AMERIQUEST MORTGAGE SECURITIES INC.

                                    Depositor



                           AMERIQUEST MORTGAGE COMPANY

                                 Master Servicer



                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY


                                     Trustee




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







                     Asset-Backed Pass-Through Certificates

                                 Series 2004-IA1

<PAGE>

<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS

SECTION                                                                                                        PAGE
-------                                                                                                        ----
<S>                                                                                                            <C>
                                                     ARTICLE I

                                                    DEFINITIONS

         SECTION 1.01.     Defined Terms..........................................................................4
         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 I and 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.............................................65
         SECTION 3.02.     Collection of Certain Mortgage Loan Payments..........................................67
         SECTION 3.03.     [Reserved]............................................................................68
         SECTION 3.04.     Collection Account, Escrow Account and Distribution Account...........................68
         SECTION 3.05.     Permitted Withdrawals From the Collection Account, Escrow
                           Account and Distribution Account......................................................72
         SECTION 3.06.     Investment of Funds in the Collection Account, the Escrow Account,
                           the REO Account and the Distribution Account..........................................75
         SECTION 3.07.     Payment of Taxes, Insurance and Other Charges.........................................77
         SECTION 3.08.     Maintenance of Hazard Insurance.......................................................77
         SECTION 3.09.     Maintenance of Mortgage Blanket Insurance.............................................78


                                                        ii

<PAGE>


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

         SECTION 3.10.     Fidelity Bond; Errors and Omissions Insurance.........................................78
         SECTION 3.11.     Enforcement of Due-On-Sale Clauses; Assumption Agreements.............................79
         SECTION 3.12.     Realization Upon Defaulted Mortgage Loans.............................................80
         SECTION 3.13.     Title, Management and Disposition of REO Property.....................................81
         SECTION 3.14.     [Reserved]............................................................................85
         SECTION 3.15.     Reports of Foreclosure and Abandonment of Mortgaged Properties.
                            .....................................................................................85
         SECTION 3.16.     Optional Purchase of Defaulted Mortgage Loans.........................................85
         SECTION 3.17.     Trustee to Cooperate; Release of Mortgage Files.......................................86
         SECTION 3.18.     Servicing Compensation................................................................87
         SECTION 3.19.     Statement as to Compliance............................................................88
         SECTION 3.20.     Independent Public Accountants' Servicing Report......................................88
         SECTION 3.21.     Access to Certain Documentation.......................................................89
         SECTION 3.22.     [Reserved]............................................................................89
         SECTION 3.23.     Advance Facility......................................................................89

                                                    ARTICLE IV

                                          PAYMENTS TO CERTIFICATEHOLDERS

         SECTION 4.01.     Distributions.........................................................................91
         SECTION 4.02.     Statements to Certificateholders......................................................97
         SECTION 4.03.     Remittance Reports and Other Reports to the Trustee; Advances;
                           Payments in Respect of Prepayment Interest Shortfalls................................101
         SECTION 4.04.     Allocation of Realized Losses........................................................103
         SECTION 4.05.     Compliance with Withholding Requirements.............................................105
         SECTION 4.06.     Commission Reporting.................................................................105
         SECTION 4.07.     [Reserved]...........................................................................107
         SECTION 4.08.     [Reserved]...........................................................................107
         SECTION 4.09.     [Reserved]...........................................................................107
         SECTION 4.10      Net WAC Rate Carryover Reserve Account...............................................107

                                                     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........................................................118

                                                    ARTICLE VI


                                                        iii

<PAGE>

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

                                       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.........................................................134
         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....................................................................136
         SECTION 8.09.     Merger or Consolidation of Trustee...................................................136
         SECTION 8.10.     Appointment of Co-Trustee or Separate Trustee........................................136
         SECTION 8.11.     Appointment of Custodians............................................................137
         SECTION 8.12.     Appointment of Office or Agency......................................................138


                                                        iiv

<PAGE>


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

         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
</TABLE>



                                                        v

<PAGE>



Exhibits
--------

Exhibit A-1       Form of Class A-1 Certificate
Exhibit A-2       Form of Class A-2 Certificate
Exhibit A-3       Form of Class A-3 Certificate
Exhibit A-4       Form of Class M-1 Certificate
Exhibit A-5       Form of Class M-2 Certificate
Exhibit A-6       Form of Class M-3 Certificate
Exhibit A-7       Form of Class M-4 Certificate
Exhibit A-8       Form of Class M-5 Certificate
Exhibit A-9       Form of Class M-6 Certificate
Exhibit A-10      Form of Class M-7 Certificate
Exhibit A-11      Form of Class M-8 Certificate
Exhibit A-12      Form of Class M-9 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





                                       vi

<PAGE>

                  This Pooling and Servicing Agreement, is dated and effective
as of September 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>
<CAPTION>
                                      REMIC I                           Initial                    Latest Possible
       Designation                Remittance Rate                Uncertificated Balance            Maturity Date(1)
       -----------                ---------------                ----------------------            ----------------
<S>                                 <C>                          <C>                              <C>
         I-LTAA                     Variable(2)                  $    294,005,127.47              October 25, 2034
         I-LTA1                     Variable(2)                  $      1,414,000.00              October 25, 2034
         I-LTA2                     Variable(2)                  $        574,000.00              October 25, 2034
         I-LTA3                     Variable(2)                  $        517,050.00              October 25, 2034
         I-LTM1                     Variable(2)                  $        112,500.00              October 25, 2034
         I-LTM2                     Variable(2)                  $        106,500.00              October 25, 2034
         I-LTM3                     Variable(2)                  $         33,000.00              October 25, 2034
         I-LTM4                     Variable(2)                  $         69,000.00              October 25, 2034
         I-LTM5                     Variable(2)                  $         28,500.00              October 25, 2034
         I-LTM6                     Variable(2)                  $         27,000.00              October 25, 2034
         I-LTM7                     Variable(2)                  $         21,000.00              October 25, 2034
         I-LTM8                     Variable(2)                  $         31,500.00              October 25, 2034
         I-LTM9                     Variable(2)                  $         22,500.00              October 25, 2034
         I-LTZZ                     Variable(2)                  $      3,043,554.64              October 25, 2034
          I-LTP                     Variable(2)                  $            100.00              October 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 REMIC I
         Regular Interest.
(2)      Calculated in accordance with the definition of "REMIC I Remittance
         Rate" herein.






<PAGE>



                                    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-1                    Variable(2)             $   141,000,000.00               October 25, 2034
            Class A-2                    Variable(2)             $    57,400,000.00               October 25, 2034
            Class A-3                    Variable(2)             $    51,705,000.00               October 25, 2034
            Class M-1                    Variable(2)             $    11,250,000.00               October 25, 2034
            Class M-2                    Variable(2)             $    10,650,000.00               October 25, 2034
            Class M-3                    Variable(2)             $     3,300,000.00               October 25, 2034
            Class M-4                    Variable(2)             $     6,900,000.00               October 25, 2034
            Class M-5                    Variable(2)             $     2,850,000.00               October 25, 2034
            Class M-6                    Variable(2)             $     2,700,000.00               October 25, 2034
            Class M-7                    Variable(2)             $     2,100,000.00               October 25, 2034
            Class M-8                    Variable(2)             $     3,150,000.00               October 25, 2034
            Class M-9                    Variable(2)             $     2,250,000.00               October 25, 2034
        Class CE Interest               Variable(2)(3)           $     4,350,232.11               October 25, 2034
        Class P Interest                    N/A(4)               $           100.00               October 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, 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 Class
of Certificates.



<TABLE>
<CAPTION>
                                                                   Initial Aggregate
                                                                 Certificate Principal             Latest Possible
           Designation                 Pass-Through Rate                Balance                   Maturity Date(1)
           -----------                 -----------------                -------                   ----------------
<S>                                      <C>                       <C>                            <C>
      Class CE Certificates              Variable(2)               $   4,350,232.11               October 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 will evidence the sole class
of "residual interests" in REMIC IV for purposes of the REMIC Provisions. 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 Class of Certificates:



<TABLE>
<CAPTION>
                                                                   Initial Aggregate
                                                                 Certificate Principal             Latest Possible
           Designation                 Pass-Through Rate                Balance                   Maturity Date(1)
           -----------                 -----------------                -------                   ----------------
<S>                                      <C>                     <C>                              <C>
      Class P Certificates               Variable(2)             $         100.00                 October 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 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 Mortgage Loans had an aggregate
Scheduled Principal Balance equal to $300,005,332.11.

