred to the Purchaser.




<PAGE>


                                       -2-


                  SECTION 2. MORTGAGE LOAN SCHEDULE AND PREPAYMENT CHARGE
SCHEDULE. The Purchaser and the Seller have agreed upon which of the mortgage
loans owned by the Seller are to be purchased by the Purchaser pursuant to this
Agreement, and the Seller shall prepare or cause to be prepared on or prior to
the Closing Date a final schedule (the "Closing Schedule") describing such
Mortgage Loans and setting forth all of the Mortgage Loans to be purchased under
this Agreement. The Closing Schedule shall conform to the requirements set forth
in this Agreement and to the definition of "Mortgage Loan Schedule" under the
Pooling and Servicing Agreement. The Closing Schedule shall be used as the
Mortgage Loan Schedule under the Pooling and Servicing Agreement. The Seller
shall also prepare or cause to be prepared on or prior to the Closing Date a
final schedule (the "Prepayment Charge Schedule") setting forth each Mortgage
Loan containing a Prepayment Charge and conforming to the definition of
Prepayment Charge Schedule under the Pooling and Servicing Agreement.

                  SECTION 3. CONSIDERATION.

                           (a) In consideration for the Mortgage Loans to be
purchased hereunder, the Purchaser shall, as described in Section 8, (i) pay to
or upon the order of the Seller in immediately available funds an amount equal
to the net sale proceeds of the Class A-1A Certificates, the Class A-1B
Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class
A-4 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 and (ii) deliver to the Seller or its designee
the Non-Offered Certificates.

                           (b) [Reserved].

                  SECTION 4. TRANSFER OF THE MORTGAGE LOANS.

                           (a) POSSESSION OF MORTGAGE FILES. The Seller does
hereby sell to the Purchaser, without recourse but subject to the terms of this
Agreement, all of its right, title and interest in, to and under the Mortgage
Loans, including the related Prepayment Charges collected after the Cut-off
Date. The contents of each Mortgage File not delivered to the Purchaser or to
any assignee, transferee or designee of the Purchaser on or prior to the Closing
Date are and shall be held in trust by the Seller for the benefit of the
Purchaser or any assignee, transferee or designee of the Purchaser. Upon the
sale and contribution of the Mortgage Loans the ownership of each Mortgage Note,
the related Mortgage and the other contents of the related Mortgage File is
vested in the Purchaser and the ownership of all records and documents with
respect to the related Mortgage Loan prepared by or that come into the
possession of the Seller on or after the Closing Date shall immediately vest in
the Purchaser and shall be delivered immediately to the Purchaser or as
otherwise directed by the Purchaser.




<PAGE>


                                       -3-


                           (b) DELIVERY OF MORTGAGE LOAN DOCUMENTS. The Seller
will, on or prior to the Closing Date, deliver or cause to be delivered to the
Purchaser or any assignee, transferee or designee of the Purchaser each of the
following documents for each Mortgage Loan:

                  (i) the original Mortgage Note, endorsed in blank without
         recourse or in the following form: "Pay to the order of Deutsche Bank
         National Trust Company, as Trustee under the applicable agreement,
         without recourse," with all prior and intervening endorsements showing
         a complete chain of endorsement from the originator to the Person so
         endorsing to the Trustee, or with respect to any lost Mortgage Note, an
         original Lost Note Affidavit; provided, however, that such
         substitutions of Lost Note Affidavits for original Mortgage Notes may
         occur only with respect to Mortgage Loans, the aggregate Cut-off Date
         Principal Balance of which is less than or equal to 2.00% of the Pool
         Balance as of the Cut- off Date;

                  (ii) the original Mortgage with evidence of recording thereon,
         and a copy, certified by the appropriate recording office, of the
         recorded power of attorney, if the Mortgage was executed pursuant to a
         power of attorney, with evidence of recording thereon;

                  (iii) an original Assignment of the Mortgage assigned in
         blank, without recourse;

                  (iv) the original recorded intervening Assignment or
         Assignments of the Mortgage showing a complete chain of assignment from
         the originator to the Person assigning the Mortgage to the Trustee as
         contemplated by the immediately preceding clause (iii) or the original
         unrecorded intervening Assignments;

                  (v) the original or copies of each assumption, modification,
         written assurance or substitution agreement, if any; and

                  (vi) the original lender's title insurance policy or an
         attorney's opinion of title or similar guarantee of title acceptable to
         mortgage lenders generally in the jurisdiction where the Mortgaged
         Property is located, together with all endorsements or riders which
         were issued with or subsequent to the issuance of such policy, insuring
         the priority of the Mortgage as a first lien on the Mortgaged Property
         represented therein as a fee interest vested in the Mortgagor, or in
         the event such original title policy is unavailable, a written
         commitment or uniform binder or preliminary report of title issued by
         the title insurance or escrow company.

                  If any document referred to in Section 4(b)(ii), 4(b)(iii) or
4(b)(iv) above has been submitted for recording but either (x) has not been
returned from the applicable public recording office or (y) has been lost or
such public recording office has retained the original of such document, the
obligations of the Seller hereunder shall be deemed to have been satisfied upon
(1) delivery by or on behalf of the Seller promptly upon receipt thereof to the
Purchaser or any assignee, transferee



<PAGE>


                                       -4-


or designee of the Purchaser of either the original or a copy of such document
certified by the Seller in the case of (x) above or the public recording office
in the case of (y) above to be a true and complete copy of the recorded original
thereof and (2) if such delivered copy is certified by the Seller, then in
addition thereto, delivery promptly upon receipt thereof of either the original
or a copy of such document certified by the public recording office to be a true
and complete copy of the original. In the event that the original lender's title
insurance policy has not yet been issued, the Seller shall deliver to the
Purchaser or any assignee, transferee or designee of the Purchaser a written
commitment or interim binder or preliminary report of title issued by the title
insurance or escrow company. Promptly upon receipt by the Seller of any such
original title insurance policy the Seller shall deliver such to the Purchaser
or any assignee, transferee or designee of the Purchaser.

                  The Seller shall promptly (and in no event later than thirty
(30) Business Days, subject to extension upon mutual agreement between the
Seller and the Trustee, following the later of (i) the Closing Date, (ii) the
date on which the Seller receives the Assignment from the Trustee and (iii) the
date of receipt by the Seller of the recording information for a Mortgage)
submit or cause to be submitted for recording, at no expense to the Trust Fund
or the Trustee, in the appropriate public office for real property records, each
Assignment referred to in (iii) and (iv) above and shall execute each original
Assignment referred to in (iii) in the following form: "Deutsche Bank National
Trust Company, as Trustee under the applicable agreement". In the event that any
such Assignment is lost or returned unrecorded because of a defect therein, the
Seller shall promptly prepare or cause to be prepared a substitute Assignment or
cure or cause to be cured such defect, as the case may be, and thereafter cause
each such Assignment to be duly recorded. Notwithstanding the foregoing,
however, for administrative convenience and facilitation of servicing and to
reduce closing costs, the Assignments of Mortgage shall not be required to be
submitted for recording (except with respect to any Mortgage Loan located in
Maryland) unless such failure to record would result in a withdrawal or a
downgrading by any Rating Agency of the rating on any Class of Certificates;
provided further, however, each Assignment of Mortgage shall be submitted for
recording by the Seller in the manner described above, at no expense to the
Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable
direction by Holders of Certificates entitled to at least 25% of the Voting
Rights or the NIMS Insurer, (ii) failure of the Master Servicer Termination
Test, (iii) the occurrence of the bankruptcy or insolvency relating to the
Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02
of the Pooling and Servicing Agreement and (v) if the Seller is not the Master
Servicer and with respect to any one assignment or Mortgage, the occurrence of a
bankruptcy, insolvency or foreclosure relating to the Mortgagor under the
related Mortgage.

                  Each original document relating to a Mortgage Loan which is
not delivered to the Purchaser or its assignee, transferee or designee, if held
by the Seller, shall be so held for the benefit of the Purchaser or its
assignee, transferee or designee.

                           (c) ACCEPTANCE OF MORTGAGE LOANS. The documents
delivered pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or
any assignee, transferee or designee of the Purchaser at any time before or
after the Closing Date (and with respect to each document



<PAGE>


                                       -5-


permitted to be delivered after the Closing Date, within seven (7) days of its
delivery) to ascertain that all required documents have been executed and
received and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule.

                           (d) RESERVED.

                           (e) TRANSFER OF INTEREST IN AGREEMENTS. The Purchaser
has the right to assign its interest under this Agreement, in whole or in part,
to the Trustee, as may be required to effect the purposes of the Pooling and
Servicing Agreement, without the consent of the Seller, and the assignee shall
succeed to the rights and obligations hereunder of the Purchaser. Any expense
reasonably incurred by or on behalf of the Purchaser or the Trustee in
connection with enforcing any obligations of the Seller under this Agreement
shall be promptly reimbursed by the Seller.

