DEUTSCHE MORTGAGE SECURITIES, INC.

Mortgage Loan Purchase Agreement

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BEAR STEARNS ASSET BACKED SECURITIES, INC., | EMC MORTGAGE CORPORATION, | LASALLE BANK NATIONAL ASSOCIATION, | WELLS FARGO BANK,

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Title: DEUTSCHE MORTGAGE SECURITIES, INC.
Governing Law: New York Date: 3/17/2004

DEUTSCHE MORTGAGE SECURITIES, INC.

Depositor

and

WELLS FARGO BANK, N.A.

Master Servicer and Securities Administrator

and

HSBC BANK USA

Trustee

_____________________

POOLING AND SERVICING AGREEMENT

Dated as of February 1, 2004

_____________________

Mortgage Pass-Through Certificates

Series 2004-2

<PAGE>

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.....................................................5

Section 1.2 Allocation of Certain Interest Shortfall.......................42

ARTICLE II

CONVEYANCE OF TRUST FUND; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.1 Conveyance of Trust Fund.......................................44

Section 2.2 Acceptance by Trustee..........................................44

Section 2.3 Repurchase or Substitution of Loans............................44

Section 2.4 Authentication and Delivery of Certificates; Designation

of Certificates as REMIC Regular and Residual Interests........47

Section 2.5 Representations and Warranties of the Master Servicer..........47

Section 2.6 Establishment of the Trust.....................................49

ARTICLE III

ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

Section 3.1 Master Servicer................................................50

Section 3.2 REMIC-Related Covenants........................................51

Section 3.3 Monitoring of Servicers........................................51

Section 3.4 Fidelity Bond..................................................52

Section 3.5 Power to Act; Procedures.......................................52

Section 3.6 Due-on-Sale Clauses; Assumption Agreements.....................53

Section 3.7 Release of Mortgage Files......................................54

Section 3.8 Documents, Records and Funds in Possession of Master

Servicer To Be Held for Trustee................................54

Section 3.9 Standard Hazard Insurance and Flood Insurance Policies.........55

Section 3.10 Presentment of Claims and Collection of Proceeds...............56

Section 3.11 Maintenance of the Primary Mortgage Insurance Policies.........56

Section 3.12 Trustee to Retain Possession of Certain Insurance

Policies and Documents.........................................56

Section 3.13 Realization Upon Defaulted Loans...............................57

Section 3.14 Compensation for the Master Servicer...........................57

Section 3.15 REO Property...................................................57

Section 3.16 Annual Officer's Certificate as to Compliance..................58

Section 3.17 Annual Independent Accountant's Servicing Report...............59

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Section 3.18 Reports Filed with Securities and Exchange Commission..........59

Section 3.19 UCC............................................................60

Section 3.20 Obligation of the Master Servicer in respect of

Compensating Interest..........................................60

Section 3.21 Reserved.......................................................60

Section 3.22 Protected Accounts.............................................60

Section 3.23 Distribution Account...........................................62

Section 3.24 Permitted Withdrawals and Transfers from the

Distribution Account...........................................63

Section 3.25 Reserve Fund...................................................64

Section 3.26 Prepayment Penalty Verification................................66

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS; ADVANCES; STATEMENTS AND REPORTS

Section 4.1 Distributions to Certificateholders............................67

Section 4.2 Allocation of Realized Losses..................................72

Section 4.3 Statements to Certificateholders...............................73

Section 4.4 Advances.......................................................76

Section 4.5 Compliance with Withholding Requirements.......................77

ARTICLE V

THE CERTIFICATES

Section 5.1 The Certificates...............................................80

Section 5.2 Certificates Issuable in Classes; Distributions of Principal

and Interest; Authorized Denominations.........................80

Section 5.3 Registration of Transfer and Exchange of Certificates..........80

Section 5.4 Mutilated, Destroyed, Lost or Stolen Certificates..............86

Section 5.5 Persons Deemed Owners..........................................86

ARTICLE VI

THE DEPOSITOR, MASTER SERVICER AND THE CREDIT RISK MANAGER

Section 6.1 Liability of the Depositor and the Master Servicer.............87

Section 6.2 Merger or Consolidation of the Depositor or the

Master Servicer................................................87

Section 6.3 Limitation on Liability of the Depositor, the Master Servicer,

the Servicers, the Securities Administrator and Others.........87

Section 6.4 Limitation on Resignation of the Master Servicer...............88

Section 6.5 Assignment of Master Servicing.................................88

Section 6.6 Rights of the Depositor in Respect of the Master Servicer......89

Section 6.7 Duties of the Credit Risk Manager..............................90

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Section 6.8 Limitation Upon Liability of the Credit Risk Manager...........90

Section 6.9 Removal of the Credit Risk Manager.............................90

ARTICLE VII

DEFAULT

Section 7.1 Master Servicer Events of Default..............................91

Section 7.2 Trustee to Act; Appointment of Successor.......................92

Section 7.3 Notification to Certificateholders.............................93

Section 7.4 Waiver of Master Servicer Events of Default....................93

ARTICLE VIII

CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 8.1 Duties of Trustee and Securities Administrator.................95

Section 8.2 Certain Matters Affecting Trustee and Securities

Administrator..................................................96

Section 8.3 Trustee and Securities Administrator not Liable for

Certificates or Loans..........................................98

Section 8.4 Trustee and Securities Administrator May Own Certificates......98

Section 8.5 Fees and Expenses of Trustee and Securities Administrator......98

Section 8.6 Eligibility Requirements for Trustee and Securities

Administrator..................................................99

Section 8.7 Resignation and Removal of Trustee and Securities

Administrator..................................................99

Section 8.8 Successor Trustee or Securities Administrator.................100

Section 8.9 Merger or Consolidation of Trustee or Securities

Administrator.................................................101

Section 8.10 Appointment of Co-Trustee or Separate Trustee.................101

Section 8.11 Appointment of Office or Agency...............................102

Section 8.12 Representations and Warranties of the Trustee.................102

ARTICLE IX

TERMINATION

Section 9.1 Termination Upon Purchase or Liquidation of All Loans.........104

Section 9.2 Additional Termination Requirements...........................106

ARTICLE X

REMIC PROVISIONS

Section 10.1 REMIC Administration..........................................107

Section 10.2 Prohibited Transactions and Activities........................109

Section 10.3 Indemnification...............................................110

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ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.1 Amendment.....................................................111

Section 11.2 Recordation of Agreement; Counterparts........................112

Section 11.3 Limitation on Rights of Certificateholders....................112

Section 11.4 Governing Law.................................................113

Section 11.5 Notices.......................................................113

Section 11.6 Severability of Provisions....................................113

Section 11.7 Notice to Rating Agencies.....................................114

Section 11.8 Article and Section References................................114

Section 11.9 Grant of Security Interest....................................114

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EXHIBITS

Exhibit A-1 - Forms of Class A-[1][2][3][4][5][6] Certificates

Exhibit A-2 - Forms of Class A-IO Certificates

Exhibit A-3 - Forms of Class [M-1][M-2][M-3] Certificates

Exhibit A-4 - Forms of Class CE Certificates

Exhibit A-5 - Forms of Class P Certificates

Exhibit A-6 - Forms of Class R Certificates

Exhibit B - [Reserved]