                  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 shall 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 shall 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, 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


                                        6

<PAGE>



on or prior to the Determination Date 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


                                        7

<PAGE>



A Certificates and (ii) the Mezzanine Certificates, together, forms of which are
attached hereto as Exhibit H.

                  "Certificate": Any one of the Depositor's Asset-Backed
Pass-Through Certificates, Series 2004-IA1, Class A-1, Class A-2, Class A-3,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9, Class CE, Class P and Class R, 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-1               I-LTA1                 0.250                0.500
      A-2               I-LTA2                 0.410                0.820
      A-3               I-LTA3                 0.650                1.300
      M-1               I-LTM1                 0.800                1.200
      M-2               I-LTM2                 0.900                1.350
      M-3               I-LTM3                 1.050                1.575
      M-4               I-LTM4                 1.500                2.250
      M-5               I-LTM5                 1.750                2.625
      M-6               I-LTM6                 2.220                3.330
      M-7               I-LTM7                 3.500                5.250



                                        8

<PAGE>




      M-8               I-LTM8                 3.500                5.250
      M-9               I-LTM9                 2.500                 3.75
         ----------
         (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 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,
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-1 Certificates,
the Class A-2 Certificates or the Class A-3 Certificates.

&&&

                  "Class A Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
aggregate Certificate Principal Balance of the Class A Certificates and (II) the
excess of (x) the aggregate Certificate Principal Balance of the Class A
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 67.00% 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
approximately $1,500,031.



                                        9

<PAGE>



                  "Class A-1 Certificate": Any one of the Class A-1 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-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-2 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-3 and
evidencing a Regular Interest in REMIC III 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 II 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-4 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) 74.50% 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
approximately $1,500,031.

                  "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


                                       10

<PAGE>



annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC II for
purposes of the REMIC Provisions.

                  "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) 81.60% 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 approximately $1,500,031.

                  "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-6 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)
83.80% 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 approximately $1,500,031.

                  "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


                                       11

<PAGE>



annexed hereto as Exhibit A-7 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 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) 88.40% 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
approximately $1,500,031.

                  "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-8 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) 90.30% 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


                                       12

<PAGE>



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 approximately
$1,500,031.

                  "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-9 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)
92.10% 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 approximately $1,500,031.

                  "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-10 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


                                       13

<PAGE>



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), (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) 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 approximately $1,500,031.

                  "Class M-8 Certificate": Any one of the Class M-8 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-8 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-8 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), (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), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 95.60% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving


                                       14

<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 (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
approximately $1,500,031.

                  "Class M-9 Certificate": Any one of the Class M-9 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-9 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-8 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), (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), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the payment of
the Class M-8 Principal Distribution Amount on such Distribution Date) and (x)
the Certificate Principal Balance of the Class M-9 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
97.10% 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 approximately $1,500,031.

                  "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.


                                       15

<PAGE>



                  "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-X Certificate": 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.

                  "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.

                  "Closing Date": September 20, 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-IA1." The Collection Account must be an Eligible Account.

                  "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 I
Regular Interest, as follows:



                                       16

<PAGE>




          REMIC I Regular Interest               Class
          ------------------------               -----
REMIC I Regular Interest I-LTA1                   A-1
REMIC I Regular Interest I-LTA2                   A-2
REMIC I Regular Interest I-LTA3                   A-3
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-LTM8                   M-8
REMIC I Regular Interest I-LTM9                   M-9
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 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.

                  "Cut-off Date": With respect to any Mortgage Loan, September
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


                                       17

<PAGE>



Stated 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 and with respect to modifications, measured as set forth
below), 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 "F-1" by Fitch and "A-1" by S&P (or comparable ratings if Fitch and
S&P are not the Rating Agencies).

                  "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.



                                       18

<PAGE>



                  "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-IA1." 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
October 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.

                  "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, "F-1" by


                                       19

<PAGE>



Fitch and "A-1+" by S&P (or comparable ratings if 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.

                  "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.



                                       20

<PAGE>



                  "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) One-Month 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.

                  "Highest Priority" shall be determined based on the following
order of priority, from highest to lowest: 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, the Class M-7 Certificates,
the Class M-8 Certificates and the Class M-9 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 and/or the Class R 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


                                       21

<PAGE>



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 shall 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 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, including, without
limitation, any recoveries under the related Insured AVM Policy, 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.

                  "Insured AVM Policy": With respect to any Mortgage Loan, the
related policy which provides coverage for certain losses related to the
valuation of such Mortgaged Property upon the liquidation of such Mortgaged
Property in an amount equal to the lesser of: (i) losses of principal and (ii)
the amount by which the Insured AVM overstated the Mortgaged Property's value at
origination.

                  "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.



                                       22

<PAGE>



                  "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-LTA1, REMIC I Regular Interest I-LTA2, REMIC I
Regular Interest I-LTA3, 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-LTM8 and REMIC I Regular
Interest I-LTM9 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 Certificates or Mezzanine
Certificates and the Class CE Certificates, the aggregate Accrued Certificate
Interest on the Certificates of such Class for such Distribution Date.

                  "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 Mortgage Loans.

                  "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 and the 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


                                       23

<PAGE>



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-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 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-LTA1, REMIC I
Regular Interest I-LTA2, REMIC I Regular Interest I- LTA3, 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-LTM8, REMIC I Regular Interest I-LTM9 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 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-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, 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-LTM8 and REMIC I Regular Interest I-LTM9 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.



                                       24

<PAGE>



                  "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
each class of Class A- Certificates and Mezzanine 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 Mortgage Loans, weighted on the basis
of the outstanding Stated Principal Balances 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 the
actual number of days elapsed in the related Interest Accrual Period and the
denominator of which is 30 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 Certificates and the Mezzanine Certificates
immediately prior to such Distribution Date.

                  "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-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular
Interest I-LTA3, 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-LTM8 and REMIC I Regular Interest
I-LTM9 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 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-LTA1, REMIC I
Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, 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-LTM8 and REMIC I Regular Interest I-LTM9 shall be


                                       25

<PAGE>



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, Class M-7 Certificates, Class M-8
Certificates and Class M-9 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.

                  "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, 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;


                                       26

<PAGE>



                  (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;

                  (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;



                                       27

<PAGE>



                  (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 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.

                  "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 each Adjustable-Rate
Mortgage Loan, (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,


                                       28

<PAGE>



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 Certificates and the Mezzanine Certificates, a per annum
rate equal to the product of (x) the weighted average of the Expense Adjusted
Net Mortgage Rates of the Mortgage Loans, weighted on the basis of the Stated
Principal Balances of the 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 Rates on the REMIC I Regular Interests, 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, if any, 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 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 for such
Class, in each case for the Interest Accrual Period for the current Distribution
Date.



                                       29

<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.

                  "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.

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

                  "One-Month LIBOR": With respect to the Adjustable-Rate
Certificates, REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
REMIC I Regular Interest I-LTA3, 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-LTM8 and
REMIC I Regular Interest I-LTM9 and any Interest Accrual Period therefor, the
rate determined by the


                                       30

<PAGE>



Trustee 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 shall 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 shall 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,
acceptable to the NIMS Insurer, if such opinion is delivered to the NIMS
Insurer, 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.


                                       31

<PAGE>



                  "Overcollateralization Target Amount": With respect to any
Distribution Date (i) prior to the Stepdown Date, 1.45% 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)
2.90% 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) $1,500,031, 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-LTA1, I-LTA2, I-LTA3, I-LTM1,
I-LTM2, I-LTM3, I-LTM4, I-LTM5, I-LTM6, I-LTM7, I-LTM8 and I-LTM9. 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-LTA1 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC I Regular Interest I-LTA1;



                                       32

<PAGE>



                  (C) 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;

                  (D) 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;

                  (E) 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;

                  (F) 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;

                  (G) 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;

                  (H) 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;

                  (I) 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;

                  (J) 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;

                  (K) 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;

                  (L) the REMIC I Remittance Rate for REMIC I Regular Interest
         I-LTM8 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC I Regular Interest I-LTM8;

                  (M) the REMIC I Remittance Rate for REMIC I Regular Interest
         I-LTM9 minus the Marker Rate, applied to an amount equal to the
         Uncertificated Balance of REMIC I Regular Interest I-LTM9;



                                       33

<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-9 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-9 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


                                       34

<PAGE>



         case of bankers' 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


                                       35

<PAGE>



plans, accounts or arrangements are invested, that are subject to ERISA and
Section 4975 of the Code.