                           (f) EXAMINATION OF MORTGAGE FILES. Prior to the
Closing Date, the Seller shall either (i) deliver in escrow to the Purchaser or
to any assignee, transferee or designee of the Purchaser, for examination, the
Mortgage File pertaining to each Mortgage Loan or (ii) make such Mortgage Files
available to the Purchaser or to any assignee, transferee or designee of the
Purchaser for examination at the Trustee's offices in Santa Ana, California.
Such examination may be made by the Purchaser, and its respective designees,
upon reasonable notice to the Seller and the Trustee during normal business
hours before the Closing Date and within sixty (60) days after the Closing Date.
If any such person makes such examination prior to the Closing Date and
identifies any Mortgage Loans that do not conform to the requirements of the
Purchaser as described in this Agreement, such Mortgage Loans shall be deleted
from the Closing Schedule. The Purchaser may, at its option and without notice
to the Seller, purchase all or part of the Mortgage Loans without conducting any
partial or complete examination. The fact that the Purchaser or any person has
conducted or has failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the rights of the Purchaser or any assignee,
transferee or designee of the Purchaser to demand repurchase or other relief as
provided herein or under the Pooling and Servicing Agreement.

                  SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
                             SELLER.

                  The Seller hereby represents and warrants to the Purchaser
with respect to the Mortgage Loans as of the Closing Date or as of such date
specifically provided herein:

                  (i) The Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and is
duly authorized and qualified to transact any and all business contemplated by
this Agreement to be conducted by the Seller in any state in which a Mortgaged
Property is located or is otherwise not required under applicable law to effect
such qualification and, in any event, is in compliance with the doing business
laws of any such State, to the extent necessary to ensure its ability to enforce
each Mortgage Loan and to service the Mortgage Loans in accordance with the
terms of the Pooling and Servicing Agreement;




<PAGE>


                                       -6-


                  (ii) The Seller had the full corporate power and authority to
originate, hold and sell each Mortgage Loan and has the full corporate power and
authority to service each Mortgage Loan, and to execute, deliver and perform,
and to enter into and consummate the transactions contemplated by this Agreement
and has duly authorized by all necessary corporate action on the part of the
Seller the execution, delivery and performance of this Agreement; and this
Agreement, assuming the due authorization, execution and delivery thereof by the
Purchaser, constitutes a legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, except to the
extent that (a) the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws relating to
creditors' rights generally and (b) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought;

                  (iii) The execution and delivery of this Agreement by the
Seller, the servicing of the Mortgage Loans by the Seller under the Pooling and
Servicing Agreement, the consummation of any other of the transactions herein
contemplated, and the fulfillment of or compliance with the terms hereof are in
the ordinary course of business of the Seller and will not (A) result in a
breach of any term or provision of the charter or by-laws of the Seller or (B)
conflict with, result in a breach, violation or acceleration of, or result in a
default under, the terms of any other material agreement or instrument to which
the Seller is a party or by which it may be bound, or any statute, order or
regulation applicable to the Seller of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the Seller;
and the Seller is not a party to, bound by, or in breach or violation of any
indenture or other agreement or instrument, or subject to or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it, which materially and
adversely affects or, to the Seller's knowledge, would in the future materially
and adversely affect, (x) the ability of the Seller to perform its obligations
under this Agreement or (y) the business, operations, financial condition,
properties or assets of the Seller taken as a whole;

                  (iv) 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 the consummation of the transactions contemplated hereby, or if any such
consent, approval, authorization or order is required, the Seller has obtained
the same;

                  (v) The Seller is an approved originator/servicer for Fannie
Mae or Freddie Mac in good standing and is a HUD approved mortgagee pursuant to
Section 203 and Section 211 of the National Housing Act; and

                  (vi) Except as otherwise disclosed in the Prospectus
Supplement, no litigation is pending against the Seller that would materially
and adversely affect the execution, delivery or



<PAGE>


                                       -7-


enforceability of this Agreement or the ability of the Seller to service the
Mortgage Loans or to perform any of its other obligations hereunder in
accordance with the terms hereof.

                  SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE SELLER
                             RELATING TO THE MORTGAGE LOANS.

                   The Seller hereby represents and warrants to the Purchaser,
with respect to the Mortgage Loans as of the Closing Date or as of such date
specifically provided herein:

                           (i) The information set forth on the Mortgage Loan
Schedule with respect to each Mortgage Loan is true and correct in all material
respects;

                           (ii) [Reserved];

                           (iii) No material error, omission, misrepresentation,
negligence, fraud or similar occurrence with respect to a Mortgage Loan has
taken place on the part of any person, including without limitation, the
Mortgagor, any appraiser, any builder or developer, or any other party involved
in the origination of the Mortgage Loan or in the application of any insurance
in relation to such Mortgage Loan;

                           (iv) All payments due prior to the Cut-off Date have
been made and none of the Mortgage Loans will have been contractually delinquent
for more than one calendar month more than once since the origination thereof;

                           (v) Each Mortgage is a valid and enforceable first
lien on the Mortgaged Property, including all improvements thereon, subject only
to (a) the lien of nondelinquent current real property taxes and assessments,
(b) covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage or 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 and (c) 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;

                           (vi) Immediately prior to the sale of the Mortgage
Loans to the Purchaser,
the Seller had good title to, and was the sole legal and beneficial owner of,
each Mortgage Loan free and clear of any pledge, lien, encumbrance or security
interest and has full right and authority, subject to no interest or
participation of, or agreement with, any other party to sell and assign the
same;

                           (vii) There is no delinquent tax or assessment lien
against any Mortgaged
Property;




<PAGE>


                                       -8-


                           (viii) There is no valid offset, defense or
counterclaim to any Mortgage Note or Mortgage, including the obligation of the
Mortgagor to pay the unpaid principal of or interest on such Mortgage Note, nor
will the operation of any of the terms of the Mortgage Note and the Mortgage, or
the exercise of any right thereunder, render the Mortgage unenforceable, in
whole or in part, or subject to any valid right of rescission, set-off,
counterclaim or defense, including the defense of usury and no such valid right
of rescission, set-off, counterclaim or defense has been asserted with respect
thereto;

                           (ix) There are no mechanics' liens or claims for
work, labor or material rendered to the Mortgaged Property affecting any
Mortgaged Property which are or may be a lien prior to, or equal with, the lien
of the related Mortgage, except those which are insured against by the title
insurance policy referred to in (xiii) below;

                           (x) Subject to the Escrow Withhold referred to in
(xx) below, each Mortgaged Property is free of material damage and is in good
repair;

                           (xi) Each Mortgage Loan at origination complied in
all material respects with applicable local, state and federal laws, including
without limitation, usury, equal credit opportunity, real estate settlement
procedures, truth-in-lending, disclosure laws and all applicable predatory and
abusive lending laws, and consummation of the transactions contemplated hereby
will not involve the violation of any such laws;

                           (xii) Neither the Seller nor any prior holder of any
Mortgage has modified the Mortgage in any material respect (except that a
Mortgage Loan may have been modified by a written instrument which has been
recorded, if necessary, to protect the interests of the Purchaser and which has
been delivered to the Trustee); satisfied, canceled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in whole
or in part from the lien of such Mortgage; or executed any instrument of
release, cancellation, modification or satisfaction with respect thereto;

                           (xiii) A lender's policy of title insurance together
with a condominium endorsement, extended coverage endorsement, and an adjustable
rate mortgage endorsement (each as applicable) in an amount at least equal to
the Cut-off Date principal balance of each such Mortgage Loan or a commitment
(binder) to issue the same was effective on the date of the origination of each
Mortgage Loan, each such policy is valid and remains in full force and effect,
the transfer of the related Mortgage Loan to the Purchaser will not affect the
validity or enforceability of such policy and each such policy was issued by a
title insurer qualified to do business in the jurisdiction where the Mortgaged
Property is located and in a form acceptable to Fannie Mae or Freddie Mac, which
policy insures the Seller and successor owners of indebtedness secured by the
insured Mortgage, as to the first priority lien of the Mortgage; no claims have
been made under such lender's title insurance policy and no prior holder of the
related Mortgage, including the Seller, has



<PAGE>


                                       -9-


done, by act or omission, anything which would impair the coverage of such
lender's title insurance policy;

                           (xiv) Each Mortgage Loan was originated in accordance
with the underwriting standards as set forth in the Prospectus Supplement by a
savings and loan association, savings bank, commercial bank, credit union,
insurance company or similar institution which is supervised and examined by a
federal or state authority (including a mortgage broker), or by a mortgagee
approved by the Secretary of Housing and Urban Development pursuant to Sections
203 and 211 of the National Housing Act;

                           (xv) With respect to each Adjustable-Rate Mortgage
Loan, on each adjustment date, the Mortgage Rate will be adjusted to equal the
Index plus the Gross Margin, rounded to the nearest 0.125%, subject to the
Periodic Rate Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate. The
related Mortgage Note is payable on the first day of each month in
self-amortizing monthly installments of principal and interest, with interest
payable in arrears, and requires a monthly payment which is sufficient to fully
amortize the outstanding principal balance of the Mortgage Loan over its
remaining term and to pay interest at the applicable Mortgage Rate. No Mortgage
Loan is subject to negative amortization;

                           (xvi) All of the improvements which were included for
the purpose of determining the appraised value of the 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, if any, which are insured against by the lender's title
insurance policy referred to in (xiii) above;

                           (xvii) All inspections, licenses and certificates
required to be made or issued with respect to all occupied portions of the
Mortgaged Property including but not limited to certificates of occupancy, have
been made or obtained from the appropriate authorities and the Mortgaged
Property is lawfully occupied under applicable law except as may otherwise be
insured against by the lender's title insurance policy referred to in (xiii)
above;

                           (xviii) All parties which have had any interest in
the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or,
during the period in which they held and disposed of such interest, were) in
compliance with any and all applicable licensing requirements of the laws of the
state wherein the Mortgaged Property is located;