Exhibit C - Form of Transfer Affidavit

Exhibit D - Form of Transferor Certificate

Exhibit E - Form of Investment Letter (Non-Rule 144A)

Exhibit F - Form of Rule 144A Investment Letter

Exhibit G - Form of Benefit Plan Affidavit

Schedule One - Loan Schedule

Schedule Two - Prepayment Charge Schedule

<PAGE>

This Pooling and Servicing Agreement, dated and effective as of

February 1, 2004 (this "Agreement"), is executed by and among Deutsche Mortgage

Securities, Inc., as depositor (the "Depositor"), Wells Fargo Bank, N. A., as

master servicer (the "Master Servicer") and securities administrator (the

"Securities Administrator"), and HSBC Bank USA, as trustee (the "Trustee").

Capitalized terms used in this Agreement and not otherwise defined have the

meanings ascribed to such terms in Article I hereof.

PRELIMINARY STATEMENT

The Depositor at the Closing Date is the owner of the Loans and the

other property being conveyed by it to the Trustee for inclusion in the Trust

Fund. On the Closing Date, the Depositor will acquire the Certificates from the

Trust Fund as consideration for its transfer to the Trust Fund of the Loans and

certain other assets and will be the owner of the Certificates. The Depositor

has duly authorized the execution and delivery of this Agreement to provide for

the conveyance to the Trustee of the Loans and the issuance to the Depositor of

the Certificates representing in the aggregate the entire beneficial ownership

of the Trust Fund. All covenants and agreements made by the Depositor, the

Master Servicer, the Securities Administrator and the Trustee herein with

respect to the Loans and the other property constituting the Trust Fund are for

the benefit of the Holders from time to time of the Certificates. The Depositor,

the Master Servicer and the Securities Administrator are entering into this

Agreement, and the Trustee is accepting the trust created hereby, for good and

valuable consideration, the receipt and sufficiency of which are hereby

acknowledged.

The Certificates issued hereunder, other than the Class CE, Class P and

Class R Certificates, have been offered for sale pursuant to a Prospectus, dated

January 28, 2004, and a Prospectus Supplement, dated February 24, 2004 of the

Depositor (together, the "Prospectus"). The Trust Fund created hereunder is

intended to be the "Trust" as described in the Prospectus and the Certificates

are intended to be the "Certificates" described therein.

REMIC I

-------

As provided herein, the Trustee shall elect to treat the segregated

pool of assets consisting of the Loans and other related assets (other than the

Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for

federal income tax purposes, and such segregated pool of assets shall be

designated as "REMIC I." Component R-1 of the Class R Certificate shall

represent the sole class of "residual interests" in REMIC I for purposes of the

REMIC Provisions under federal income tax law. The following table irrevocably

sets forth the designation, the Uncertificated REMIC I Pass-Through Rate, the

initial Uncertificated Principal Balance, and solely for purposes of satisfying

Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity

date" for each of the Uncertificated REMIC I Regular Interests. None of the

Uncertificated REMIC I Regular Interests will be certificated.

Initial

Uncertificated Uncertified REMIC 1 Assumed Final Maturity

Designation Principal Balance Pass-Through Rate Date(1)

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

LTI-1 $238,313,120 Variable(2) January 25, 2034

LTI-IO-1 $6,809,000 Variable(2) January 25, 2034

LTI-IO-2 $6,809,000 Variable(2) January 25, 2034

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LTI-IO-3 $6,809,000 Variable(2) January 25, 2034

LTI-IO-4 $4,085,000 Variable(2) January 25, 2034

LTI-IO-5 $9,533,000 Variable(2) January 25, 2034

LTI-P $100 Variable(2) January 25, 2034

_______________

(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date in the month following the maturity date

for the Loan with the latest maturity date has been designated as the

"latest possible maturity date" for each Class of Certificates that

represents one or more of the "regular interests" in REMIC I.

(2) Calculated in accordance with the definition of "Uncertified REMIC I

Pass-Through Rate" herein.

REMIC II

--------

As provided herein, the Trustee shall 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 shall be

designated as "REMIC II". Component R-2 of the Class R Certificate shall

represent 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 designations, the Uncertificated REMIC II Pass-Through Rate, the

initial Uncertificated Principal Balance, and solely for purposes of satisfying

Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity

date" for each of the Uncertificated REMIC II Regular Interests. None of the

Uncertificated REMIC II Regular Interests will be certificated.

Uncertificated Uncertificated Initial Latest

REMIC II Regular REMIC II Uncertificated Possible

Interest Designation Pass-Through Rate Principal Balance Maturity(1)

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

LTII-AA (2) $266,910,957.60 January 25, 2034

LTII -A1 (2) $ 934,110.00 January 25, 2034

LTII -A2 (2) $ 284,000.00 January 25, 2034

LTII -A3 (2) $ 487,190.00 January 25, 2034

LTII -A4 (2) $ 357,350.00 January 25, 2034

LTII -A5 (2) $ 238,780.00 January 25, 2034

LTII -A6 (2) $ 272,360.00 January 25, 2034

LTII -M1 (2) $ 72,170.00 January 25, 2034

LTII -M2 (2) $ 47,660.00 January 25, 2034

LTII -M3 (2) $ 20,430.00 January 25, 2034

LTII -ZZ (2) $ 2,733,112.40 January 25, 2034

LTII -IO-A(3) (2) (4) January 25, 2034

LTII -IO-B(5) (2) (6) January 25, 2034

LTII-P (2) $ 100.00 January 25, 2034

___________________

(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 Loan with the latest maturity date has been designated as the

"latest possible maturity date" for each Uncertificated REMIC II

Regular Interest.

(2) Calculated in accordance with the definition of "Uncertificated REMIC

II Pass-Through Rate" herein. (3) REMIC II Regular Interest LTII-IO-A

will accrue interest at a rate of (i) for the first twelve

distribution dates,1.00% and (ii) thereafter, 0.00%.

(4) REMIC II Regular Interest LTII-IO-A will not have an Uncertificated

Principal Balance, but will accrue interest on its Uncertificated

Notional Amount, as defined herein.

(5) REMIC II Regular Interest LTII-IO-B will accrue interest at a rate of

(i) for the first twenty-four distribution dates ,3.50% and (ii)

thereafter, 0.00%.

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(6) REMIC II Regular Interest LTII-IO-B will not have an Uncertificated

Principal Balance, but will accrue interest on its Uncertificated

Notional Amount, as defined herein.

REMIC III

As provided herein, the Trustee shall elect to treat the segregated

pool of assets consisting of the REMIC II Regular Interests as a REMIC for

federal income tax purposes, and such segregated pool of assets shall be

designated as "REMIC III". Component R-3 of the Class R Certificate shall

represent 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 designations, the Remittance Rate and initial Class

Principal Balance for each Class of Certificates which, together with the Class

R-3 Component, constitute the entire beneficial interests in REMIC III.