                  "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


                                       36

<PAGE>



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 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 September 1, 2004) and
ending on the Determination Date of the calendar month in which such
Distribution Date occurs.

                  "Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
on the 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 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 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 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 amount of any Overcollateralization Increase Amount for such
Distribution Date; MINUS (v) the amount of any Overcollateralization Reduction
Amount for such Distribution Date. In no event will the Principal Distribution
Amount with respect to any Distribution Date be (x) less than zero or (y)
greater than the then outstanding aggregate Certificate Principal Balance of the
Class A and Mezzanine Certificates.

                  "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 amounts described in clauses (i) through (iii)
of the definition of Principal Distribution Amount.

                  "Prospectus Supplement": The Prospectus Supplement, dated
September 17, 2004, relating to the public offering of the Offered Certificates
(other than the Class M-9 Certificates).

                  "PTCE":  A Prohibited Transaction Class Exemption.



                                       37

<PAGE>



                  "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.

                  "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


                                       38

<PAGE>



Mortgage Loan, (xii) have a Prepayment Charge provision at least equal to the
Prepayment Charge provision of the Deleted Mortgage Loan, (xiii) not be more
than 59 or more days delinquent or any additional days delinquent than the
Deleted Mortgage Loan and (xiv) 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": 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 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). If the Master Servicer receives Subsequent
Recoveries with respect to any Mortgage Loan, the amount of Realized Losses with
respect to that Mortgage Loan will be reduced to the extent such recoveries are
applied to principal distributions on any Distribution Date.

                  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


                                       39

<PAGE>



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, shall 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,
shall 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.

                  "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
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.



                                       40

<PAGE>



                  "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 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)
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 Overcollateralization Target Amount": 1.00% of the
Overcollateralization Target Amount.

                  "REMIC I Overcollateralized Amount": With respect to any date
of determination, (i) 1.00% 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-LTA1, REMIC I Regular Interest I-LTA2,
REMIC I Regular Interest I-LTA3, 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


                                       41

<PAGE>



I-LTM7, REMIC I Regular Interest I-LTM8 and REMIC I Regular Interest I-LTM9, 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) 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-LTA1,
REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, 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-LTM8 and REMIC I Regular Interest I-LTM9 and the
denominator of which is the aggregate of the Uncertificated Balances of REMIC I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular
Interest I-LTA3, 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-LTM8, REMIC I Regular Interest
I-LTM9 and REMIC I Regular Interest I-LTZZ.

                  "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-LTA1, REMIC I Regular Interest
I-LTA2, REMIC I Regular Interest I-LTA3, 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-LTM8, REMIC
I Regular Interest I-LTM9, REMIC I Regular Interest I-LTZZ, REMIC I Regular
Interest I-LTP.

                  "REMIC I Remittance Rate": With respect to each REMIC I
Regular Interest, the weighted average of the Expense Adjusted Net Mortgage
Rates of the Mortgage Loans.

                  "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.

                  "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 Certificates (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.


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<PAGE>



                  "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 Interest or Class P Interest.

                  "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": J.P. Morgan Securities Inc.

                  "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 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)


                                       43

<PAGE>



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 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


                                       44

<PAGE>



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



                                       45

<PAGE>



                  "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.

                  "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


                                       46

<PAGE>



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 October 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 33.00%.

                  "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.

                  "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.



                                       47

<PAGE>



                  "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:



       CLASS                 PERCENTAGE
-------------------------------------------------
         A                     45.00%
        M-1                    58.25%
        M-2                    80.70%
        M-3                    91.65%
        M-4                    128.00%
        M-5                    153.00%
        M-6                    187.95%
        M-7                    228.45%
        M-8                    337.50%
        M-9                    512.05%

or

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



    DISTRIBUTION DATE OCCURRING IN              PERCENTAGE
--------------------------------------------------------------------
October 2007 through September 2008                4.00%
October 2008 through September 2009                5.25%
October 2009 through September 2010                6.25%
October 2010 and thereafter                        6.75%

                  "Trust": The express trust created hereunder in Section 2.01.



                                       48

<PAGE>



                  "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": 0.0084% 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 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 Regular
Interest for any Distribution Date, one month's interest at the REMIC Remittance
Rate applicable to such REMIC 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 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 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 Regular Interest
pursuant to Section 1.02. In addition, Uncertificated Interest with respect to
each Distribution Date, as to any REMIC Regular


                                       49

<PAGE>



Interest shall be reduced by Realized Losses, if any, allocated to such REMIC
Regular Interest pursuant to Section 1.02 and Section 4.04.

                  "Underwriters": J.P. Morgan Securities Inc. and Greenwich
Capital 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 J.P.
Morgan Securities Inc., for specific offerings in which J.P. Morgan Securities
Inc., or any person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with J.P. Morgan Securities
Inc., 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 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


                                       50

<PAGE>



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 shall 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 shall be
allocated to the Holders of the Class P Certificates and 1% of all Voting Rights
shall 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.

                  For purposes of calculating the amount of Uncertificated
Interest for the REMIC I Regular Interests 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 Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated among REMIC I Regular Interest I-LTA1,
REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, 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-LTM8, REMIC I Regular Interest I-LTM9 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.

                  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,


                                       51

<PAGE>



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.




                                       52

<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  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 assigned in blank, without
         recourse;

                  (iv) the original recorded intervening Assignment or
         Assignments 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;



                                       53

<PAGE>



                  (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 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


                                       54

<PAGE>



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, 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 Depositor does hereby establish, pursuant to the further
provisions of this Agreement and the laws of the State of New York, an express
trust (the "Trust") and Deutsche Bank National Trust Company is hereby appointed
as Trustee in accordance with the provisions of this Agreement. The parties
hereto acknowledge and agree that it is the policy and intention of the Trust to
acquire only Mortgage Loans meeting the requirements set forth in this
Agreement.

                  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 shall hold such
documents and the other documents delivered to it constituting a Mortgage File,
and that it holds or shall 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.


                                       55

<PAGE>



                  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, 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.



                                       56

<PAGE>



                  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 had knowledge or was notified of such missing document,
defect or breach, and if the Seller 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,


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<PAGE>



                  (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.

                  (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


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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 shall be retained by the Depositor or the Seller, as the case may
be. For the month of substitution, distributions to Certificateholders shall
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 shall 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, shall 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


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<PAGE>



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 shall 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, 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


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<PAGE>



         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 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


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<PAGE>



         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 shall 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 shall 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 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


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<PAGE>



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) 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 the 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.


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<PAGE>



                  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 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 interest 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 tot he 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 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 the 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, (iv) 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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<PAGE>



and (v) to 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


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         Mortgage Loan 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, (ii) extend the due dates
for the Monthly Payments due on a Mortgage Note for a period of not greater than
180 days or (iii) waive any provisions of any Mortgage Loan requiring the
related Mortgagor to submit to mandatory arbitration with respect to disputes
arising thereunder; 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


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of principal or interest, postponements, or indulgences collectively referred to
herein as "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;



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                  (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;

                  (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);

                  (viii) any amounts required to be deposited by the Master
         Servicer pursuant to Section 4.03(b); and

                  (ix) 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.



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                  (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

                  (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:


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                  (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);

                  (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 Carryover Reserve 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.



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                  (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.

                  (j) In order to comply with its duties under the U.S.A.
Patriot Act of 2001, 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 3.05. Permitted Withdrawals From the Collection
                                Account, Escrow Account and Distribution
                                Account.

                  (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;


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                  (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;

                  (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


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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;

                  (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,


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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.

                  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


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         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.

                  (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.

                  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


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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.

                  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
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 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.


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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 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 the 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 shall, to the extent it has knowledge of
any conveyance or prospective conveyance of any Mortgaged Property by any
Mortgagor (whether by absolute


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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 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 shall 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


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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 shall 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 shall 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, 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.