                           (xix) The Mortgage Note and the related Mortgage are
genuine, and each is the legal, valid and binding obligation of the maker
thereof, enforceable in accordance with its terms and with applicable laws. 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;




<PAGE>


                                      -10-


                           (xx) The proceeds of each Mortgage Loan 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,
except any Mortgaged Property or Mortgage Loan subject to an Escrow Withhold as
defined in the Seller's underwriting guidelines. All costs, fees and expenses
incurred in making, closing or recording the Mortgage Loans were paid;

                           (xxi) The related 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 foreclosure.
There is no homestead or other exemption available to the Mortgagor which would
materially interfere with the right to sell the Mortgaged Property at a
trustee's sale or the right to foreclose the Mortgage;

                           (xxii) 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 Purchaser to
the trustee under the deed of trust, except in connection with a trustee's sale
after default by the Mortgagor;

                           (xxiii) 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
the Mortgage or the related Mortgage Note;

                           (xxiv) The origination, collection and servicing
practices used by the Seller (or its affiliates) with respect to each Mortgage
Loan have been in all material respects legal, proper, reasonable and customary
in the subprime mortgage origination and servicing business;

                           (xxv) There is no pledged account or other security
other than real estate securing the Mortgagor's obligations;

                           (xxvi) No Mortgage Loan has a shared appreciation
feature, or other contingent interest feature;

                           (xxvii) The improvements upon each Mortgaged Property
are covered by a valid and existing hazard insurance policy with a generally
acceptable carrier that provides for fire extended coverage and such other
hazards as are customary in the area where the Mortgaged Property is located
representing coverage not less than the lesser of the outstanding principal
balance of the related Mortgage Loan or the minimum amount required to
compensate for damage or loss on a replacement cost basis. All individual
insurance policies and flood policies referred to in clause (xxviii) below
contain a standard mortgagee clause naming the Seller or the original mortgagee,
and



<PAGE>


                                      -11-


its successors in interest, as mortgagee, and the Seller has received no notice
that any premiums due and payable thereon have not been paid; the Mortgage
obligates the Mortgagor thereunder to maintain all such insurance, including
flood 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, except as may be limited or restricted by
applicable law;

                           (xxviii) If the Mortgaged Property is in an area
identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy in a form meeting the
requirements of the current guidelines of the Flood Insurance Administration is
in effect with respect to such Mortgaged Property with a generally acceptable
carrier in an amount representing coverage not less than the least of (A) the
original outstanding principal balance of the Mortgage Loan, (B) the minimum
amount required to compensate for damage or loss on a replacement cost basis or
(C) the maximum amount of insurance that is available under the Flood Disaster
Protection Act of 1973;

                           (xxix) There is no default, breach, violation or
event of acceleration existing under the Mortgage or the related Mortgage Note;
and the Seller has not waived any default, breach, violation or event of
acceleration;

                           (xxx) Each Mortgaged Property is improved by a one-
to four-family residential dwelling, including condominium units and dwelling
units in planned unit developments, which does not include (a) cooperatives or
(b) mobile homes and manufactured homes (as defined in the Fannie Mae
Seller-Servicer's Guide), except when the appraisal indicates that (i) the
mobile or manufactured home was built under the Federal Manufactured Home
Construction and Safety Standards of 1976 or (ii) otherwise assumes the
characteristics of site-built housing and meets local building codes, is readily
marketable, has been permanently affixed to the site, is not in a mobile home
"park," and is treated as real property under the applicable state law. With
respect to any Mortgage Loan that is secured by a leasehold estate: (a) the
lease is valid, in full force and effect; (b) all rents and other payments due
under the lease have been paid; (c) the lessee is not in default under any
provision of the lease; (d) the term of the lease exceeds the maturity date of
the related Mortgage Loan by at least five (5) years; and (e) the Mortgagee
under the Mortgage Loan is given notice and an opportunity to cure any defaults
under the lease;

                           (xxxi) There is no obligation on the part of the
Seller or any other party under the terms of the Mortgage or related Mortgage
Note to make payments in lieu of or in addition to those made by the Mortgagor;

                           (xxxii) Any future advances made prior to the related
Purchase Date have been consolidated with the outstanding principal amount
secured by the Mortgage, and the secured principal amount, as consolidated,
bears a single interest rate and single repayment term reflected



<PAGE>


                                      -12-


on the Mortgage Loan Schedule. The consolidated principal amount does not exceed
the original principal amount of the Mortgage Loan;

                           (xxxiii) Each Mortgage Loan was underwritten in
accordance with the Seller's underwriting guidelines;

                           (xxxiv) The Mortgage File contains an appraisal which
was either (i) performed by an appraiser who satisfied, and which was conducted
in accordance with, all of the applicable requirements of the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, as amended or (ii)
conducted in accordance with an insured valuation model;

                           (xxxv) None of the Mortgage Loans is a graduated
payment mortgage loan, nor is any Mortgage Loan subject to a temporary buydown
or similar arrangement;

                           (xxxvi) [Reserved];

                           (xxxvii) The Mortgage Loans comply in all material
respects with the descriptions set forth under the captions "The Mortgage Pool"
and Annex III in the Depositor's Prospectus Supplement, dated the date hereof
(the "Prospectus Supplement");

                           (xxxviii) The Mortgage contains an enforceable
provision for the acceleration of the payment of the unpaid principal balance of
the Mortgage Loan in the event that the related Mortgaged Property is sold or
transferred without the prior written consent of the mortgagee thereunder,
except as may be limited by applicable law;

                           (xxxix) The information set forth in the Prepayment
Charge Schedule 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 upon the full
and voluntary prepayment by the Mortgagor under applicable law (except to the
extent that: (1) the enforceability thereof may be limited by bankruptcy,
insolvency, moratorium, receivership and other similar laws relating to
creditors' rights generally; or (2) the collectability thereof may be limited
due to acceleration in connection with a foreclosure or other involuntary
payoff);

                           (xl) Each Mortgage Loan is an obligation that is
principally secured by real property for purposes of the REMIC Provisions of the
Code;

                           (xli) The Mortgage Loans are not subject to the
requirements of the Home Ownership and Equity Protection Act of 1994 ("HOEPA")
and no Mortgage Loan is subject to, or in violation of, any applicable state or
local law, ordinance or regulation similar to HOEPA. No Mortgage Loan is a High
Cost Loan as defined by the HOEPA or any other applicable predatory or abusive
lending laws;



<PAGE>


                                      -13-


                           (xlii) No proceeds from any Mortgage Loan were used
to finance single- premium credit insurance policies;

                           (xliii) Any Mortgage Loan originated before October
1, 2002, and any non- subprime Mortgage Loans, will not impose a Prepayment
Charge for a term in excess of five (5) years and no subprime Mortgage Loan
originated on or after October 1, 2002 will impose a Prepayment Charge for a
term in excess of three (3) years;

                           (xliv) No Mortgage Loan that is secured by property
located in the State of Georgia is either a "Covered Loan" or "High Cost Home
Loan" within the meaning of the Georgia Fair Lending Act, as amended (the
"Georgia Act");

                           (xlv) No Mortgagor has currently requested any relief
under the Servicemembers' Civil Relief Act or similar state laws;

                           (xlvi) No Mortgage Loan secured by a Mortgaged
Property located in Georgia was originated on or after October 1, 2002 and
before March 7, 2003;

                           (xlvii) Each Group I Mortgage Loan is in compliance
with the anti-predatory lending eligibility for purchase requirements of Fannie
Mae's Selling Guide;

                           (xlviii) No Mortgage Loan is a "High Cost Home Loan"
as defined in New York Banking Law 6-1;

                           (xlix) The methodology used in underwriting the
extension of credit for each Group I Mortgage Loan employs objective
mathematical principles which relate the Mortgagor's income, assets and
liabilities to the proposed payment and such underwriting methodology does not
rely on the extent of the Mortgagor's equity in the collateral as the principal
determining factor in approving such credit extension. Such underwriting
methodology confirmed that at the time of origination (application/approval) the
Mortgagor had a reasonable ability to make timely payments on such Group I
Mortgage Loan;

                           (l) With respect to any Group I Mortgage Loan that
contains a provision permitting imposition of a charge upon a prepayment prior
to maturity: (i) prior to the Group I Mortgage Loan's origination, the Mortgagor
agreed to such charge in exchange for a monetary benefit, including but not
limited to a rate or fee reduction, (ii) prior to the Group I Mortgage Loan's
origination, the Mortgagor was offered the option of obtaining a mortgage loan
that did not require payment of such a charge, (iii) the prepayment charge is
disclosed to the Mortgagor in the loan documents pursuant to applicable state
and federal law and (iv) notwithstanding any state or federal law to the
contrary, the Master Servicer shall not impose such prepayment charge in any
instance when the mortgage debt is accelerated as the result of the Mortgagor's
default in making the loan payments;



<PAGE>


                                      -14-


                           (li) No Mortgagor was required to purchase any credit
life, disability, accident or health insurance product as a condition of
obtaining the extension of credit. No Mortgagor obtained a prepaid single
premium credit life, disability, accident or health insurance policy in
connection with the origination of a Group I Mortgage Loan. No proceeds from any
Group I Mortgage Loan were used to purchase single premium credit insurance
policies as part of the origination of, or as a condition to closing, such Group
I Mortgage Loan;