Determined solely for purposes of satisfying Treasury regulation section

1.860G-1(a)(4)(iii), the "latest possible maturity date" for each Class of

Certificates shall be the first Distribution Date that is two years after the

end of the remaining amortization schedule of the Loan in the Mortgage Pool that

has, as of the Closing Date, the longest remaining amortization schedule,

irrespective of its scheduled maturity:

Initial

Certificate Assumed Final

Class Designation Principal Balance Pass-Through Rate Maturity Date/1

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

Class A-1 $93,411,000 LIBOR + 0.17% (2) January 25, 2034

Class A-2 $28,400,000 3.08% (2) January 25, 2034

Class A-3 $48,719,000 3.78% (2) January 25, 2034

Class A-4 $35,735,000 4.87% (2) January 25, 2034

Class A-5 $23,878,000 5.66% (2) January 25, 2034

Class A-6 $27,736,000 4.68% (2) January 25, 2034

Class A-IO $34,045,000 4.50% (2) February 25, 2006

Class M-1 $ 7,217,000 5.09% (2) January 25, 2034

Class M-2 $ 4,766,000 5.54% (2) January 25, 2034

Class M-3 $ 2,043,000 6.15% (2) January 25, 2034

Class CE $ 953,120 (4) January 25, 2034

Class P $ 00 N/A(5) January 25, 2034

___________________

(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date in the month following the maturity

date for the Loan with the latest maturity date has been designated as

the "latest possible maturity date" for each Class of Certificates.

(2) Subject to a rate cap as described herein.

(3) The Class A-IO Certificates will accrue interest at their Pass-Through

Rate on the Notional Amount of the Class A-IO Certificates calculated

in accordance with the definition of "Notional Amount" herein. The

Class A-IO Certificates will not be entitled to distributions in

respect of principal. For federal income tax purposes, the Class A-IO

Certificates will not have a Notional Amount, but will be entitled to

100% of amounts distributed on REMIC II Regular Interest LTII-IO-A and

REMIC II Regular Interest LTII-IO-B.

(4) The Class CE Certificates will not accrue interest on their Certificate

Principal Balance, but will accrue interest at their Pass-Through Rate

on the Notional Amount of the Class CE Certificates outstanding from

time to time which shall equal the aggregate of the Uncertificated

Principal Balances of the REMIC II

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

1 The Distribution date in the month after the maturity date for the

latest maturing Loan

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Regular Interests (other than REMIC II Regular Interest LTII-P, REMIC

II Regular Interest LTII-IO-A and REMIC II Regular Interest LTII-IO-B).

(5) The Class P Certificates are not entitled to distributions in respect

of interest.

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W I T N E S S E T H

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

In consideration of the mutual agreements herein contained, the

Depositor, the Master Servicer and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 DEFINITIONS.

Whenever used herein, the following words and phrases, unless the

context otherwise requires, shall have the meanings specified in this Article:

ACCEPTED MASTER SERVICING PRACTICES: With respect to any Loan, as

applicable, those customary mortgage servicing practices of prudent mortgage

servicing institutions that master service mortgage loans of the same type and

quality as such Loan in the jurisdiction where the related Mortgaged Property is

located, to the extent applicable to the Master Servicer (except in its capacity

as successor to a Servicer).

ACCOUNT: The Distribution Account and any Protected Account as the

context may require.

ADVANCE: Either (i) a Monthly Advance made by a Servicer as such term

is defined in and pursuant to the related Servicing Agreement or (ii) an advance

made by the Master Servicer pursuant to Section 4.4.

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. The Trustee may obtain

and rely on an Officer's Certificate of the Servicer or the Depositor to

determine whether any Person is an Affiliate of such party.

AGGREGATE CERTIFICATE PRINCIPAL BALANCE: At any given time, the sum of

the then current Class Principal Balances of all Classes of Certificates.

AGREEMENT: This Pooling and Servicing Agreement and all amendments and

supplements hereto.

ANNIVERSARY: Each anniversary of the Cut-Off Date.

APPRAISED VALUE: The amount set forth in an appraisal made by or for

the mortgage originator in connection with its origination of each Loan.

ASSIGNMENT: An assignment of the Mortgage, notice of transfer or

equivalent instrument, in recordable form, sufficient under the laws of the

jurisdiction where the related Mortgaged

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Property is located to reflect of record the sale and assignment of the Loan to

the Trustee, which assignment, notice of transfer or equivalent instrument may,

if permitted by law, be in the form of one or more blanket assignments covering

Mortgages secured by Mortgaged Properties located in the same county.

ASSIGNMENT AGREEMENTS: Shall mean (i) the Assignment, Assumption and

Recognition Agreement, dated as of February 27, 2004, among the Seller, the

Depositor and GMAC, pursuant to which the GMAC Servicing Agreement was assigned

to the Depositor, (ii) the Assignment, Assumption and Recognition Agreement,

dated as of February 27, 2004, among the Seller, the Depositor and Greenpoint

pursuant to which the Greenpoint Servicing Agreement was assigned to the

Depositor, (iii) the Assignment, Assumption and Recognition Agreement, dated as

of February 27, 2004, among the Seller, the Depositor and M&T, pursuant to which

the M&T Servicing Agreement was assigned to the Depositor and (iv) the

Assignment, Assumption and Recognition Agreement, dated as of February 27, 2004,

among the Seller, the Depositor and National City pursuant to which the National

City Servicing Agreement was assigned to the Depositor.

AUTHORIZED DENOMINATION: With respect to the Class A Certificates and

the Class M Certificates, minimum initial Certificate Principal Balances of

$25,000 and integral multiples of $1.00 in excess thereof. With respect to the

Class P Certificates, minimum initial Certificate Principal Balances of $20 and

integral multiples thereof. With respect to the Class CE Certificates, minimum

initial Certificate Principal Balances of $10,000 and integral multiples of

$1.00 in excess thereof.

AVAILABLE DISTRIBUTION AMOUNT: With respect to a Distribution Date, the

sum of the following amounts:

(1) the total amount of all cash received by or on behalf of each

Servicer with respect to the Loans serviced by it by the Determination Date for

such Distribution Date and not previously distributed (including Liquidation

Proceeds and Insurance Proceeds), except:

(a) all Prepaid Monthly Payments;

(b) all Curtailments received after the applicable Prepayment

Period;

(d) Insurance Proceeds and Liquidation Proceeds on such Loans

received after the applicable Prepayment Period;

(e) all amounts which are due and reimbursable to the related

Servicer pursuant to the terms of the related Servicing Agreement or to the

Master Servicer, the Securities Administrator, the Trustee or the Custodian

pursuant to the terms of this Agreement;

(f) the Servicing Fee, the Master Servicing Fee and the Credit

Risk Management Fee for each such Loan for such Distribution Date;

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(g) all investment earnings, if any, on amounts on deposit in

the Distribution Account and each Protected Account; and

(h) the amount of any Prepayment Charges collected by the

related Servicer in connection with the Principal Prepayment of any of the

Loans.