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                  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; provided, however, that the Master Servicer
shall not proceed with foreclosure or acceptance of a deed in lieu of
foreclosure if the estimated costs of the environmental clean up, as estimated
in the environmental audit report, together with the Advances made by the Master
Servicer and the estimated costs of foreclosure or acceptance of a deed in lieu
of foreclosure exceeds the estimated value of the Mortgaged Property. 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,
shall 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
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 shall 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 shall not result in the imposition on any Trust REMIC of taxes on


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"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 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


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Master Servicer owned the REO Property and if in the Master Servicer's judgment,
the payment of such amounts shall 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;

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 shall 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


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         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 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].



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                  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.

                  (ii) During the first full calendar 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 shall 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 calendar month following the calendar 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


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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 shall
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
shall 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 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


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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 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 shall 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


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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 calendar 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 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 shall 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


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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 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 shall 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), Section 3.05(a)(v) or Section 3.05(a)(vii)
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


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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 shall 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.




                                   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-LTA1, REMIC I Regular Interest I-LTA2, REMIC
         I Regular Interest I- LTA3, 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-LTM8, REMIC I Regular Interest I-LTM9, 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


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         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-LTA1, REMIC I
         Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, 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-LTM8 and REMIC I
         Regular Interest I-LTM9 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 Interests, in an amount
         equal to the remainder of the Available Funds for such Distribution
         Date after the distributions made pursuant to clause (i) above,
         allocated as follows:

                           (a) 98.00% of such remainder (other than amounts
                  payable under clause (c) below) to the Holders of REMIC I
                  Regular Interest I-LTAA and REMIC I Regular Interest I-LTP,
                  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
                  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) 2.00% of such remainder, first, to the Holders of
                  REMIC I Regular Interest I-LTA1, REMIC I Regular Interest
                  I-LTA2, REMIC I Regular Interest I- LTA3, 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-LTM8 and REMIC I Regular Interest I-LTM9, 1.00% of
                  and 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, and second, to the Holders of REMIC I Regular Interest
                  I-LTZZ, (other than amounts payable under clause (c) below),
                  until the Uncertificated Balance of such REMIC I Regular
                  Interest is reduced to zero; and

                           (c) 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


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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

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

                  (i) concurrently, to the Holders of the Class A 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) sequentially, to the Class M-1, Class M-2, Class M-3,
         Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
         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 Principal
         Distribution Amount and distribute to the Certificateholders the
         following amounts, in the following order of priority:

                  (i) to the Holders of the Class A Certificates (allocated
         among the Classes of Class A 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.

                  (ii) sequentially to the Class M-1, Class M-2, Class M-3,
         Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
         Certificates, in that order, in each case, until the Certificate
         Principal Balance of such Class has been reduced to zero.

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

                  (i) to the Holders of the Class A Certificates (allocated
         among the Classes of Class A Certificates in the priority described in
         Section 4.01(a)(5) below), up to an amount equal to the Class A
         Principal Distribution Amount, until the Certificate Principal Balances
         of such Classes have been reduced to zero.

                  (ii) 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;



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                  (iii) 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;

                  (iv) 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;

                  (v) 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;

                  (vi) 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;

                  (vii) 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;

                  (viii) 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;

                  (ix) to the Holders of the Class M-8 Certificates, the Class
         M-8 Principal Distribution Amount, until the Certificate Principal
         Balance thereof has been reduced to zero; and

                  (x) to the Holders of the Class M-9 Certificates, the Class
         M-9 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:

                  (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 as
         part of the Principal Distribution Amount 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, Class M-7, Class M-8 and
         Class M-9 Certificates, in that order, the related Interest Carry
         Forward Amount allocable to such Classes of Certificates;

                  (iii) sequentially, to the Holders of the Class M-1, Class
         M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8
         and Class M-9 Certificates, in that order, the related Allocated
         Realized Loss Amount allocable to such Classes of Certificates;


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                  (iv) 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;

                  (v) 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

                  (vi) 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 shall
         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)(a) With respect to the to the Class A Certificates, all
         principal distributions will be distributed sequentially to the Class
         A-1 Certificates, the Class A-2 Certificates and the Class A-3
         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 Class A 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 3.04 shall be applied to increase the
Certificate 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 shall 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:


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                  FIRST, concurrently, to the Holders of each Class of Class A
Certificates, 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;

                  SECOND, sequentially, to the Holders of each Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
M-9 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 the Holders of 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 Holders of each Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
M-9 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 Carryover 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 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 shall 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 shall be made in like manner, but only upon
presentment and surrender of such Certificate


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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 shall 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 shall 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

               (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


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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;

              (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


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         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;

              (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;



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

              (xviii) the 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

              (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/invr. Assistance in using the website can be
obtained by calling the Trustee's investor relations 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 investor
relations 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.



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                  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.

                  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 shall 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


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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.

                  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 shall 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


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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 shall 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 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


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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-9 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; SECOND, to the Class M-8 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; THIRD, to the
Class M-7 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; FOURTH, to the Class M-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; FIFTH, to the Class M-5
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; SIXTH, to the Class M-4 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; SEVENTH, to the Class M-3
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; EIGHTH, to the Class M-2 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; and NINTH, to the Class M-1
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero. All Realized Losses to be allocated to the Certificate Principal
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 Certificates 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 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 shall


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be allocated among the Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.

                  (c)(i) 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-LTM9 and
REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest I-LTM9 has been reduced to
zero; FOURTH, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTM8 and REMIC I Regular Interest I-LTZZ, 98%, 1% and
1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM8 has been reduced to zero; FIFTH, 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; SIXTH, 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; SEVENTH, 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; EIGHTH, 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; NINTH, 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; TENTH, 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; and ELEVENTH, 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.


                  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


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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
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,


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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 requirements under
the Exchange Act, the Trustee hereby agrees that it shall 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-IA1." 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).


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                  (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 shall, 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 shall 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 shall 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 Holders of the Class CE Interest and by REMIC III to the Holders of the
Class CE Interest. 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 shall be released by
the Trust and distributed to the Class CE Certificateholders or their designees.
The Net WAC Rate Carryover Reserve Account shall 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 shall not be
payments with respect to a "regular interest" in a REMIC within the meaning of
Code Section 860(G)(a)(1).

                  (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


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payments from the Net WAC Rate Carryover Reserve Account in respect of any Net
WAC Rate Carryover Amount shall be $80,000 and $53,000.



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                                    ARTICLE V

                                THE CERTIFICATES

                  SECTION 5.01. The Certificates.

                  (a) The Certificates in the aggregate shall 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 shall equal the aggregate Stated Principal Balance
of the Mortgage Loans.

                  The Certificates shall 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 shall 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


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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.

                  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 shall be issued in minimum
denominations of $25,000 ($50,000 in the case of the Class M-9 Certificates),
except that any beneficial ownership that was represented by a Book-Entry
Certificate in an amount less than $25,000 ($50,000 in the case of the Class M-9
Certificates) 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.


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                  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 shall 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 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-9 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-9 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-9 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-9 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) shall 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.


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                  (c) No transfer of a Class M-9 Certificate, Class CE
Certificate, Class P 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, the NIMS Insurer 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, shall not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and shall not subject the Depositor, the Master
Servicer, the NIMS Insurer, the Trustee or the Trust Fund to any obligation or
liability (including obligations or 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-9 Certificates, the Trustee receives a certification from the prospective
transferee in the form of Exhibit G that the Class M-9 Certificates have been
offered in an underwriting or placement within the meaning of Prohibited
Transaction Exemption 2002-41, as amended ("PTE 2002-41"). 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 Mezzanine 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) for Mezzanine Certificates other than the Class M-9
Certificates (unless the Trustee has received the certification referred to in
clause (ii) of the preceding paragraph in which case it shall apply to the Class
M-9 Certificates), it has acquired and is holding such Mezzanine 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 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.

                  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 shall 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.


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                  (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 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 shall 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."



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                  (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 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.



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                  (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
         shall not cause such Rating Agency to downgrade its then-current
         ratings of any Class of Certificates; and

                  (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
t hat 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


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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 shall 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 the Trustee with an updated
copy of the Certificate Register on the first Business Day in March and August
of each year, commencing in March 2005.