                           (lii) All points and fees related to each Group I
Mortgage Loan were disclosed in writing to the Mortgagor in accordance with
applicable state and federal law and regulation. Except in the case of a Group I
Mortgage Loan in an original principal amount of less than $60,000 which would
have resulted in an unprofitable origination, no Mortgagor was charged "points
and fees" (whether or not financed) in an amount greater than 5% of the
principal amount of such loan and such 5% limitation is calculated in accordance
with Fannie Mae's anti-predatory lending requirements as set forth in the Fannie
Mae Selling Guide;

                           (liii) All fees and charges (including finance
charges) and whether or not financed, assessed, collected or to be collected in
connection with the origination and servicing of each Group I Mortgage Loan has
been disclosed in writing to the Mortgagor in accordance with applicable state
and federal law and regulation;

                           (liv) The Master Servicer will transmit full-file
credit reporting data for each Group I Mortgage Loan pursuant to Fannie Mae
Guide Announcement 95-19 and for each Group I Mortgage Loan, the Master Servicer
agrees that it shall report one of the following statuses each month as follows:
new origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed or
charged-off;

                           (lv) No Mortgage Loan is a "High-Cost Home Loan" as
defined under the Arkansas Home Loan Protection Act, effective as of July 14,
2003;

                           (lvi) No Mortgage Loan is a "High-Cost Home Loan" as
defined under Kentucky State Statute KRS 360.100, effective as of June 25, 2003;

                           (lvii) No Mortgage Loan is a "High-Cost Home Loan" as
defined in the New Jersey Home Ownership Act, effective as of November 27, 2003;

                           (lviii) No Mortgage Loan is a "High-Cost Home Loan"
as defined in the New Mexico Home Loan Protection Act, effective as of January
1, 2004;

                           (lix) No Mortgage Loan is a "High-Risk Home Loan" as
defined in the Illinois High-Risk Home Loan Act, effective as of January 1,
2004;




<PAGE>


                                      -15-


                           (lx) The Prepayment Charges included in the
transaction are enforceable and originated in compliance with all applicable
federal, state and local law;

                           (lxi) No Mortgage Loan in the transaction originated
in the City of Oakland is subject to the City of Oakland California Ordinance
12361 as a home loan;

                           (lxii) No Mortgage Loan in the transaction originated
in the City of Los Angeles is subject to the City of Los Angeles California
Ordinance 175008 as a home loan;

                           (lxiii) No Mortgage Loan, except as identified in
detail to the Rating Agencies, is a Section 10 mortgage under the Oklahoma Home
Ownership and Equity Protection Act;

                           (lxiv) No Mortgage Loan is a "High-Cost Home Loan" as
defined under the Maine House Bill 383 L.D. 494, effective as of September 13,
2003;

                           (lxv) No Mortgage Loan is a "Home Loan" as defined
under the Nevada Assembly Bill No. 284, effective as of October 1, 2003, and the
Nevada home loans comply with all applicable laws;

                           (lxvi) With respect to any Group I Mortgage Loan, no
borrower was encouraged or required to select a mortgage loan product offered by
the Group I Mortgage Loan's originator which is a higher cost product designed
for less creditworthy borrowers, unless at the time of the Group I Mortgage
Loan's origination, such borrower did not qualify taking into account credit
history and debt-to-income ratios for a lower-cost credit product then offered
by the Group I Mortgage Loan's originator; and

                           (lxvii) No loan is a high cost loan or a covered
loan, as applicable (as such terms are defined in Standard & Poor's LEVELS
Version 5.6 Glossary Revised, Appendix E; however no representation can be made
regarding Mortgage Loans in Los Angeles, California. But each Mortgage Loan
originated in Los Angeles, California is in compliance with each of the
representations and warranties set forth in (i) through (lxvi) above).


                  SECTION 7. REPURCHASE OBLIGATION FOR DEFECTIVE DOCUMENTATION
                             AND FOR BREACH OF REPRESENTATION AND WARRANTY.

                  (a) The representations and warranties contained in Section 6
shall not be impaired by any review and examination of loan files or other
documents evidencing or relating to the Mortgage Loans or any failure on the
part of the Purchaser to review or examine such documents and shall inure to the
benefit of any assignee, transferee or designee of the Purchaser, including the
Trustee for the benefit of the Certificateholders.



<PAGE>


                                      -16-


                  Upon discovery by the Seller, the Purchaser or any assignee,
transferee or designee of the Purchaser of any materially defective document in,
or that any material document was not transferred by the Seller (as listed on
the Trustee's Preliminary Exception Report) as part of, any Mortgage File or of
a breach of any of the representations and warranties contained in Section 5 or
Section 6 that materially and adversely affects the value of any Mortgage Loan
or the interest therein of the Purchaser or the Purchaser's assignee, transferee
or designee (it being understood that with respect to the representations and
warranties set forth in (xli), (xlii), (xliii), (xliv) and (xlvi) of Section 6
herein, a breach of any such representation or warranty shall in and of itself
be deemed to materially adversely affect the interest therein of the Purchaser
and the Purchaser's assignee, transferee or designee), the party discovering the
breach shall give prompt written notice to the others. Within ninety (90) days
of its discovery or its receipt of notice of any such missing documentation
which was not transferred to the Purchaser as described above or materially
defective documentation or any such breach of a representation and warranty (it
being understood that with respect to the representations and warranties set
forth in (xli), (xlii), (xliii), (xliv) and (xlvi) of Section 6 herein, a breach
of any such representation or warranty shall in and of itself be deemed to
materially adversely affect the interest therein of the Purchaser and the
Purchaser's assignee, transferee or designee), the Seller promptly shall deliver
such missing document or cure such defect or breach in all material respects, or
in the event the Seller cannot deliver such missing document or such defect or
breach cannot be cured, the Seller shall, within ninety (90) days of its
discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan
at a price equal to the Purchase Price or (ii) pursuant to the provisions of the
Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from
the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans.
In the event that any Mortgage Loan is subject to a breach of the representation
and warranty in Section 6(xxxix) resulting in the Master Servicer's inability to
collect all or part of the Prepayment Charge from the Mortgagor, in lieu of
repurchase, the Seller shall be obligated to remit to the Master Servicer (for
deposit in the Collection Account) any shortfall in the Prepayment Charge
collected upon the Mortgagor's voluntary Principal Prepayment.

                  Notwithstanding the foregoing, within ninety (90) days of the
earlier of discovery by the Seller or receipt of notice by the Seller of the
breach of the representation of the Seller set forth in Section 6(xxxix) above,
which materially and adversely affects the interests of the Holders of the Class
P Certificates in any Prepayment Charge, the Seller shall pay the amount of the
scheduled Prepayment Charge, for the benefit of the Holders of the Class P
Certificates, by depositing such amount into the Collection Account, net of any
amount previously collected by the Master Servicer and paid by the Master
Servicer, for the benefit of the Holders of the Class P Certificates, in respect
of such Prepayment Charge.

                  The Seller shall amend the Closing Schedule to reflect the
withdrawal of such Mortgage Loan from the terms of this Agreement and the
Pooling and Servicing Agreement and the addition, if any, of a Qualified
Substitute Mortgage Loan. The Seller shall deliver to the Purchaser such amended
Closing Schedule and shall deliver such other documents as are required by this
Agreement or the Pooling and Servicing Agreement within five (5) days of any
such amendment.



<PAGE>


                                      -17-


Any repurchase pursuant to this Section 7(a) shall be accomplished by deposit in
the Collection Account of the amount of the Purchase Price in accordance with
Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or
substitution required by this Section shall be made in a manner consistent with
Section 2.03 of the Pooling and Servicing Agreement.

                  In addition, upon discovery by the Seller, the Purchaser, or
any assignee, transferee or designee of the Purchaser that any Mortgage Loan
does not constitute a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code, the party discovering the breach shall give prompt
written notice within five (5) Business Days to the others. Within ninety (90)
days of its discovery or its receipt of notice, the Seller promptly shall either
(i) repurchase the affected Mortgage Loan at the Purchase Price (as such term is
defined in the Pooling and Servicing Agreement) or (ii) pursuant to the
provisions of the Pooling and Servicing Agreement, cause the removal of such
Mortgage Loan from the Trust Fund and substitute one or more Qualified
Substitute Mortgage Loans.

                  (b) It is understood and agreed that the obligations of the
Seller set forth in this Section 7 to cure, remit a Prepayment Charge shortfall,
repurchase or substitute for a defective Mortgage Loan constitute the sole
remedies of the Purchaser against the Seller respecting a missing or defective
material document or a breach of the representations and warranties contained in
Section 5 or Section 6.

                  SECTION 8. CLOSING; PAYMENT FOR THE MORTGAGE LOANS. The
closing of the purchase and sale of the Mortgage Loans shall be held at the New
York City office of Thacher Proffitt & Wood LLP at 10:00 AM New York City time
on the Closing Date.

                  The closing shall be subject to each of the following
conditions:

                  (a)      All of the representations and warranties of the
                           Seller under this Agreement shall be true and correct
                           in all material respects as of the date as of which
                           they are made and no event shall have occurred which,
                           with notice or the passage of time, would constitute
                           a default under this Agreement;

                  (b)      The Purchaser shall have received, or the attorneys
                           of the Purchaser shall have received in escrow (to be
                           released from escrow at the time of closing), all
                           Closing Documents as specified in Section 9 of this
                           Agreement, in such forms as are agreed upon and
                           acceptable to the Purchaser, duly executed by all
                           signatories other than the Purchaser as required
                           pursuant to the respective terms thereof;

                  (c)      The Seller shall have delivered or caused to be
                           delivered and released to the Purchaser or to its
                           designee, all documents (including without
                           limitation, the



<PAGE>


                                      -18-


                           Mortgage Loans) required to be so delivered by the
                           Purchaser pursuant to Section 2.01 of the Pooling and
                           Servicing Agreement; and

                  (d)      All other terms and conditions of this Agreement
                           shall have been complied with.