(2) to the extent advanced by a Servicer and/or the Master Servicer and

not previously distributed, the amount of any Advance made by a Servicer and/or

the Master Servicer with respect to such Distribution Date relating to the

Loans;

(3) to the extent advanced by the related Servicer and/or the Master

Servicer and not previously distributed, any amount payable as Compensating

Interest by the related Servicer and/or the Master Servicer on such Distribution

Date relating to the Loans; and

(4) the total amount, to the extent not previously distributed, of all

cash received by the Distribution Date by the Trustee or the Master Servicer, in

respect of a Purchase Obligation under Section 2.3 or any permitted repurchase

of a Loan.

BANKRUPTCY LOSS: A loss on a Loan as reported by the related Servicer,

arising out of (i) a reduction in the scheduled Monthly Payment for such Loan by

a court of competent jurisdiction in a case under the United States Bankruptcy

Code, other than any such reduction that arises out of clause (ii) of this

definition of "Bankruptcy Loss," including, without limitation, any such

reduction that results in a permanent forgiveness of principal, or (ii) with

respect to any Loan, a valuation, by a court of competent jurisdiction in a case

under such Bankruptcy Code, of the related Mortgaged Property in an amount less

than the then outstanding Principal Balance of such Loan.

BENEFICIAL HOLDER: A Person holding a beneficial interest in any

Book-Entry Certificate as or through a Depository Participant or an Indirect

Depository Participant or a Person holding a beneficial interest in any

Definitive Certificate.

BOOK-ENTRY CERTIFICATES: The Class A Certificates and the Class M

Certificates beneficial ownership and transfers of which shall be made through

book entries as described in Section 5.1 and Section 5.3.

BUSINESS DAY: Any day other than a Saturday, a Sunday, or a day on

which banking institutions in Maryland, Minnesota or New York are authorized or

obligated by law or executive order to be closed.

CAP CONTRACT: Shall mean the Cap Contract between the Trustee and

Deutsche Bank AG New York Branch, together with any successor thereto, for the

benefit of the Holders of the Class A-1 Certificates.

CERTIFICATE: Any one of the Certificates issued pursuant to this

Agreement, executed and authenticated by or on behalf of the Securities

Administrator hereunder in substantially one of the forms set forth in Exhibits

A-1, A-2, A-3, A-4, A-5 and A-6 hereto.

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CERTIFICATE PRINCIPAL BALANCE: The Certificate Principal Balance with

respect to a Senior Certificate (other than the Class A-IO Certificates, which

have no Certificate Principal Balance), Class M Certificate or Class P

Certificate outstanding at any time, represents the then maximum amount that the

holder of such certificate is entitled to receive as distributions allocable to

principal from the cash flow on the Loans and the other assets in the Trust

Fund. The Certificate Principal Balance of a Senior Certificate, Class M

Certificate or Class P Certificate as of any date of determination is equal to

the initial Certificate Principal Balance of such Certificate reduced by the

aggregate of (i) all amounts allocable to principal previously distributed with

respect to that Certificate and (ii) with respect to the Class M Certificates,

any reductions in the Certificate Principal Balance of such certificate deemed

to have occurred in connection with allocations of Realized Losses, if any. The

Certificate Principal Balance of the Class CE Certificates as of any date of

determination is equal to the excess, if any, of (i) the then aggregate

Principal Balance of the Loans over (ii) the then aggregate Certificate

Principal Balance of the Senior Certificates, the Class M Certificates and the

Class P Certificates. The initial Certificate Principal Balance of each Class of

Certificates is set forth in the Preliminary Statement hereto.

CERTIFICATE REGISTER: The register maintained pursuant to Section 5.3.

CERTIFICATEHOLDER OR HOLDER: The person in whose name a Certificate is

registered in the Certificate Register, except that solely for the purposes of

giving any consent pursuant to this Agreement, any Certificate registered in the

name of the Depositor, the Master Servicer, the Securities Administrator, the

Trustee or any Affiliate thereof shall be deemed not to be outstanding and the

Percentage Interest evidenced thereby shall not be taken into account in

determining whether the requisite percentage of Percentage Interests necessary

to effect any such consent has been obtained. The Trustee or the Securities

Administrator may conclusively rely upon a certificate of the Depositor, the

Seller 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 or the

Securities Administrator 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 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 Depository Participant.

CLASS: All Certificates having the same priority and rights to payments

from the Available Distribution Amount, designated as a separate Class, as set

forth in the forms of Certificates attached hereto as Exhibits A-1, A-2, A-3,

A-4, A-5 and A-6, as applicable.

CLASS A CERTIFICATES: The Class A-1, A-2, A-3, A-4, A-5, A-6 and A-IO

Certificates, collectively, and designated as such on the face thereof in

substantially the forms attached hereto as Exhibits A-1 or A-2, as applicable.

CLASS A-6 LOCKOUT DISTRIBUTION AMOUNT: For any Distribution Date shall

be the Class A-6 Lockout Distribution Percentage for that Distribution Date

multiplied by the product of (x) a fraction, the numerator of which is the

Certificate Principal Balance of the Class A-6 Certificates

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and the denominator of which is the aggregate Certificate Principal Balance of

all of the Senior Certificates, in each case immediately prior to such

Distribution Date and (y) the Senior Principal Distribution Amount for such

Distribution Date.

CLASS A-6 LOCKOUT DISTRIBUTION PERCENTAGE: For each Distribution Date,

the applicable percentage set forth below:

DISTRIBUTION DATES CLASS A-6 LOCKOUT DISTRIBUTION

------------------ PERCENTAGE

----------

March 2004 through and including 0%

February 2007

March 2007 through and including 45%

February 2009

March 2009 through and including 80%

February 2010

March 2010 through and including 100%

February 2011

March 2011 and thereafter 300%

CLASS M CERTIFICATES: The Class M-1, Class M-2 and Class M-3

Certificates, collectively, and designated as such on the face thereof in

substantially the form attached hereto as EXHIBIT A-3.

CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: will be, with respect to any

Distribution Date (i) prior to the Stepdown Date or on or after the Stepdown

Date if a Trigger Event is in effect for that Distribution Date, the remaining

Principal Distribution Amount for that Distribution Date after distribution of

the Senior Principal Distribution Amount or (ii) on or after the Stepdown Date

if a Trigger Event is not in effect for that Distribution Date, the lesser of:

o the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Senior Principal

Distribution Amount; and

o the excess of (A) the aggregate Certificate Principal Balance

of the Class M-1 Certificates immediately prior to that

Distribution Date over (B) the positive difference between (i)

the aggregate Principal Balance of the Loans as of the last

day of the related Due Period (after reduction for Realized

Losses incurred during the related Prepayment Period) and (ii)

the sum of (x) the aggregate Certificate Principal Balance of

the Class A Certificates (after taking into account the

payment of the Senior Principal Distribution Amount for such

Distribution Date) and (y) the product of (a) the aggregate

Principal Balance of the Loans as of the last day of the

related Due Period (after reduction for Realized Losses

incurred during the related Prepayment Period) and (b) the sum

of 5.00% and the Required Overcollateralization Percentage.