                  (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 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


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in connection with the offer and sale of the 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 transferee of a Certificate,
originals or copies of the following items: (i) in the case of a Holder,
Certificate Owner or prospective transferee of a 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 shall 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 shall 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 shall 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 shall 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 shall 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


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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 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, in the case of the Depositor and the Master Servicer, 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 shall 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


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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, 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
downgrade 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.


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                  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 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 shall examine each Sub-Servicing Agreement and shall be
familiar with the terms thereof. The terms of any Sub-Servicing Agreement shall
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, provisions relating to insurance in
Section 3.10 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.



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                  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 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 shall 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



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                  (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 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


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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 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 (with confirmation from the Rating
Agencies that such appointment shall not result in the reduction or withdrawal
of the rating of any outstanding Class of Certificates and acceptable to 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


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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
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 will 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 shall 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 federal Bankruptcy Code and the making of such Remittance
is prohibited by Section 362 of the federal 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


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determines in its good faith judgment shall 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.

                  (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


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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 shall 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


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         or liabilities likely to be incurred by it in the making of such
         investigation is, in the opinion of the Trustee not reasonably assured
         to the Trustee by 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
         Certificates and the Mezzanine Certificates. The Seller, the Depositor,
         the Master Servicer and the Holders of the Class A 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, 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 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.


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                  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, 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


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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.

                  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


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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
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.



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                  SECTION 8.12. Appointment of Office or Agency.

                  The Trustee shall 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,
         shall 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 shall 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 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 shall 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


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burdens of servicing the Mortgage Loans and REO Properties remaining in REMIC I
exceed the benefits of the Servicing 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 shall
terminate and final payment in respect of the REMIC I Regular Interests, the
REMIC II Regular Interests and the Certificates shall 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


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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 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 shall 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 and the Mezzanine Certificates (exclusive
of any right to receive payments from the Net WAC Rate Carryover Reserve
Account), 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 Regular Interests in REMIC IV and the Class R-IV
Interest shall be designated as the Residual Interest 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,
Class CE Interest, Class P Interest and the interests represented by the
Certificates.

                  (b) The Closing Date is hereby designated as the "Startup Day"
of REMIC I and REMIC II and September 27, 2004 is hereby designated as the
"Startup Day" of REMIC III and REMIC IV 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


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Fund as 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 shall
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 shall 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


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permitted by this Agreement, but in 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 shall ensure that
substantially all of the assets of any Trust REMIC shall 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 shall 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 shall 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 shall 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


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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), or acquire any assets for any Trust REMIC (other than REO
Property acquired in respect of a defaulted Mortgage Loan), or sell or dispose
of any investments in the Collection Account or the Distribution Account for
gain, or 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 shall 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 shall
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 shall 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 shall 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.



                                       145

<PAGE>



                  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.



                                       146

<PAGE>



                  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 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-AQ04I1


                                       147

<PAGE>



(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 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.



                                       148

<PAGE>



                  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

                  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 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


                                       149

<PAGE>



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
on behalf of the Certificateholders 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 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.



                                       150

<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/ Brent Hoyler
                                              ---------------------------------
                                           Name:   Brent Hoyler
                                           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]




<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-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").

<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, Class A-1                 Aggregate Certificate Principal Balance of the
                                           Class A-1 Certificates as of the Issue Date:
Pass-Through Rate: Variable                $141,400,000.00

Date of Pooling and Servicing Agreement    Denomination: $141,400,000.00
and Cut-off Date: September 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: October 25, 2004  Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: September 20, 2004

                                           CUSIP: 03072S UY 9
</TABLE>

     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-1 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  A-1  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 A-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.


                                      A-1-2
<PAGE>
          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 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 0.280% in the case of
each  Distribution  Date through and including the Optional Termination Date, or
0.560%,  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.


                                      A-1-3
<PAGE>
          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-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


                                      B-1-6
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                  <C>
     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
</TABLE>

    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-1-7
<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 name above, or ___________________________________________, as its
agent.


                                      A-1-8
<PAGE>
                                   EXHIBIT A-2

                          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").

<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, Class A-2                 Aggregate Certificate Principal Balance of the
                                           Class A-2 Certificates as of the Issue Date:
Pass-Through Rate: Variable                $57,400,000.00

Date of Pooling and Servicing Agreement    Denomination: $57,400,000.00
and Cut-off Date: September 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: October 25, 2004  Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: September 20, 2004

                                           CUSIP: 03072S UZ 6
</TABLE>

     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-2 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  A-2  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 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


                                      A-2-2
<PAGE>
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 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 0.17% in the case of
each  Distribution  Date through and including the Optional Termination Date, or
0.34%,  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.


                                      A-2-3
<PAGE>
          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 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


                                      A-2-5
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                  <C>
     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
</TABLE>

    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-2-6
<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 name above, or ___________________________________________, as its
agent.


                                      A-2-7
<PAGE>
                                   EXHIBIT A-3

                          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").

<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, Class A-3                 Aggregate Certificate Principal Balance of the
                                           Class A-3 Certificates as of the Issue Date:
Pass-Through Rate: Variable                $51,705,000.00

Date of Pooling and Servicing Agreement    Denomination: $51,705,000.00
and Cut-off Date: September 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: October 25, 2004  Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: September 20, 2004

                                           CUSIP:  03072S VA 0
</TABLE>

     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-3 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  A-3  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 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.


                                      A-3-2
<PAGE>
          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 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 0.320% in the case of
each  Distribution  Date through and including the Optional Termination Date, or
0.640%,  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.


                                      A-3-3
<PAGE>
          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-3-4
<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-3-6
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                   <C>
     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
</TABLE>

    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-3-7
<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 name above, or ___________________________________________, as its
agent.


                                      A-3-8
<PAGE>
                                   EXHIBIT A-4

                          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.

<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, Class M-1                 Aggregate Certificate Principal Balance of the
                                           Class M-1 Certificates as of the Issue Date: $
Pass-Through Rate: Variable                11,250,000.00

Date of Pooling and Servicing Agreement    Denomination: $11,250,000.00
and Cut-off Date: September 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: October 25, 2004  Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: September 20, 2004

                                           CUSIP:  03072S VB 8
</TABLE>

     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-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 M-1 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  M-1  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 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.


                                      A-4-2
<PAGE>
          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 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 0.620% in the case of
each  Distribution  Date  through  and  including  Optional Termination Date, or
0.930%,  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


                                      A-4-3
<PAGE>
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 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-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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                  <C>
     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
</TABLE>

    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-4-6
<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 name above, or ___________________________________________, as its
agent.


                                      A-4-7
<PAGE>
                                   EXHIBIT A-5

                          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.

<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, Class M-2                 Aggregate Certificate Principal Balance of the
                                           Class M-2 Certificates as of the Issue Date: $
Pass-Through Rate: Variable                $10,650,000.00

Date of Pooling and Servicing Agreement    Denomination: $$  10,650,000.00
and Cut-off Date: September 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: October 25, 2004  Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: September 20, 2004

                                           CUSIP: 03072S VC 6
</TABLE>

     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-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 M-2 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  M-2  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 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.


                                      A-5-2
<PAGE>
          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 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 0.650% in the case of
each  Distribution  Date through and including the Optional Termination Date, or
0.975%,  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


                                      A-5-3
<PAGE>
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 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-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


                                      A-5-5
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                  <C>
     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
</TABLE>

    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-5-6
<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 name above, or ___________________________________________, as its
agent.


                                      A-5-7
<PAGE>
                                   EXHIBIT A-6

                          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.

<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, Class M-3                 Aggregate Certificate Principal Balance of the
                                           Class M-3 Certificates as of the Issue Date: $
Pass-Through Rate: Variable                $3,300,000.00

Date of Pooling and Servicing Agreement    Denomination: $3,300,000.00
and Cut-off Date: September 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: October 25, 2004  Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: September 20, 2004

                                           CUSIP: 03072S VD 4
</TABLE>

     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-3 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  M-3  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 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.


                                      A-6-2
<PAGE>
          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 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 0.680% 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


                                      A-6-3
<PAGE>
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 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


                                      A-6-5
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                  <C>
     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
</TABLE>

    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 name above, or ___________________________________________, as its
agent.