                  Subject to the foregoing conditions, the Purchaser shall
deliver or cause to be delivered to the Seller on the Closing Date, against
delivery and release by the Seller to the Trustee of all documents required
pursuant to the Pooling and Servicing Agreement, the consideration for the
Mortgage Loans as specified in Section 3 of this Agreement, by delivery to the
Seller of the Purchase Price.

                  SECTION 9. CLOSING DOCUMENTS. Without limiting the generality
of Section 8 hereof, the closing shall be subject to delivery of each of the
following documents:

                  (a)      (i) An Officers' Certificate of the Seller, dated the
                           Closing Date, in form satisfactory to and upon which
                           the Purchaser and the Underwriters may rely, and
                           attached thereto copies of the certificate of
                           incorporation, by-laws and certificate of good
                           standing of the Seller under the laws of Delaware and
                           stating that the information contained in the
                           Prospectus Supplement, relating to the Mortgage
                           Loans, the Seller, and the applicable loan portfolio,
                           is true and accurate in all material respects and
                           does not contain any untrue statement of a material
                           fact or omit to state a material fact required to be
                           stated therein or necessary to make the statements
                           therein, in light of the circumstances under which
                           they were made, not misleading and (ii) if the Class
                           M-7 Certificates, Class CE Certificates and/or Class
                           P Certificates are offered on the Closing Date
                           pursuant to a Private Placement Memorandum, the
                           Seller shall deliver an Officer's Certificate stating
                           that the same information contained in such Private
                           Placement Memorandum is true and accurate in all
                           material respects;

                  (b)      An Officers' Certificate of the Seller, dated the
                           Closing Date, in form satisfactory to and upon which
                           the Purchaser and the Underwriters may rely, with
                           respect to certain facts regarding the sale of the
                           Mortgage Loans by the Seller to the Purchaser;

                  (c)      An Opinion of Counsel of the Seller, dated the
                           Closing Date, in form satisfactory to and addressed
                           to the Purchaser and the Underwriters;

                  (d)      Such opinions of counsel from the Purchaser's or
                           Seller's counsel as the Rating Agencies may request
                           in connection with the sale of the Mortgage Loans by
                           the Seller to the Purchaser or the Seller's execution
                           and delivery of,



<PAGE>


                                      -19-


                           or performance under, this Agreement and upon which
                           the Underwriters may rely;

                  (e)      A letter from Deloitte & Touche L.L.P., certified
                           public accountants, dated the date hereof and to the
                           effect that they have performed certain specified
                           procedures as a result of which they determined that
                           certain information of an accounting, financial or
                           statistical nature set forth in the Prospectus
                           Supplement, under the captions "Summary of Prospectus
                           Supplement", "Risk Factors", "The Mortgage Pool",
                           "Yield on the Certificates", "Description of the
                           Certificates", "Pooling and Servicing Agreement--The
                           Seller and Master Servicer", Annex II and Annex III
                           and in the Private Placement Memorandum, under the
                           caption "Yield on the Certificates", agrees with the
                           records of the Seller;

                  (f)      The Seller shall deliver for inclusion in the
                           Prospectus Supplement, under the captions "The
                           Mortgage Pool--Underwriting Standards;
                           Representations" and "Pooling and Servicing
                           Agreement--The Seller and Master Servicer", or for
                           inclusion in other offering material, such publicly
                           available information regarding its financial
                           condition and its mortgage loan delinquency,
                           foreclosure and loss experience, underwriting
                           standards, lending activities and loan sales,
                           production, and servicing and collection practices,
                           and any similar nonpublic, unaudited financial
                           information; and

                  (g)      Such further information, certificates, opinions and
                           documents as the Purchaser or the Underwriters may
                           reasonably request.

                  SECTION 10. COSTS. The Seller shall pay (or shall reimburse
the Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) all costs and expenses incurred in connection with the
transfer and delivery of the Mortgage Loans, including without limitation,
assignment of mortgage recording costs and/or fees for title policy endorsements
and continuations, the fees and expenses of the Seller's in-house accountants
and in-house attorneys, the costs and expenses incurred in connection with
producing the Seller's loan loss, foreclosure and delinquency experience, and
the costs and expenses incurred in connection with obtaining the documents
referred to in Sections 9(d) and 9(e) to the extent such costs and expenses were
not previously paid by the Seller. The Seller shall pay (or shall reimburse the
Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) the costs and expenses of printing (or otherwise reproducing)
and delivering this Agreement, the Pooling and Servicing Agreement, the
Certificates, the prospectus, the Prospectus Supplement, and the Private
Placement Memorandum relating to the Certificates and other related documents,
the initial fees, costs and expenses of the Trustee relating to the issuance of
the initial certification of the Trustee under Section 2.02 of the Pooling and
Servicing Agreement, the fees and expenses of the Seller's counsel in connection
with the preparation of all documents relating to the securitization of the
Mortgage



<PAGE>


                                      -20-


Loans, the filing fee charged by the Securities and Exchange Commission for
registration of the Certificates, the cost of outside special counsel that may
be required for the Purchaser, the cost of obtaining the documents referred to
in Section 9(g) and the fees charged by any rating agency to rate the
Certificates. All other costs and expenses in connection with the transactions
contemplated hereunder shall be borne by the party incurring such expense.

                  SECTION 11. RESERVED.

                  SECTION 12. RESERVED.

                  SECTION 13. MANDATORY DELIVERY; GRANT OF SECURITY INTEREST.
The sale and delivery on the Closing Date of the Mortgage Loans described on the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an award of
money damages would be insufficient to compensate the Purchaser for the losses
and damages incurred by the Purchaser in the event of the Seller's failure to
deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
grants to the Purchaser a lien on and a continuing security interest in the
Seller's interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller of
its obligation hereunder, and the Seller agrees that it holds such Mortgage
Loans in custody for the Purchaser, subject to the Purchaser's (i) right, prior
to the Closing Date, to reject any Mortgage Loan to the extent permitted by this
Agreement and (ii) obligation to deliver or cause to be delivered the
consideration for the Mortgage Loans pursuant to Section 8 hereof. Any Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released from
the security interest created hereby. The Seller agrees that, upon acceptance of
the Mortgage Loans by the Purchaser or its designee and delivery of payment to
the Seller, that its security interest in the Mortgage Loans shall be released.
All rights and remedies of the Purchaser under this Agreement are distinct from,
and cumulative with, any other rights or remedies under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.

         Notwithstanding the foregoing, if on the Closing Date, each of the
conditions set forth in Section 8 hereof shall have been satisfied and the
Purchaser shall not have paid or caused to be paid the Purchase Price, or any
such condition shall not have been waived or satisfied and the Purchaser
determines not to pay or cause to be paid the Purchase Price, the Purchaser
shall immediately affect the redelivery of the Mortgage Loans, if delivery to
the Purchaser has occurred and the security interest created by this Section 13
shall be deemed to have been released.

                  SECTION 14. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by telex or telegraph and confirmed by a similar mailed writing, if
to the Purchaser, addressed to the Purchaser at 1100 Town & Country Road, Suite
1100, Orange, California 92868, Facsimile: (714) 564-9639, Attention: General
Counsel, or such



<PAGE>


                                      -21-


other address as may hereafter be furnished to the Seller in writing by the
Purchaser; if to the Seller, addressed to the Seller at 1100 Town & Country
Road, Suite 1100, Orange, California 92868, Facsimile: (714) 564-9639,
Attention: General Counsel, or to such other address as the Seller may designate
in writing to the Purchaser.

                  SECTION 15. SEVERABILITY OF PROVISIONS. Any part, provision,
representation or warranty of this Agreement which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation or warranty of this Agreement which
is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.

                  SECTION 16. AGREEMENT OF PARTIES. The Seller and the Purchaser
agree to execute and deliver such instruments and take such actions as either of
the others may, from time to time, reasonably request in order to effectuate the
purpose and to carry out the terms of this Agreement and the Pooling and
Servicing Agreement.

                  SECTION 17. SURVIVAL. The Seller agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the Purchaser, notwithstanding any investigation heretofore or
hereafter made by the Purchaser or on its behalf, and that the representations,
warranties and agreements made by the Seller herein or in any such certificate
or other instrument shall survive the delivery of and payment for the Mortgage
Loans and shall continue in full force and effect, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes and notwithstanding
subsequent termination of this Agreement, the Pooling and Servicing Agreement or
the Trust Fund.

                  SECTION 18. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (EXCLUDING THE CHOICE OF LAW
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.