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CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: will be, with respect to any

Distribution Date (i) prior to the Stepdown Date or on or after the Stepdown

Date if a Trigger Event is in effect for that Distribution Date, the remaining

Principal Distribution Amount for that Distribution Date after distribution of

the Senior Principal Distribution Amount and the Class M-1 Principal

Distribution Amount or (ii) on or after the Stepdown Date if a Trigger Event is

not in effect for that Distribution Date, the lesser of:

o the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Senior Principal

Distribution Amount and the Class M-1 Principal Distribution

Amount; and

o the excess of (A) the aggregate Certificate Principal Balance

of the Class M-2 Certificates immediately prior to that

Distribution Date over (B) the positive difference between (i)

the aggregate Principal Balance of the Loans as of the last

day of the related Due Period (after reduction for Realized

Losses incurred during the related Prepayment Period) and (ii)

the sum of (x) the aggregate Certificate Principal Balance of

the Class A Certificates and the Class M-1 Certificates (after

taking into account the payment of the Senior Principal

Distribution Amount and the Class M-1 Principal Distribution

Amount for such Distribution Date) and (y) the product of (a)

the aggregate Principal Balance of the Loans as of the last

day of the related Due Period (after reduction for Realized

Losses incurred during the related Prepayment Period) and (b)

the sum of 1.50% and the Required Overcollateralization

Percentage.

CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: will be, with respect to any

Distribution Date (i) prior to the Stepdown Date or on or after the Stepdown

Date if a Trigger Event is in effect for that Distribution Date, the remaining

Principal Distribution Amount for that Distribution Date after distribution of

the Senior Principal Distribution Amount, the Class M-1 Principal Distribution

Amount and the Class M-2 Principal Distribution Amount or (ii) on or after the

Stepdown Date if a Trigger Event is not in effect for that Distribution Date,

the lesser of:

o the remaining Principal Distribution Amount for that

Distribution Date after distribution of the Senior Principal

Distribution Amount, the Class M-1 Principal Distribution

Amount and the Class M-2 Principal Distribution Amount; and

o the excess of (A) the aggregate Certificate Principal Balance

of the Class M-3 Certificates immediately prior to that

Distribution Date over (B) the positive difference between (i)

the aggregate Principal Balance of the Loans as of the last

day of the related Due Period (after reduction for Realized

Losses incurred during the related Prepayment Period) and (ii)

the sum of (x) the aggregate Certificate Principal Balance of

the Class A, Class M-1 and Class M-2 Certificates (after

taking into account the payment of the Senior Principal

Distribution Amount, the Class M-1 Distribution Amount and the

Class M-2 Distribution Amount for such Distribution Date) and

(y) the product of (a) the aggregate Principal Balance of the

Loans as of the last day of the related Due Period (after

reduction for Realized Losses incurred during the related

Prepayment Period) and (b) the Required Overcollateralization

Percentage.

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CLASS PRINCIPAL BALANCE: For any Class of Certificates (other than the

Class A-IO Certificates), the applicable initial Class Principal Balance set

forth in the Preliminary Statement hereto, corresponding to the rights of such

Class in payments of principal due to be passed through to Certificateholders

from principal payments on the Loans, as reduced from time to time by (x)

distributions allocable to principal made thereon and (y) with respect to the

Class M Certificates and Class CE Certificates the portion of Realized Losses

allocated thereto pursuant to Section 4.2 with respect to a given Distribution

Date. For any Distribution Date, the reduction of the Class Principal Balance of

any Class of Certificates pursuant to Section 4.2 shall be deemed effective

prior to the determination and distribution of principal on such Class pursuant

to Section 4.1(a). The Class Principal Balance for the Class A-1 Certificates

shall be referred to as the "Class A-1 Principal Balance", the Class Principal

Balance for the Class A-2 Certificates shall be referred to as the "Class A-2

Principal Balance" and so on. The Class Principal Balances of the Class A-IO

Certificates shall be zero.

CLASS R CERTIFICATE: The Certificate designated as "Class R" on the

face thereof in substantially the form attached hereto as EXHIBIT A-6, which has

been designated as the sole class of "residual interests" in REMIC I, REMIC II

and REMIC III, respectively, pursuant to Section 2.4.

CLASS R CERTIFICATEHOLDER: The registered Holder of the Class R

Certificate.

CLEARING AGENCY: An organization registered as a "clearing agency"

pursuant to Section 17A of the Securities and Exchange Act of 1934, as amended,

which initially shall be the Depository.

CLOSING DATE: February 27, 2004.

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

COMPENSATING INTEREST: For any Distribution Date, (i) with respect to

each Mortgage Loan serviced by National City, the aggregate Prepayment Interest

Shortfalls and Curtailment Shortfalls for such Loans for such Distribution Date,

(ii) with respect to each Mortgage Loan serviced by M&T, Greenpoint and GMAC, an

amount equal to the lesser of (a) the aggregate Prepayment Interest Shortfalls

and Curtailment Shortfalls for such Loans for such Distribution Date and (b) the

Servicing Fee payable to such Servicer, for such Distribution Date and (iii)

with respect to the Master Servicer, the amount described in Section 3.20 for

such Distribution Date.

COMPONENT R-1: The uncertificated residual interest in REMIC I.

COMPONENT R-2: The uncertificated residual interest in REMIC II.

COMPONENT R-3: The uncertificated residual interest in REMIC I.

CORPORATE TRUST OFFICE: The principal corporate trust office of the

Trustee or the Securities Administrator, as the case may be, 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 (i) with respect to the Trustee, HSBC Bank USA, 452

Fifth Avenue, New York, New York 10018, or at such other address as the Trustee

may

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designate from time to time by notice to the Certificateholders, the Depositor,

the Master Servicer and the Securities Administrator, or (ii) with respect to

the Securities Administrator, (A) for Certificate transfer and surrender

purposes, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue,

Minneapolis, Minnesota 55479, Attention: DMSI 2004-2 and (B) for all other

purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland

21045, Attention: DMSI 2004-2, or at such other address as the Securities

Administrator may designate from time to time by notice to the

Certificateholders, the Depositor, the Master Servicer and the Trustee.