                                      A-6-7
<PAGE>
                                   EXHIBIT A-7

                          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.

<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, Class M-4                 Aggregate Certificate Principal Balance of the
                                           Class M-4 Certificates as of the Issue Date:
Pass-Through Rate: Variable                $6,900,000.00

Date of Pooling and Servicing Agreement    Denomination: $6,900,000.00
and Cut-off Date: September 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: October 25, 2004  Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: September 20, 2004

                                           CUSIP:  03072S VE 2
</TABLE>

     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-4 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  M-4  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 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.


                                      A-7-2
<PAGE>
          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 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 1.170% in the case of
each  Distribution  Date through and including the Optional Termination Date, or
1.755%,  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


                                      A-7-3
<PAGE>
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 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


                                      A-7-5
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                   <C>
     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
</TABLE>

    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 name above, or ___________________________________________, as its
agent.


                                      A-7-7
<PAGE>
                                   EXHIBIT A-8

                          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.

<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, Class M-5                 Aggregate Certificate Principal Balance of the
                                           Class M-5 Certificates as of the Issue Date:
Pass-Through Rate: Variable                $2,850,000.00

Date of Pooling and Servicing Agreement    Denomination: $2,850,000.00
and Cut-off Date: September 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: October 25, 2004  Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: September 20, 2004

                                           CUSIP:  03072S VF 9
</TABLE>

     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-5 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  M-5  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 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.


                                      A-8-2
<PAGE>
          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 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 1.400% in the case of
each  Distribution  Date through and including the Optional Termination Date, or
2.100%,  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


                                      A-8-3
<PAGE>
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 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


                                      A-8-5
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                  <C>
     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
</TABLE>

    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 name above, or ___________________________________________, as its
agent.


                                      A-8-7
<PAGE>
                                   EXHIBIT A-9

                          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.

<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, Class M-6                 Aggregate Certificate Principal Balance of the
                                           Class M-6 Certificates as of the Issue Date:
Pass-Through Rate: Variable                $2,700,000.00

Date of Pooling and Servicing Agreement    Denomination: $2,700,000.00
and Cut-off Date: September 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: October 25, 2004  Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: September 20, 2004

                                           CUSIP:  03072S VG 7
</TABLE>

     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-6 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  M-6  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 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


                                      A-9-2
<PAGE>
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 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 1.800% in the case of
each  Distribution  Date through and including the Optional Termination Date, or
2.700%,  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.


                                      A-9-3
<PAGE>
          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 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


                                      A-9-5
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                   <C>
     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
</TABLE>

    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 name above, or ___________________________________________, as its
agent.


                                      A-9-7
<PAGE>
                                  EXHIBIT A-10

                          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.

<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, Class M-7                 Aggregate Certificate Principal Balance of the
                                           Class M-7 Certificates as of the Issue Date:
Pass-Through Rate: Variable                $2,100,000.00

Date of Pooling and Servicing Agreement    Denomination: $2,100,000.00
and Cut-off Date: September 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: October 25, 2004  Company

No. 1                                      Trustee: Deutsche Bank National Trust Company

                                           Issue Date: September 20, 2004

                                           CUSIP:  03072S VH 5
</TABLE>

     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-7 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  M-7  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 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.


                                     A-10-2
<PAGE>
          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 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 1.900% in the case of
each  Distribution  Date through and including the Optional Termination Date, or
2.850%,  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


                                     A-10-3
<PAGE>
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 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


                                     A-10-5
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                   <C>
     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
</TABLE>

    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-10-6
<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 name above, or ___________________________________________, as its
agent.


                                     A-10-7
<PAGE>
                                  EXHIBIT A-11

                          FORM OF CLASS M-8 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,  THE  CLASS  M-6
     CERTIFICATES  AND THE CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
     POOLING  AND  SERVICING  AGREEMENT  REFERRED  TO  HEREIN.

<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, Class M-8                 Aggregate Certificate Principal Balance of the
                                           Class M-8 Certificates as of the Issue Date:
Pass-Through Rate: Variable                $3,150,000.00

Date of Pooling and Servicing Agreement    Denomination: $3,150,000.00
and Cut-off Date: September 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: October 25, 2004  Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: September 20, 2004

                                           CUSIP: 03072S VJ 1
</TABLE>

     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


                                     A-11-1
<PAGE>
     ACT OF 1974, AS AMENDED ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN
     COMPLIANCE  WITH  THE  PROCEDURES  DESCRIBED  HEREIN.

                      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-8 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  M-8  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 M-8 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.


                                     A-11-2
<PAGE>
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 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 3.000% in the case of
each  Distribution  Date through and including the Optional Termination Date, or
4.500%,  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.


                                     A-11-3
<PAGE>
          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 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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                   <C>
     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
</TABLE>

    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 name above, or ___________________________________________, as its
agent.


                                     A-11-7
<PAGE>
                                  EXHIBIT A-12

                          FORM OF CLASS M-9 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,
     THE  CLASS  M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE CLASS
     M-8  CERTIFICATES TO THE EXTENT DESCRIBED IN 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.

<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, Class M-9                 Aggregate Certificate Principal Balance of the
                                           Class M-9 Certificates as of the Issue Date:
Pass-Through Rate: Variable                $2,250,000.00

Date of Pooling and Servicing Agreement    Denomination: $2,250,000.00
and Cut-off Date: September 1, 2004
                                           Master Servicer: Ameriquest Mortgage
First Distribution Date: October 25, 2004  Company

No. 1                                      Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: September 20, 2004

                                           CUSIP:  03072S VK 8
</TABLE>


                                     A-12-1
<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.

     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.

                      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-9 Certificates as of the
Issue  Date)  in that certain beneficial ownership interest evidenced by all the
Class  M-9  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


                                     A-12-2
<PAGE>
the  product  of  the  Percentage Interest evidenced by this Certificate and the
amount  required  to  be distributed to the Holders of Class M-9 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 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 2.500% in the case of
each  Distribution  Date through and including the Optional Termination Date, or
3.750%,  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.


                                     A-12-3
<PAGE>
          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 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.


                                     A-12-4
<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-12-5
<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-12-6
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                   <C>
     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
</TABLE>

    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-12-7
<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 name above, or ___________________________________________, as its
agent.


                                     A-12-8
<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>
<TABLE>
<CAPTION>
<S>                                          <C>
                                             Initial Notional Amount of the Class CE
Series 2004-IA1, Class CE                    Certificates as of the Issue Date:
                                             $300,005,332.11
Date of Pooling and Servicing Agreement and
Cut-off Date: September 1, 2004              Initial Certificate Principal Balance:
                                             $4,350,232.11
First Distribution Date: October 25, 2004
                                             Master Servicer: Ameriquest Mortgage
No. 1                                        Company

                                             Trustee: Deutsche Bank National Trust
                                             Company

                                             Issue Date: September 20, 2004
</TABLE>

     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 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 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


                                     A-13-4
<PAGE>
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.

          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


                                     A-13-7
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                   <C>
     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
</TABLE>

    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 name 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.

<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, 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: September 1, 2004
                                           Denomination: $100.00
First Distribution Date: October 25, 2004
                                           Master Servicer: Ameriquest Mortgage
No. 1                                      Company

                                           Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: September 20, 2004
</TABLE>


                                     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 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 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


                                     A-14-2
<PAGE>
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 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


                                     A-14-3
<PAGE>
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 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


                                     A-14-4
<PAGE>
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-14-5
<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-14-6
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                   <C>
     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
</TABLE>

    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-14-7
<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 name above, or ___________________________________________, as its
agent.


                                     A-14-8
<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-IA1, Class R                   Aggregate Percentage Interest of the Class R
                                           Certificates as of the Issue Date: 100%
Date of Pooling and Servicing Agreement    Percentage Interest
and Cut-off Date: September 1, 2004
                                           Denomination: 100% Percentage Interest
First Distribution Date: October 25, 2004
                                           Master Servicer: Ameriquest Mortgage
No. 1                                      Company

                                           Trustee: Deutsche Bank National Trust Company

                                           Issue Date: September 20, 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 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 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


                                     A-15-4
<PAGE>
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 Agreement as Exhibit F-1,
and  (ii)  in  all  other  cases,  an


                                     A-15-5
<PAGE>
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.