                  SECTION 19. MISCELLANEOUS. This Agreement may be executed in
two or more counterparts, each of which when so executed and delivered shall be
an original, but all of which together shall constitute one and the same
instrument. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. This Agreement



<PAGE>


                                      -22-


supersedes all prior agreements and understandings relating to the subject
matter hereof. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
NIMS Insurer, if any, shall be a third party beneficiary hereof and may enforce
the terms hereof as if a party hereto.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in
Section 4 hereof be, and be construed as, a sale of the Mortgage Loans by the
Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller
to the Purchaser to secure a debt or other obligation of the Seller. However, in
the event that, notwithstanding the aforementioned intent of the parties, the
Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof
shall be deemed to be a grant by the Seller to the Purchaser of a security
interest in all of the Seller's right, title and interest in and to the Mortgage
Loans and all amounts payable to the holders of the Mortgage Loans in accordance
with the terms thereof and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Collection Account whether
in the form of cash, instruments, securities or other property; (3) the
possession by the Purchaser or its agent of Mortgage Notes, the related
Mortgages and such other items of property that constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession" for
purposes of perfecting the security interest pursuant to the New York Uniform
Commercial Code; and (4) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the
Purchaser for the purpose of perfecting such security interest under applicable
law. Any assignment of the interest of the Purchaser pursuant to Section 4(d)
hereof shall also be deemed to be an assignment of any security interest created
hereby. The Seller and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of this Agreement and the Pooling and Servicing Agreement.





<PAGE>



                  IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed by their respective officers thereunto duly authorized
as of the date first above written.

                                            AMERIQUEST MORTGAGE COMPANY


                                            By:________________________________
                                            Name:
                                            Title:


                                            AMERIQUEST MORTGAGE SECURITIES
                                            INC.


                                            By:________________________________
                                            Name:
                                            Title:






<PAGE>



                                    EXHIBIT E

                        REQUEST FOR RELEASE OF DOCUMENTS

         To:      Deutsche Bank National Trust Company,
                  1761 East St. Andrew Place
                  Santa Ana, CA 92705-4934
                  Attn: Trust Administration - AQ04R5

         Re:            Pooling and Servicing Agreement, dated as of June 1,
                        2004 among Ameriquest Mortgage Securities Inc., as
                        Depositor, Ameriquest Mortgage Company, as Seller and
                        Master Servicer, and Deutsche Bank National Trust
                        Company, as Trustee
                        -----------------------------------------------------

                  In connection with the administration of the Mortgage Loans
held by you as Trustee pursuant to the above-captioned Pooling and Servicing
Agreement, we request the release, and hereby acknowledge receipt, of the
Trustee's Mortgage File for the Mortgage Loan described below, for the reason
indicated.

MORTGAGE LOAN NUMBER:

MORTGAGOR NAME. ADDRESS & Zip Code:

REASON FOR REQUESTING DOCUMENTS (check one):

_______  1. Mortgage Paid in Full

_______  2. Foreclosure

_______  3. Substitution

_______  4. Other Liquidation (Repurchases, etc.)

_______  5. Nonliquidation                      Reason: ______________

Address to which Trustee should deliver the Trustee's Mortgage File:


By: ____________________________________
              (authorized signer)


Issuer: ________________________________
Address: _______________________________
Date: __________________________________

Trustee


                                       E-1

<PAGE>




Deutsche Bank National Trust Company

         Please acknowledge the execution of the above request by your signature
and date below:

         ____________________________                ___________________
         Signature                                   Date


         Documents returned to Trustee:

         ____________________________                ___________________
         Trustee                                     Date









                                       E-2

<PAGE>



                                   EXHIBIT F-1

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                          [DATED]

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934

                           Re:      Ameriquest Mortgage Securities Inc.,
                                    Asset-Backed Pass- Through Certificates,
                                    Series 2004-R5, Class CE, P, R, R-X
                                    representing a ___% Percentage Interest
                                    ---------------------------------------

Ladies and Gentlemen:

                  In connection with the transfer by ________________ (the
"Transferor") to ________________ (the "Transferee") of the captioned mortgage
pass-through certificates (the "Certificates"), the Transferor hereby certifies
as follows:

                  Neither the Transferor nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, (e) has taken any other action that (in the case of each of
subclauses (a) through (d) above) would constitute a distribution of the
Certificates under the Securities Act of 1933, as amended (the "1933 Act"), or
would render the disposition of any Certificate a violation of Section 5 of the
1933 Act or any state securities law or would require registration or
qualification pursuant thereto. The Transferor will not act, nor has it
authorized or will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to any Certificate. The Transferor will not
sell or otherwise transfer any of the Certificates, except in compliance with
the provisions of that certain Pooling and Servicing Agreement, dated as of June
1, 2004, among Ameriquest Mortgage Securities Inc. as Depositor, Ameriquest
Mortgage Company as Master Servicer and Deutsche Bank National Trust Company as
Trustee (the "Pooling and Servicing Agreement"), pursuant to which Pooling and
Servicing Agreement the Certificates were issued.




                                      F-1-1

<PAGE>



                  Capitalized terms used but not defined herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

                                             Very truly yours,

                                             [Transferor]

                                             By:______________________________
                                             Name:
                                             Title:












                                      F-1-2

<PAGE>



                    FORM OF TRANSFEREE REPRESENTATION LETTER

                                                       [Date]

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934

         Re:      Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through
                  Certificates, Series 2004-R5, Class CE, P, R, R-X representing
                  a ___% Percentage Interest
                  --------------------------------------------------------------


Ladies and Gentlemen:

                  In connection with the purchase from ______________________
(the "Transferor") on the date hereof of the captioned trust certificates (the
"Certificates"), _______________ (the "Transferee") hereby certifies as follows:

                  1. The Transferee is a "qualified institutional buyer" as that
         term is defined in Rule 144A ("Rule 144A") under the Securities Act of
         1933, as amended (the "1933 Act") and has completed either of the forms
         of certification to that effect attached hereto as Annex 1 or Annex 2.
         The Transferee is aware that the sale to it is being made in reliance
         on Rule 144A. The Transferee is acquiring the Certificates for its own
         account or for the account of a qualified institutional buyer, and
         understands that such Certificate may be resold, pledged or transferred
         only (i) to a person reasonably believed to be a qualified
         institutional buyer that purchases for its own account or for the
         account of a qualified institutional buyer to whom notice is given that
         the resale, pledge or transfer is being made in reliance on Rule 144A,
         or (ii) pursuant to another exemption from registration under the 1933
         Act.

                  2. The Transferee has been furnished with all information
         regarding (a) the Certificates and distributions thereon, (b) the
         nature, performance and servicing of the Mortgage Loans, (c) the
         Pooling and Servicing Agreement referred to below, and (d) any credit
         enhancement mechanism associated with the Certificates, that it has
         requested.

                  All capitalized terms used but not otherwise defined herein
have the respective meanings assigned thereto in the Pooling and Servicing
Agreement, dated as of June 1, 2004, among Ameriquest Mortgage Securities Inc.
as Depositor, Ameriquest Mortgage Company as Master Servicer and Deutsche Bank
National Trust Company as Trustee, pursuant to which the Certificates were
issued.

                                              [TRANSFEREE]

                                              By: ______________________________
                                              Name:
                                              Title:




                                      F-1-3

<PAGE>



                             ANNEX 1 TO EXHIBIT F-1
                             ----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------


          [For Transferees Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and Deutsche Bank National Trust Company as
Trustee, with respect to the mortgage pass-through certificates (the
"Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
entity purchasing the Certificates (the "Transferee").

                  2. In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A") because (i) the
Transferee owned and/or invested on a discretionary basis ____________________/1
in securities (except for the excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

         ___      CORPORATION, ETC. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

         ___      BANK. The Transferee (a) is a national bank or banking
                  institution organized under the laws of any State, territory
                  or the District of Columbia, the business of which is
                  substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

         ___      SAVINGS AND LOAN. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least 1Transferee must own and/or
                  invest on a discretionary basis at least $100,000,000 in
                  securities unless Transferee is a dealer, and, in that case,
                  Transferee must own and/or invest on a discretionary basis at
                  least $10,000,000 in securities. $25,000,000 as demonstrated
                  in its latest annual financial statements, a copy of which is
                  attached hereto.

         ___      BROKER-DEALER. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.


                                   F-Annex-1-4

<PAGE>



         ___      INSURANCE COMPANY. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, territory or the District of Columbia.

         ___      STATE OR LOCAL PLAN. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

         ___      ERISA PLAN. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974, as amended.

         ___      INVESTMENT ADVISOR. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

                  3. The term "Securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S. or
any instrumentality thereof, (iv) bank deposit notes and certificates of
deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities
owned but subject to a repurchase agreement and (viii) currency, interest rate
and commodity swaps.

                  4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee used the cost of such securities to the Transferee and did not
include any of the securities referred to in the preceding paragraph. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

                  5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.

         _____     _____    Will the Transferee be purchasing the Certificates
         Yes       No       only for the Transferee's own account?

                  6. If the answer to the foregoing question is "no", the
Transferee agrees that, in connection with any purchase of securities sold to
the Transferee for the account of a third party (including any separate account)
in reliance on Rule 144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional buyer" within the
meaning of Rule 144A. In addition, the Transferee agrees that the Transferee
will not purchase securities for a third


                                   F-Annex-1-5

<PAGE>



party unless the Transferee has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

                  7. The Transferee will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's purchase of the
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties updated annual financial statements promptly after they become
available.

Dated:

                                              Print Name of Transferee


                                              By:______________________________
                                              Name:
                                              Title:












                                   F-Annex-1-6

<PAGE>



                             ANNEX 2 TO EXHIBIT F-1
                             ----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That Are Registered Investment Companies]

                  The undersigned hereby certifies as follows to [name of
Transferor] (the "Transferor") and Deutsche Bank National Trust Company, as
Trustee, with respect to the mortgage pass-through certificates (the
"Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the entity purchasing the
Certificates (the "Transferee") or, if the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because the Transferee is part of a Family
of Investment Companies (as defined below), is such an officer of the investment
adviser (the "Adviser").