CORRESPONDING CERTIFICATE: With respect to:

(i) REMIC II Regular Interest LTII-A1, the Class A-1

Certificates,

(ii) REMIC II Regular Interest LTII-A2, the Class A-2

Certificates,

(iii) REMIC II Regular Interest LTII-A3, the Class A-3

Certificates,

(iv) REMIC II Regular Interest LTII-A4, the Class A-4

Certificates,

(v) REMIC II Regular Interest LTII-A5, the Class A-5

Certificates,

(vi) REMIC II Regular Interest LTII-A6, the Class A-6

Certificates,

(vii) REMIC II Regular Interest LTII-M1 the Class M-1

Certificates,

(viii) REMIC II Regular Interest LTII-M2, the Class M-2

Certificates,

(ix) REMIC II Regular Interest LTII-M3, the Class M-3

Certificates, and

(x) REMIC II Regular Interest LTII-P, the Class P

Certificates.

CREDIT ENHANCEMENT PERCENTAGE: For any Class of Certificates and any

Distribution Date, the percentage by dividing (x) the sum of (i) the aggregate

Certificate Principal Balances of the Class or Classes of Certificates

subordinate to such Certificate and (ii) the Overcollateralization Amount by (y)

the aggregate Principal Balance of the Loans, calculated after taking into

account distributions of principal on the Loans and distribution of the

Principal Distribution Amount to the Certificates then entitled to distributions

of principal on such Distribution Date.

CREDIT RISK MANAGEMENT AGREEMENT OR CREDIT RISK MANAGEMENT AGREEMENTS:

Each agreement between the Credit Risk Manager and a Servicer or the Master

Servicer, regarding the loss mitigation and advisory services to be provided by

the Credit Risk Manager.

CREDIT RISK MANAGEMENT FEE: The amount payable to the Credit Risk

Manager on each Distribution Date as compensation for all services rendered by

it in the exercise and performance of any and all powers and duties of the

Credit Risk Manager under any Credit Risk Management Agreement, which amount

shall equal one twelfth of the product of (i) the Credit Risk

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Management Fee Rate multiplied by (ii) the Scheduled Principal Balance of the

Loans and any related REO Properties as of the first day of the related Due

Period.

CREDIT RISK MANAGEMENT FEE RATE: 0.01% per annum.

CREDIT RISK MANAGER: The Murrayhill Company, a Colorado corporation,

and its successors and assigns.

CURTAILMENT: Any voluntary payment of principal on a Loan, made by or

on behalf of the related Mortgagor, other than a Monthly Payment, a Prepaid

Monthly Payment or a Payoff, which is applied to reduce the outstanding

Principal Balance of the Loan.

CURTAILMENT SHORTFALL: With respect to any Distribution Date and any

Curtailment received during the related Prepayment Period, an amount equal to

one month's interest on such Curtailment at the applicable Mortgage Interest

Rate on such Loan, net of the related Servicing Fee Rate.

CUSTODIAL AGREEMENT: The Custodial Agreement dated as of February 1,

2004, among the Trustee, Wells Fargo as Custodian, GMAC, M&T, National City and

Greenpoint as such agreement may be amended or supplemented from time to time,

or any other custodial agreement entered into after the date hereof with respect

to any Loan subject to this Agreement.

CUSTODIAN: Either Wells Fargo or any other custodian appointed under

any custodial agreement entered into after the date of this Agreement.

CUT-OFF DATE: February 1, 2004; except that with respect to each

Substitute Loan, the Cut-Off Date shall be the date of substitution.

DEFINITIVE CERTIFICATES: As defined in Section 5.3.

DELETED LOAN: A Loan replaced or to be replaced by a Substitute Loan.

DELINQUENCY PERCENTAGE: As of the last day of the related Due Period,

the percentage equivalent of a fraction, the numerator of which is the Principal

Balance of all Loans that, as of the last day of the previous calendar month,

are 60 or more days delinquent, 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 Principal Balance of the Loans and REO Properties as

of the last day of the previous calendar month.

DEPOSITOR: Deutsche 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.

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DEPOSITORY AGREEMENT: The Letter of Representations, dated February 26,

2004 by and among the Depository, the Depositor and the Trustee.

DEPOSITORY PARTICIPANT: A broker, dealer, bank, other financial

institution or other Person for whom the Depository effects book-entry transfers

and pledges of securities deposited with the Depository.

DETERMINATION DATE: With respect to each Servicer, the day of the month

set forth as the Determination Date in the related Servicing Agreement.

DISQUALIFIED ORGANIZATION: A "disqualified organization" as defined in

Section 860E(e)(5) of the Code, and, for purposes of Article V herein, any

Person which is not a Permitted Transferee; provided, that a Disqualified

Organization does not include any Pass-Through Entity which owns or holds a

Class R Certificate and if which a Disqualified Organization, directly or

indirectly, may be a stockholder, partner or beneficiary.

DISTRIBUTION ACCOUNT: The trust account or accounts created and

maintained by the Securities Administrator pursuant to Section 3.23 for the

benefit of the Certificateholders and designated "Wells Fargo Bank, N.A., as

Securities Administrator, in trust for registered holders of Deutsche Mortgage

Securities, Inc. Mortgage Loan Trust, Series 2004-2". Funds in the Distribution

Account shall be held in trust for the Certificateholders for the uses and

purposes set forth in this Agreement. The Distribution Account must be an

Eligible Account.

DISTRIBUTION ACCOUNT DEPOSIT DATE: The Business Day prior to such

Distribution Date.

DISTRIBUTION DATE: With respect to distributions on the Certificates,

the 25th day (or, if such 25th day is not a Business Day, the Business Day

immediately succeeding such 25th day) of each month, with the first such date

being March 25, 2004. The "related Due Date" for any Distribution Date is the

Due Date immediately preceding such Distribution Date.

DUE DATE: The first day of each calendar month, which is the day on

which the Monthly Payment for each Loan is due, exclusive of any days of grace.

The "related Due Date" for any Distribution Date is the Due Date immediately

preceding such Distribution Date.

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 first day of the month in

which such Distribution Date occurs.

ELIGIBLE ACCOUNT: Any account or accounts held and established by the

Securities Administrator in trust for the Certificateholders at any Eligible

Institution.

ELIGIBLE INSTITUTION: An institution having (i) the highest short-term

debt rating, and one of the two highest long-term debt ratings of each Rating

Agency, (ii) with respect to the Distribution Account, an unsecured long-term

debt rating of at least one of the two highest unsecured long-term debt ratings

of each Rating Agency, or (iii) the approval of each Rating Agency.