          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


                                     A-15-6
<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-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


                                     A-15-8
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                    <C>
     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
</TABLE>

    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 name 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,  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-16-1
<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-16-2
<PAGE>
<TABLE>
<CAPTION>
<S>                                        <C>
Series 2004-IA1, Class R-X                 Aggregate Percentage Interest of the Class R-X
                                           Certificates as of the Issue Date: 100%
Date of Pooling and Servicing Agreement    Percentage Interest
and Cut-off Date: September 1, 2004
                                           Denomination: 100% Percentage Interest
First Distribution Date: October 25, 2004
                                           Master Servicer: Ameriquest Mortgage
No. 1                                      Company

                                           Trustee: Deutsche Bank National Trust
                                           Company

                                           Issue Date: September 20, 2004
</TABLE>


                                     A-16-3
<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  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.


                                     A-16-4
<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


                                     A-16-5
<PAGE>
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.

          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 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-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  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


                                     A-16-6
<PAGE>
"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.

          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-16-7
<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


                                     A-16-8
<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:

<TABLE>
<CAPTION>
<S>              <C>                           <C>                   <C>
     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
</TABLE>

    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-16-9
<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 name above, or ___________________________________________, as its
agent.


                                    A-16-10
<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.

     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


                                      B-1
<PAGE>
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:_____________________________________
                                                   Authorized  Officer

                                        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 September 1, 2004, among
          Ameriquest  Mortgage  Securities Inc., Ameriquest Mortgage Company and
          Deutsche  Bank  National  Trust  Company,  Asset-Backed  Pass-Through
          Certificates,  Series  2004-IA1
          -------------------------------

Ladies  and  Gentlemen:

          Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated
as of September 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


                                      C-1-1
<PAGE>
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.

     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 September 1, 2004, among
          Ameriquest  Mortgage  Securities Inc., Ameriquest Mortgage Company and
          Deutsche  Bank  National  Trust  Company,  Asset-Backed  Pass-Through
          Certificates,  Series  2004-IA1
          ----------------------------------------------------------------------

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 September 1, 2004, among
          Ameriquest  Mortgage  Securities Inc., Ameriquest Mortgage Company and
          Deutsche  Bank  National  Trust  Company,  Asset-Backed  Pass-Through
          Certificates,  Series  2004-IA1
          ----------------------------------------------------------------------

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-1-1

<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT

                  This is a Mortgage Loan Purchase Agreement (the "Agreement"),
dated September 17, 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-IA1 (the "Certificates"). The Certificates will consist of sixteen classes
of certificates. The Class M-9 Certificates, the Class CE Certificates, the
Class P Certificates and the Class R 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-IA1 Certificates, dated as of
September 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 (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 September 20, 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 September 1, 2004 (the "Cut-off Date") of
$300,005,332.11, 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.

                  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")

<PAGE>

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-1 Certificates, the Class A-2
Certificates, the Class A-3 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-7 Certificates and the Class M-8
Certificates and (ii) deliver to the Seller or its designee the Non-Offered
Certificates.

                  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.

                           (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:

                                    (1) 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


                                       2
<PAGE>

         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;

                                    (2) 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;

                                    (3) an original Assignment assigned in
         blank, without recourse;

                                    (4) the original recorded intervening
         Assignment or Assignments 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;

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

                                    (6) 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)(2), 4(b)(3) or
4(b)(4) 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 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


                                       3
<PAGE>

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 (without regard to the Policy); provided further,
however, each Assignment shall be submitted for recording by the Seller (at the
direction of the Master Servicer) 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) a failure of the Master Servicer Termination
Test as set forth in the Pooling and Servicing Agreement, (iii) the occurrence
of the bankruptcy or insolvency of 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 any 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 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)


                                       4
<PAGE>

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 as
of the date hereof and as of the Closing Date, and covenants that:

                           (1) 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 the ability of the Master
         Servicer to enforce each Mortgage Loan and to service the Mortgage
         Loans in accordance with the terms of the Pooling and Servicing
         Agreement;

                           (2) 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; this Agreement has been
         duly executed and delivered by the Seller 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;

                           (3) 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


                                       5
<PAGE>

         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;

                           (4) 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;

                           (5) 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

                           (6) 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
         enforceability of this Agreement or the ability of the Seller to
         service the Mortgage Loans or the Seller 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.

                           (a) 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:

                                    (1) The information set forth on the
         Mortgage Loan Schedule with respect to each Mortgage Loan is true and
         correct in all material respects;

                                    (2) No material error, omission,
         misrepresentation, negligence, fraud or similar occurrence with respect
         to any 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;



                                       6
<PAGE>

                                    (3) 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;

                                    (4) 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, 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;

                                    (5) 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;

                                    (6) There is no delinquent tax or assessment
         lien against any Mortgaged Property;

                                    (7) 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;

                                    (8) 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 (12)
         below;

                                    (9) Subject to the Escrow Withhold referred
         to in (19) below, each Mortgaged Property is free of material damage
         and is in good repair;

                                    (10) Each Mortgage Loan at origination
         complied in all material respects with applicable local, state and
         federal laws and regulations, 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;



                                       7
<PAGE>

                                    (11) Neither the Seller nor any prior holder
         of any Mortgage has modified, impaired or waived 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;

                                    (12) 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 done, by act or omission, anything
         which would impair the coverage of such lender's title insurance
         policy;

                                    (13) Each Mortgage Loan was originated by
         the Seller, or an Affiliate of the Seller, in accordance with the
         underwriting standards as set forth in the Prospectus Supplement (or,
         if generated by an entity other than the Seller, in accordance with
         such other underwriting standards as set forth in the Prospectus
         Supplement or, if generated on behalf of the Seller by a person other
         than the Seller, is subject to the same underwriting standards and
         procedures used by the Seller in originating mortgage loans directly)
         or 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;

                                    (14) 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;



                                       8
<PAGE>

                                    (15) 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 (12) above.

                                    (16) 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 (12)
         above.

                                    (17) 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;

                                    (18) 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;

                                    (19) 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
         Originator's underwriting guidelines. All costs, fees and expenses
         incurred in making, closing or recording the Mortgage Loans were paid;

                                    (20) 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;

                                    (21) 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;



                                       9
<PAGE>

                                    (22) 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;

                                    (23) The origination, collection and
         servicing practices used by the Seller 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
         and each of the Mortgage Loans have been serviced by the Seller since
         origination;

                                    (24) There is no pledged account or other
         security other than real estate securing the Mortgagor's obligations;

                                    (25) No Mortgage Loan has a shared
         appreciation feature, or other contingent interest feature;

                                    (26) The improvements upon each Mortgaged
         Property are covered by a valid, binding and existing hazard insurance
         policy that is in full force and effect 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 (27) below contain a standard mortgagee clause naming the Seller
         or the original mortgagee, and 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;

                                    (27) 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 valid and binding flood
         insurance policy that is in full force and effect 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;



                                       10
<PAGE>

                                    (28) 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;

                                    (29) 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;

                                    (30) 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;

                                    (31) Any future advances made prior to the
         Cut-off 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 on the Mortgage Loan Schedule. The consolidated principal
         amount does not exceed the original principal amount of the Mortgage
         Loan;

                                    (32) 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;

                                    (33) None of the Mortgage Loans is a
         graduated payment mortgage loan, nor is any Mortgage Loan subject to a
         temporary buydown or similar arrangement;

                                    (34) No Mortgagor has currently requested
         any relief under the Servicemembers Civil Relief Act or similar state
         laws;

                                    (35) The Mortgage Loans comply in all
         material respects with the descriptions set forth under the captions
         "The Mortgage Pool" and Annex III in the Prospectus Supplement;



                                       11
<PAGE>

                                    (36) 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;

                                    (37) The information set forth in the
         Prepayment Charge Schedule attached as Schedule 2 to the Pooling and
         Servicing Agreement (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 upon the full and voluntary prepayment by the Mortgagor under
         applicable law and complied in all material respects with applicable
         local, state and federal laws (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 or (ii) the collectability thereof may be limited due
         to acceleration in connection with a foreclosure or other involuntary
         payoff);

                                    (38) Each Mortgage Loan is an obligation
         that is principally secured by real property for purposes of the REMIC
         Provisions of the Code;

                                    (39) 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;