                  2. In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as defined in Rule 144A because
(i) the Transferee is an investment company registered under the Investment
Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone,
or the Transferee's Family of Investment Companies, owned at least $100,000,000
in securities (other than the excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used.

         ____ The Transferee owned $___________________ in securities (other
than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated in accordance
with Rule 144A).

         ____ The Transferee is part of a Family of Investment Companies which
owned in the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).

                  3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

                  4. The term "Securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) securities issued or
guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.



                                   F-Annex-2-1

<PAGE>



                  5. The Transferee is familiar with Rule 144A and understands
that the parties to which this certification is being made are relying and will
continue to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A. In addition, the Transferee will
only purchase for the Transferee's own account.

                  6. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Certificates will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.




                                   F-Annex-2-2

<PAGE>



Dated:

                                             Print Name of Transferee or Advisor

                                             By: ____________________________
                                             Name:
                                             Title:

                                             IF AN ADVISER:

                                             ________________________________
                                             Print Name of Transferee














                                   F-Annex-2-3

<PAGE>


                    FORM OF TRANSFEREE REPRESENTATION LETTER

         The undersigned hereby certifies on behalf of the purchaser named below
(the "Purchaser") as follows:

         1. I am an executive officer of the Purchaser.

         2. The Purchaser is a "qualified institutional buyer", as defined in
Rule 144A, ("Rule 144A") under the Securities Act of 1933, as amended.

         3. As of the date specified below (which is not earlier than the last
day of the Purchaser's most recent fiscal year), the amount of "securities",
computed for purposes of Rule 144A, owned and invested on a discretionary basis
by the Purchaser was in excess of $100,000,000.

Name of Purchaser     __________________________________________________________

By:    (Signature)    __________________________________________________________

Name of Signatory     __________________________________________________________

Title    _______________________________________________________________________

Date of this certificate   _____________________________________________________

Date of information provided in paragraph 3  ___________________________________










                                   F-Annex-2-4

<PAGE>


                                  EXHIBIT F-2

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF NEW YORK             )
                              : ss.:
COUNTY OF NEW YORK            )

                  ____________________________, being duly sworn, deposes,
represents and warrants as follows:

                  1. I am a ______________________ of
____________________________ (the "Owner") a corporation duly organized and
existing under the laws of ______________, the record owner of Ameriquest
Mortgage Securities Inc., Asset-Backed Pass-Through Certificates, Series
2004-R5, [Class R][ Class R-X] (the "Residual Certificates"), on behalf of whom
I make this affidavit and agreement. Capitalized terms used but not defined
herein have the respective meanings assigned thereto in the Pooling and
Servicing Agreement pursuant to which the Residual Certificates were issued.

                  2. The Owner (i) is and will be a "Permitted Transferee" as of
____________________, 2004 and (ii) is acquiring the Residual Certificates for
its own account or for the account of another Owner from which it has received
an affidavit in substantially the same form as this affidavit. A "Permitted
Transferee" is any person other than a "disqualified organization" or a
possession of the United States. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

                  3. The Owner is aware (i) of the tax that would be imposed on
transfers of the Residual Certificates to disqualified organizations under the
Internal Revenue Code of 1986, as amended, that applies to all transfers of the
Residual Certificates after March 31, 1988; (ii) that such tax would be on the
transferor or, if such transfer is through an agent (which person includes a
broker, nominee or middleman) for a non-Permitted Transferee, on the agent;
(iii) that the person otherwise liable for the tax shall be relieved of
liability for the tax if the transferee furnishes to such person an affidavit
that the transferee is a Permitted Transferee and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
each of the Residual Certificates may be a "noneconomic residual interest"
within the meaning of proposed Treasury regulations promulgated under the Code
and that the transferor of a "noneconomic residual interest" will remain liable
for any taxes due with respect to the income on such residual interest, unless
no significant purpose of the transfer is to impede the assessment or collection
of tax.



                                      F-2-1

<PAGE>



                  4. The Owner is aware of the tax imposed on a "pass-through
entity" holding the Residual Certificates if, at any time during the taxable
year of the pass-through entity, a non- Permitted Transferee is the record
holder of an interest in such entity. (For this purpose, a "pass- through
entity" includes a regulated investment company, a real estate investment trust
or common trust fund, a partnership, trust or estate, and certain cooperatives.)

                  5. The Owner is aware that the Certificate Registrar will not
register the transfer of any Residual Certificate unless the transferee, or the
transferee's agent, delivers to the Certificate Registrar, among other things,
an affidavit in substantially the same form as this affidavit. The Owner
expressly agrees that it will not consummate any such transfer if it knows or
believes that any of the representations contained in such affidavit and
agreement are false.

                  6. The Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificates will only be
owned, directly or indirectly, by an Owner that is a Permitted Transferee.

                  7. The Owner's taxpayer identification number is ____________.

                  8. The Owner has reviewed the restrictions set forth on the
face of the Residual Certificates and the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement under which the Residual Certificates were
issued (in particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event that the Owner holds such
Certificate in violation of Section 5.02(d)); and that the Owner expressly
agrees to be bound by and to comply with such restrictions and provisions.

                  9. The Owner is not acquiring and will not transfer the
Residual Certificates in order to impede the assessment or collection of any
tax.

                  10. The Owner anticipates that it will, so long as it holds
the Residual Certificates, have sufficient assets to pay any taxes owed by the
holder of such Residual Certificates, and hereby represents to and for the
benefit of the person from whom it acquired the Residual Certificates that the
Owner intends to pay taxes associated with holding such Residual Certificates as
they become due, fully understanding that it may incur tax liabilities in excess
of any cash flows generated by the Residual Certificates.

                  11. The Owner has no present knowledge that it may become
insolvent or subject to a bankruptcy proceeding for so long as it holds the
Residual Certificates.

                  12. The Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.

                  13. The Owner is not acquiring the Residual Certificates with
the intent to transfer the Residual Certificates to any person or entity that
will not have sufficient assets to pay any taxes owed by the holder of such
Residual Certificates, or that may become insolvent or subject to a bankruptcy
proceeding, for so long as the Residual Certificates remain outstanding.


                                      F-2-2

<PAGE>



                  14. The Owner will, in connection with any transfer that it
makes of the Residual Certificates, obtain from its transferee the
representations required by Section 5.02(d) of the Pooling and Servicing
Agreement under which the Residual Certificate were issued and will not
consummate any such transfer if it knows, or knows facts that should lead it to
believe, that any such representations are false.

                  15. The Owner will, in connection with any transfer that it
makes of the Residual Certificates, deliver to the Certificate Registrar an
affidavit, which represents and warrants that it is not transferring the
Residual Certificates to impede the assessment or collection of any tax and that
it has no actual knowledge that the proposed transferee: (i) has insufficient
assets to pay any taxes owed by such transferee as holder of the Residual
Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
for so long as the Residual Certificates remains outstanding; and (iii) is not a
"Permitted Transferee".

                  16. The Owner is a citizen or resident of the United States, a
corporation or partnership (or other entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States, any state thereof or the District of Columbia
(except, in the case of a partnership or entity treated as a partnership, to the
extent provided in regulations), an estate the income of which is subject to
United States federal income taxation regardless of its source or a trust other
than a "foreign trust" described in section 7701(a)(31) of the Code.












                                      F-2-3

<PAGE>



                  IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
__________, 200__.


                                           [OWNER]

                                           By:_________________________________
                                           Name:
                                           Title:   [Vice] President

ATTEST:

By:      ______________________________
Name:
Title:   [Assistant] Secretary


                  Personally appeared before me the above-named, known or proved
to me to be the same person who executed the foregoing instrument and to be a
[Vice] President of the Owner, and acknowledged to me that [he/she] executed the
same as [his/her] free act and deed and the free act and deed of the Owner.

                  Subscribed and sworn before me this ____ day of __________,
200__.



                                                ________________________________
                                                           Notary Public

                                                County of ______________________
                                                State of _______________________

                                                My Commission expires:














                                      F-2-4

<PAGE>


                          FORM OF TRANSFEROR AFFIDAVIT

STATE OF NEW YORK           )
                            : ss. :
COUNTY OF NEW YORK          )

                  _______________________________________, being duly sworn,
deposes, represents and warrants _____________________________ as follows:

                  1. I am a ____________________ of (the "Owner"), a corporation
duly organized and existing under the laws of ______________, on behalf of whom
I make this affidavit.

                  2. The Owner is not transferring the [Class R] [Class R-X]
(the "Residual Certificates") to impede the assessment or collection of any tax.

                  3. The Owner has no actual knowledge that the Person that is
the proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.

                  4. The Owner understands that the Purchaser has delivered to
the Certificate Registrar a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit F-2. The Owner does
not know or believe that any representation contained therein is false.

                  5. At the time of transfer, the Owner has conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Owner has determined that the Purchaser has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Owner understands that the transfer of a
Residual Certificate may not be respected for United States income tax purposes
(and the Owner may continue to be liable for United States income taxes
associated therewith) unless the Owner has conducted such an investigation.

                  6. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Pooling and Servicing Agreement.









                                      F-2-5

<PAGE>



                  IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 200__.