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ELIGIBLE INVESTMENTS: Any one or more of the following obligations or

securities payable on demand or having a scheduled maturity on or before the

Business Day preceding the following Distribution Date (or, with respect to the

Distribution Account maintained with the Securities Administrator, having a

scheduled maturity on or before the following Distribution Date; provided that,

such Eligible Investments shall be managed by, or an obligation of, the

institution that maintains the Distribution Account if such Eligible Investments

mature on the Distribution Date), regardless of whether any such obligation is

issued by the Depositor, the applicable Servicer, the Trustee, the Master

Servicer, the Securities Administrator or any of their respective Affiliates and

having at the time of purchase, or at such other time as may be specified, the

required ratings, if any, provided for in this definition:

(a) direct obligations of, or guaranteed as to full and timely

payment of principal and interest by, the United States or any agency or

instrumentality thereof, provided, that such obligations are backed by the full

faith and credit of the United States of America;

(b) direct obligations of, or guaranteed as to timely payment

of principal and interest by, Freddie Mac, Fannie Mae or the Federal Farm Credit

System, provided, that any such obligation, at the time of purchase or

contractual commitment providing for the purchase thereof, is qualified by each

Rating Agency as an investment of funds backing securities rated "AAA" in the

case of S&P and Moody's (the initial rating of the Class A Certificates);

or bankers' acceptances issued by, any bank or trust company, savings and loan

association or savings bank, provided, that the short-term deposit ratings

and/or long-term unsecured debt obligations of such depository institution or

trust company (or in the case of the principal depository institutions in a

holding company system, the commercial paper or long-term unsecured debt

obligations of such holding company) have, in the case of commercial paper, the

highest rating available for such securities by each Rating Agency and, in the

case of long-term unsecured debt obligations, one of the two highest ratings

available for such securities by each Rating Agency, or in each case such lower

rating as will not result in the downgrading or withdrawal of the rating or

ratings then assigned to any Class of Certificates by any Rating Agency but in

no event less than the initial rating of the Senior Certificates;

(d) general obligations of or obligations guaranteed by any

state of the United States or the District of Columbia receiving one of the two

highest long-term debt ratings available for such securities by each Rating

Agency, or such lower rating as will not result in the downgrading or withdrawal

of the rating or ratings then assigned to any Class of Certificates by any

Rating Agency;

(e) commercial or finance company paper (including both

non-interest-bearing discount obligations and interest-bearing obligations

payable on demand or on a specified date not more than one year after the date

of issuance thereof) that is rated by each Rating Agency in its highest

short-term unsecured rating category at the time of such investment or

contractual commitment providing for such investment, and is issued by a

corporation the outstanding senior long-term debt obligations of which are then

rated by each Rating Agency in one of its two highest long-term unsecured rating

categories, or such lower rating as will not result in the downgrading or

withdrawal of the rating or ratings then assigned to any Class of

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Certificates by any Rating Agency but in no event less than the initial rating

of the Senior Certificates;

(f) guaranteed reinvestment agreements issued by any bank,

insurance company or other corporation rated in one of the two highest rating

levels available to such issuers by each Rating Agency at the time of such

investment, provided, that any such agreement must by its terms provide that it

is terminable by the purchaser without penalty in the event any such rating is

at any time lower than such level;

(g) repurchase obligations with respect to any security

described in clause (a) or (b) above entered into with a depository institution

or trust company (acting as principal) meeting the rating standards described in

(h) 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 rated by each Rating Agency in one of its two

highest long-term unsecured rating categories at the time of such investment or

contractual commitment providing for such investment; provided, however, that

securities issued by any such corporation will not be Eligible Investments to

the extent that investment therein would cause the outstanding principal amount

of securities issued by such corporation that are then held as part of the

Distribution Account to exceed 20% of the aggregate principal amount of all

Eligible Investments then held in the Distribution Account;

(i) units of taxable money market funds (including those for

which the Trustee, the Securities Administrator, the Master Servicer or any

affiliate thereof receives compensation with respect to such investment) which

funds have been rated by each Rating Agency rating such fund in its highest

rating category or which have been designated in writing by each Rating Agency

as Eligible Investments with respect to this definition;

(j) if previously confirmed in writing to the Trustee and the

Securities Administrator, any other demand, money market or time deposit, or any

other obligation, security or investment, as may be acceptable to each Rating

Agency as a permitted investment of funds backing securities having ratings

equivalent to the initial rating of the Class A Certificates; and

(k) such other obligations as are acceptable as Eligible

Investments to each Rating Agency;

provided, however, that such instrument continues to qualify as a "cash flow

investment" pursuant to Code Section 860G(a)(6) and that no instrument or

security shall be an Eligible Investment if (i) such instrument or security

evidences a right to receive only interest payments or (ii) the right to receive

principal and interest payments derived from the underlying investment provides

a yield to maturity in excess of 120% of the yield to maturity at par of such

underlying investment.

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

EXCHANGE ACT: The Securities Exchange Act of 1934, as amended.

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EXTRA PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Distribution

Date, the lesser of (i) the Net Monthly Excess Cashflow for such Distribution

Date and (ii) the Overcollateralization Increase Amount for such Distribution

Date.

FANNIE MAE: Fannie Mae, formerly known as the Federal National Mortgage

Association, or any successor thereto.

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

FREDDIE MAC: The Federal Home Loan Mortgage Corporation, or any

successor thereto.

GMAC: GMAC Mortgage Corporation, or any successor thereto.

GMAC SERVICING AGREEMENT: The Servicing Agreement, dated as of April 1,

2003 between the Seller and GMAC.

GREENPOINT: Greenpoint Mortgage Funding, Inc. or any successor thereto.

GREENPOINT SERVICING AGREEMENT: Shall mean the Master Mortgage Loan

Purchase and Servicing Agreement, dated as of August 1, 2003, between the Seller

and Greenpoint, as amended by Amendment Number One, dated as of August 1, 2003,

between the Seller and Greenpoint (as modified pursuant to the related

Assignment Agreement).

INDEPENDENT: When used with respect to any specified Person, any such

Person who (i) is in fact independent of the Depositor, each Servicer and the

Master Servicer, (ii) does not have any direct financial interest or any

material indirect financial interest in the Depositor, either Servicer or the

Master Servicer or any Affiliate of either and (iii) is not connected with the

Depositor, either Servicer or the Master Servicer as an officer, employee,

promoter, underwriter, trustee, partner, director or person performing similar

functions.

INDIRECT DEPOSITORY PARTICIPANTS: Entities such as banks, brokers,

dealers or trust companies that clear through or maintain a custodial

relationship with a Depository Participant, either directly or indirectly.

INSURANCE PROCEEDS: Proceeds of any title policy, hazard policy or

other insurance policy covering a Loan, to the extent such proceeds are not to

be applied to the restoration of the related Mortgaged Property or released to

the Mortgagor in accordance with the applicable Servicing Agreement.

INTEREST ACCRUAL PERIOD: With respect to the Certificates and each

Distribution Date, other than the Class A-1, Class P and Class R Certificates,

the calendar month preceding the month in which that Distribution Date occurs.

The Interest Accrual Period for the Class A-1 Certificates shall be (a) as to

the Distribution Date in March 2004, the period commencing on the Closing Date

and ending on the day preceding the Distribution Date in March 2004, and (b) as

to any Distribution Date after the Distribution Date in March 2004, the period

commencing on the Distribution Date in the month immediately preceding the month

in which that Distribution Date occurs and ending on the day preceding that

Distribution Date. Interest on the Certificates, other than the Class A-1, Class

P and Class R Certificates, will be calculated based on a 360-day year

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consisting of twelve 30-day months. Interest on the Class A-1 Certificates will

be calculated based on a 360-day year and the actual number of days elapsed in

the related Interest Accrual Period.