                                    (40) (a) No Mortgage Loan is a High Cost
         Loan as defined by HOEPA or any other applicable predatory or abusive
         lending laws and (b) no Mortgage Loan is a "high cost home", "covered"
         (excluding home loans defined as "covered home loans" in the New Jersey
         Home Ownership Security Act of 2002 that were originated between
         November 26, 2003 and July 7, 2004) , "high risk home" or "predatory"
         loan under any other applicable state, federal or local law (or a
         similarly classified loan using different terminology under a law
         imposing heightened regulatory scrutiny or additional legal liability
         for resident mortgage loans having high interest rates, points and/or
         fees);

                                    (41) No Mortgage Loan originated on or after
         October 1, 2002 will impose a Prepayment Charge for a term in excess of
         three years. Any Mortgage Loans originated prior to such date will not
         impose a Prepayment Charge for a term in excess of five (5) years;

                                    (42) 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");

                                    (43) The Master Servicer for each Mortgage
         Loan prior to the Closing Date, has fully furnished, in accordance with
         the Fair Credit Reporting Act and its implementing regulations,
         accurate and complete information (e.g., favorable and


                                       12
<PAGE>

         unfavorable) on its borrower credit files to Equifax, Experian and
         Trans Union Credit Information Company or their successors (the "Credit
         Repositories") on a monthly basis;

                                    (44) There is no Mortgage Loan that was
         originated on or after October 1, 2002 and before March 7, 2003 which
         is secured by property located in the State of Georgia;

                                    (45) The Prepayment Charges included in the
         transaction are enforceable and originated in compliance with all
         applicable federal, state and local law;

                                    (46) No proceeds from any Mortgage Loan were
         used to finance single-premium credit insurance policies;

                                    (47) No Mortgage 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); and

                                    (48) With respect to any Mortgage Loan
         originated on or after August 1, 2004, neither the related Mortgage nor
         the related Mortgage Note requires the borrower to submit to
         arbitration to resolve any dispute arising out of or relating in any
         way to the Mortgage Loan transaction.

                  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.

                  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 (39), (40), (41), (43), (44), (46) and (48) of Section
6(a) 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 (39), (40), (41), (43), (44), (46) and (48) of Section
6(a) 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


                                       13
<PAGE>

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(a)(39)
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(a)(45) 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. 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.



                                       14
<PAGE>

                  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 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 and Master
                           Servicer, 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 and Master
                           Servicer under the laws of Delaware and stating that
                           the information contained in the Prospectus
                           Supplement, relating to the Mortgage Loans, the
                           Seller and Master Servicer, 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 any of the Non-Offered Certificates are offered on
                           the Closing Date pursuant to a private placement
                           memorandum, the Seller shall deliver an Officer's
                           Certificate stating that the


                                       15
<PAGE>

                           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 and Master
                           Servicer, 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, or performance under, this Agreement
                           and upon which the Underwriters may rely;

                  (e)      A letter from Deloitte & Touche LLP, 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
                           agrees with the records of the Seller and the Master
                           Servicer;

                  (f)      The Seller and Master Servicer shall deliver for
                           inclusion in the Prospectus Supplement, under the
                           captions "The Mortgage Pool--Underwriting Standards
                           of the Originators;" 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


                                       16
<PAGE>

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
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 effect the redelivery of the Mortgage Loans, if delivery to
the Purchaser has


                                       17
<PAGE>

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 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.



                                       18
<PAGE>

                  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
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.




                                       19
<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:



                                       20

<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  -  AQ04IA1

     Re:       Pooling  and  Servicing  Agreement, dated as of September 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:_________________________________


                                      E-1-1
<PAGE>
Trustee
-------

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-1-2
<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-IA1, Class M-9, CE,
                    P,  and  R,  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
September  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-IA1,  Class  M-9, CE, P, R, 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  September  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.


                                  F-Annex-1-4
<PAGE>
     ___  Broker-Dealer.  The  Transferee  is  a  dealer  registered pursuant to
          Section  15  of  the  Securities  Exchange  Act  of  1934, as amended.

     ___  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


                                  F-Annex-1-5
<PAGE>
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  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.

Dated:

                                        Print Name of Transferee or Advisor

                                        By:  ___________________________________
                                        Name:
                                        Title:

                                        IF AN ADVISER:

                                        ________________________________________
                                        Print Name of Transferee


                                  F-Annex-2-2
<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-2-3
<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-IA1, Class R (the "Class R
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
Class  R  Certificates  were  issued.

          2.   The  Owner  (i)  is  and  will  be a "Permitted Transferee" as of
____________________,  2004  and  (ii) is acquiring the Class R 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  Class R Certificates to disqualified organizations under the
Internal  Revenue Code of 1986, as amended, that applies to all transfers of the
Class  R  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 Class R 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 Class R 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 Class R 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 Class R 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  Class  R  Certificates and the provisions of Section 5.02(d) of the Pooling
and  Servicing  Agreement  under  which the Class R 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 Class R
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 Class
R  Certificates,  have  sufficient assets to pay any taxes owed by the holder of
such  Class  R Certificates, and hereby represents to and for the benefit of the
person  from whom it acquired the Class R Certificates that the Owner intends to
pay  taxes associated with holding such Class R Certificates as they become due,
fully  understanding  that  it  may  incur tax liabilities in excess of any cash
flows  generated  by  the  Class  R  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 Class R
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 Class R Certificates with the
intent  to  transfer  the Class R Certificates to any person or entity that will
not  have  sufficient assets to pay any taxes owed by the holder of such Class R
Certificates,  or  that  may  become  insolvent  or  subject  to  a  bankruptcy
proceeding,  for  so  long  as  the  Class  R  Certificates  remain outstanding.


                                      F-2-2
<PAGE>
          14.  The  Owner will, in connection with any transfer that it makes of
the  Class  R  Certificates,  obtain  from  its  transferee  the representations
required  by  Section 5.02(d) of the Pooling and Servicing Agreement under which
the Class R 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  Class  R  Certificates,  deliver to the Certificate Registrar an affidavit,
which  represents  and  warrants  that  it  is  not  transferring  the  Class  R
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 Class R Certificates;
(ii)  may  become insolvent or subject to a bankruptcy proceeding for so long as
the  Class  R  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  (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:


                                      F-2-6
<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-IA1,  Class  CE,  P,  R  ,  [M-9]
          -------------------------------------------------------------------

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-IA1,  Class  ___ (the "Certificates"),
issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement")  dated  as of September 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:

     1.   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.

     2.   [For  Class  M-9  Certificates  only]  The Class M-9 Certificates have
been  offered  in  an underwriting or placement within the meaning of Prohibited
Transaction  Exemption  2002-41,  as  amended.


                                      G-1-1
<PAGE>
     [Use  for  the first transfer of a Class M-9 Certificate after the offering
or  placement.]


                                      G-1-2
<PAGE>
                                        Very truly yours,

                                        By: ____________________________________
                                        Name:
                                        Title:


                                      G-1-2
<PAGE>
                                    EXHIBIT H

                              FORM OF CAP CONTRACTS

                             Available Upon Request


                                      H-1-1
<PAGE>
<TABLE>
<CAPTION>
                                    EXHIBIT I

                           LOSS MITIGATION ACTION PLAN

<S>                                     <C>
--------------------------------------  ----------------------------------------------------
DEFAULT MITIGATION ACTION               SUPPORTING STANDARDS
--------------------------------------  ----------------------------------------------------
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
--------------------------------------  ----------------------------------------------------


                                      I-1-1
<PAGE>
--------------------------------------  ----------------------------------------------------
DEFAULT MITIGATION ACTION               SUPPORTING STANDARDS
--------------------------------------  ----------------------------------------------------
7.any combination of the above items
--------------------------------------  ----------------------------------------------------
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)
--------------------------------------  ----------------------------------------------------
</TABLE>

     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-1-2
<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-IA1
               ---------------------------------------------

          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-IA1;

          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-IA1
               ---------------------------------------------

          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 September 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-1-1
<PAGE>
                                   SCHEDULE 1

                             MORTGAGE LOAN SCHEDULE

                                 Filed By Paper




                                  Schedule 1-1
<PAGE>
                                   SCHEDULE 2

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request




                                  Schedule 2-1