                                             [OWNER]

                                             By: _______________________________
                                             Name:
                                             Title:   [Vice] President


ATTEST:

By:      ______________________________
Name:
Title:   [Assistant] Secretary



                  Personally appeared before me the above-named, known or proved
to me to be the same person who executed the foregoing instrument and to be a
[Vice] President of the Owner, and acknowledged to me that [he/she] executed the
same as [his/her] free act and deed and the free act and deed of the Owner.

                  Subscribed and sworn before me this ____ day of __________,
200__.



                                             ___________________________________
                                                         Notary Public

                                             County of _________________________
                                             State of __________________________

                                             My Commission expires:













<PAGE>



                                    EXHIBIT G

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                               _____________, 200__


Ameriquest Mortgage Securities Inc.         Deutsche Bank National Trust Company
1100 Town & Country Road                    1761 East St. Andrew Place
Orange, California 92868                    Santa Ana, California 92705-4934
Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

                  Re:      Ameriquest Mortgage Securities Inc., Asset-Backed
                           Pass-Through Certificates, Series 2004-R5, Class CE,
                           P, R, R-X

Dear Ladies and Gentlemen:

         __________________________________ (the "Transferee") intends to
acquire from _____________________ (the "Transferor") $____________ Initial
Certificate Principal Balance of Ameriquest Mortgage Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2004-R5, Class ___ (the
"Certificates"), issued pursuant to a Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") dated as of June 1, 2004 among Ameriquest
Mortgage Securities Inc. as depositor (the "Depositor"), Ameriquest Mortgage
Company as master servicer (the "Master Servicer") and Deutsche Bank National
Trust Company as trustee (the "Trustee"). Capitalized terms used herein and not
otherwise defined shall have the meanings assigned thereto in the Pooling and
Servicing Agreement. The Transferee hereby certifies, represents and warrants
to, and covenants with the Depositor, the Trustee and the Master Servicer that
the following statements in either (1) or (2) are accurate:

                  The Certificates (i) are not being acquired by, and will not
be transferred to, any employee benefit plan within the meaning of section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and insurance
company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code") (any of the
foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan
within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ss.
2510.3- 101, and (iii) will not be transferred to any entity that is deemed to
be investing in plan assets within the meaning of the DOL regulation at 29
C.F.R.ss.2510.3-101.



                                       G-1

<PAGE>




                                             Very truly yours,


                                             By: ______________________________
                                             Name:
                                             Title:




                                       G-2

<PAGE>



                                    EXHIBIT H

                              FORM OF CAP CONTRACTS

                             Available Upon Request












                                       H-1

<PAGE>



                                    EXHIBIT I

                           LOSS MITIGATION ACTION PLAN

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
DEFAULT MITIGATION ACTION                    SUPPORTING STANDARDS
--------------------------------------------------------------------------------------------
<S>                                          <C>
Forbearance Workout                          Borrower documents a temporary financial
Defer any of the following:                  hardship resulting in request for a forbearance
1.accrued interest                           Borrower documents financial ability to pay
2.past due principal                         under the proposed forbearance terms
3.escrow advances                            Borrower expresses a willingness to perform.
4.corporate advances                         Current monthly payments are scheduled to be
5.ancillary fees                             made prior to late charge date during the
6.any combination of the above               forbearance term
--------------------------------------------------------------------------------------------
Loan Modification Workout                    Borrower documents a non-temporary financial
Any of the following:                        hardship resulting in the request for a loan
1.waive accrued interest                     modification
2.waive past due principal                   Borrower documents financial ability to pay
3.waive corporate advances                   under the proposed loan modification terms
4.waive ancillary fees                       Borrower does not have the ability to pay under
5.reduce principal                           the original loan terms
6.reduce interest rate                       Borrower expresses a willingness to perform
7.any combination of the above items         No waiver of escrow advances (taxes and
8.any combination with the Forbearance       insurance) is allowed
items
--------------------------------------------------------------------------------------------
Short Sale Disposal                          Sale to a third party
Waive or negotiate a reduced amount of       Independent appraisal supports sale price
any of the following:                        No cash to seller (borrower), excluding costs
1.accrued interest                           necessary to close
2.principal                                  Borrower does not have the ability and/or
3.escrow advances                            willingness to pay
4.corporate advances                         Borrower no longer wants property
5.ancillary fees
6.prepayment charges
7.any combination of the above items
--------------------------------------------------------------------------------------------
Short pay-off Disposal                       Refinance by independent third party Lender
Waive or negotiate a reduced amount of       Independent appraisal supports new loan amount
any of the following:                        New loan is no cash out (i.e. no cash to borrower
1.accrued interest                           excluding costs necessary to close)
2.principal                                  Borrower has expressed his/her unwillingness to
3.escrow advances                            pay
4.corporate advances                         Anticipated refinance time frame is less than
5.ancillary fees                             anticipated foreclosure time frame
6.prepayment charges
7.any combination of the above items
--------------------------------------------------------------------------------------------
</TABLE>



                                       I-1

<PAGE>


--------------------------------------------------------------------------------
DEFAULT MITIGATION ACTION         SUPPORTING STANDARDS
--------------------------------------------------------------------------------
Deed-in-lieu Disposal             Borrower has already or will abandon the
---------------------             property or is willing to vacate the property
                                  (in a broom sweep condition) on a mutually
                                  agreeable date
                                  Borrower does not have the ability and/or
                                  willingness to pay
                                  Independent appraisal confirms property has a
                                  value
                                  Title is clean
                                  Property appears to be resalable based on
                                  condition and value shown in independent
                                  appraisal
                                  Property does not appear to have any
                                  environmental or hazardous conditions (or such
                                  conditions appear to be curable)
--------------------------------------------------------------------------------
Foreclosure Disposal              Borrower has already or will abandon the
--------------------              property (which may be by an eviction
                                  proceeding or mutual agreement)
                                  Borrower does not have the ability and/or
                                  willingness to pay
                                  Independent appraisal confirms property has a
                                  value
                                  Property appears to be resalable based on
                                  condition and value shown in independent
                                  appraisal
                                  Property does not appear to have any
                                  environmental or hazardous conditions (or such
                                  conditions appear to be curable)
--------------------------------------------------------------------------------

         Workouts in the form of either a Forbearance or Loan Modification
require that the Borrower document the existence of a financial hardship leading
to the payment delinquency and document the ability to make the payments
required under the proposed Forbearance or Loan Modification. If the Borrower
fails to meet both of these conditions or the Borrower is uncooperative, a
Disposal Loss Mitigation Action will be employed to liquidate the delinquent
loan, assuming the Borrower does not otherwise cure the existing default. Each
of the Default Mitigation Actions and Supporting Standards may not be applicable
to each and every loan subject to a default in its monthly payments and in those
cases where a Default Mitigation Action or Supporting Standard may be
applicable, each is subject to amendment and/or waiver on an individual basis
pursuant to applicable federal, state and local laws, decisional authorities,
court orders, instructions of regulatory and/or other governmental authorities,
the advice of legal counsel, instructions from the Trustee and changes in the
loan servicing standards.


                                       I-2

<PAGE>



                                   EXHIBIT J-1

        FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

                  Re:      Ameriquest Mortgage Securities Inc.,
                           Asset-Backed Certificates, Series 2004-R5
                           -----------------------------------------

                  I, [identify the certifying individual], 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
Ameriquest Mortgage Securities Inc., Asset-Backed Certificates, Series 2004-R5;

                  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, or similar, agreement, for inclusion in these reports is
included in these reports;

                  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, or similar, agreement,
and except as disclosed in the reports, the servicer has fulfilled its
obligations under the 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, or similar,
agreement, that is included in these reports.

                  In giving the certifications above, I have reasonably relied
on information provided to me by the following unaffiliated parties: Deutsche
Bank National Trust Company.

                                    AMERIQUEST MORTGAGE SECURITIES INC.

                                              Date: ___________________

                                              _________________________
                                              [Signature]
                                              [Title]



                                      J-1-1

<PAGE>




                                   EXHIBIT J-2

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE TRUSTEE

                  Re:   Ameriquest Mortgage Securities Inc.,
                        Asset-Backed Certificates, Series 2004-R5
                        -----------------------------------------

                  I, [identify the certifying individual], a [title] of Deutsche
Bank National Trust Company, as Trustee, hereby certify to Ameriquest Mortgage
Securities Inc. (the "Depositor"), and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification,
that:

                  1. I have reviewed the annual report on Form 10-K for the
fiscal year [___], and all reports on Form 8-K containing distribution reports
filed in respect of periods included in the year covered by that annual report,
of the Depositor relating to the above-referenced trust;

                  2. Based on my knowledge, the information in these
distribution reports prepared by the Trustee, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period
covered by that annual report; and

                  3. Based on my knowledge, the distribution information
required to be provided by the Trustee under the Pooling and Servicing Agreement
is included in these distribution reports.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated June 1,
2004 (the "Pooling and Servicing Agreement"), among the Depositor as depositor,
Ameriquest Mortgage Company as master servicer and Deutsche Bank National Trust
Company as trustee.

                                         DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                         as Trustee


                                         By:__________________________________
                                         Name:
                                         Title:
                                         Date:





                                      J-2-1

<PAGE>



                                    EXHIBIT K

             ANNUAL STATEMENT OF COMPLIANCE PURSUANT TO SECTION 3.19

                             Available Upon Request














                                       K-1

<PAGE>



                                   SCHEDULE 1

                             MORTGAGE LOAN SCHEDULE

                                 Filed By Paper
















                                  Schedule-1-1

<PAGE>


                                   SCHEDULE 2

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request














                                  Schedule-2-1