INTEREST CARRY FORWARD AMOUNT: With respect to any Distribution Date

and any Class of Class A Certificates or Class M 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 on such sum

calculated at the related Pass-Through Rate for the most recently ended Interest

Accrual Period.

INTEREST DISTRIBUTION AMOUNT: On any Distribution Date, for any Class

of Certificates (other than the Class P Certificates and the Class R

Certificates), the amount of interest accrued on such Class during the related

Interest Accrual Period which shall be equal to (a) the product of (1) 1/12th of

the Pass-Through Rate for such Class and (2) the Class Principal Balance or

Notional Amount, as applicable, for such Class before giving effect to

allocations of Realized Losses in connection with such Distribution Date or

distributions to be made on such Distribution Date, REDUCED BY (b) Uncompensated

Interest Shortfalls allocated to such Class pursuant to Section 1.2 and the

interest portion of Realized Losses allocated to such Class pursuant to Section

1.2.

INTEREST REMITTANCE AMOUNT: With respect to any Distribution Date is

that portion of the Available Distribution Amount attributable to interest

received or advanced on the Loans.

INVESTMENT WITHDRAWAL DISTRIBUTION DATE: As defined in Section 3.23(c).

LAST SCHEDULED DISTRIBUTION DATE: With respect to each Class of

Certificates other than the Class A-IO Certificates, January 25, 2034. With

respect to the Class A-IO Certificates, February 25, 2006.

LIBOR: For the initial Interest Accrual Period, on the Closing Date,

the Securities Administrator will determine the One-Month LIBOR for such

Interest Accrual Period based on information available on the second business

day preceding the Closing Date with respect to the Class A-1 Certificates, and

for any Interest Accrual Period thereafter, the one month rate which appears on

the Dow Jones Telerate System, page 3750, as of 11:00 a.m., London time on the

LIBOR Determination Date. If such rate is not provided, LIBOR shall mean the

rate determined by the Securities Administrator (or a calculation agent on its

behalf) in accordance with the following procedure:

(i) The Securities Administrator on the LIBOR Determination

Date will request the principal London offices of each of four major Reference

Banks in the London interbank market, as selected by the Securities

Administrator, to provide the Securities Administrator with its offered

quotation for deposits in United States dollars for the upcoming one-month

period, commencing on the second LIBOR Business Day immediately following such

LIBOR Determination Date, to prime banks in the London interbank market at

approximately 11:00 a.m. London time on such LIBOR Determination Date and in a

principal amount that is

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representative for a single transaction in United States dollars in such market

at such time. If at least two such quotations are provided, LIBOR determined on

such LIBOR Determination Date will be the arithmetic mean of such quotations.

(ii) If fewer than two quotations are provided, LIBOR

determined on such LIBOR Determination Date will be the arithmetic mean of the

rates quoted at approximately 11:00 a.m. in New York City on such LIBOR

Determination Date by three major banks in New York City selected by the

Securities Administrator for one-month United States dollar loans to lending

European banks, in a principal amount that is representative for a single

transaction in United States dollars in such market at such time; provided,

however, that if the banks so selected by the Securities Administrator are not

quoting as mentioned in this sentence, LIBOR determined on such LIBOR

Determination Date will continue to be LIBOR as then currently in effect on such

LIBOR Determination Date.

LIBOR BUSINESS DAY: Any day on which dealings in United States dollars

are transacted in the London interbank market.

LIBOR DETERMINATION DATE: The second LIBOR Business Day before the

first day of the related Interest Accrual Period.

LIQUIDATED LOAN: A Loan as to which a Servicer has determined in

accordance with its customary servicing practices that all amounts which it

expects to recover from or on account of such Loan, whether from Insurance

Proceeds, Liquidation Proceeds or otherwise, have been recovered. For purposes

of this definition, acquisition of a Mortgaged Property by the Trust Fund shall

not constitute final liquidation of the related Loan.

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 applicable Servicer pursuant to the related

Servicing Agreement or the Master Servicer in connection with (i) the taking of

all or a part of a Mortgaged Property by exercise of the power of eminent domain

or condemnation, (ii) the liquidation of a defaulted Loan through a trustee's

sale, foreclosure sale or otherwise, or (iii) the repurchase, substitution or

sale of a Loan or an REO Property pursuant to or as contemplated by Section 2.3

or Section 9.1.

LOAN DOCUMENTS: The documents evidencing or relating to each Loan

delivered to the Custodian under the Custodial Agreement on behalf of the

Trustee.

LOAN SCHEDULE: The schedule, as amended from time to time, of Loans,

attached hereto as Schedule One, which shall set forth as to each Loan the

following, among other things:

(i) the loan number of the Loan and name of the related

Mortgagor;

(ii) the street address of the Mortgaged Property

including city, state and zip code;

(iii) the Mortgage Interest Rate as of the Cut-Off Date;

(iv) the original term and maturity date of the related

Mortgage Note;

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(v) the original Principal Balance;

(vi) the first payment date;

(vii) the Monthly Payment in effect as of the Cut-Off Date;

(viii) the date of the last paid installment of interest;

(ix) the unpaid Principal Balance as of the close of

business on the Cut-Off Date;

(x) the Loan-to-Value ratio at origination;

(xi) the type of property and the Original Value of the

Mortgaged Property;

(xii) whether a primary mortgage insurance policy is in

effect as of the Cut-Off Date;

(xiii) the nature of occupancy at origination; and

(xiv) a code indicating whether the Loan is subject to

Prepayment Charge, the term of such Prepayment Charge

and the amount of such Prepayment Charge.

LOANS: The Mortgages and the related Mortgage Notes, each transferred

and assigned to the Trustee pursuant to the provisions hereof as from time to

time are held as part of the Trust Fund, as so identified in the Loan Schedule.

Each of the Loans is referred to individually in this Agreement as a "Loan".

LOAN-TO-VALUE RATIO: The original principal amount of a Loan divided by

the Original Value; however, references to "current Loan-to-Value Ratio" shall

mean the then current Principal Balance of a Loan divided by the Original Value.

M&T: M&T Mortgage Corporation, a New York banking corporation, or any

successor thereto.

M&T SERVICING AGREEMENT: The Interim Servicing and Servicing Rights

Purchase Agreement, dated as of December 1, 2003 between the Seller and M&T.

MARKER RATE: With respect to the Class CE Certificates and any

Distribution Date, a per annum rate equal to two (2) times the weighted average

of the REMIC II Remittance Rate for each of REMIC II Regular Interest LTII-A1,

REMIC II Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II

Regular Interest LTII-A4, REMIC II Regular Interest LTII-A5, REMIC II Regular

Interest LTII-A6, REMIC II Regular Interest LTII-M1, Regular Interest LTII-M2,

Regular Interest LTII-M3 and Regular Interest LTII-ZZ, with the rate on each

such REMIC II Regular Interest (other than REMIC II Regular Interest LTII-ZZ)

subject to a cap equal to Pass-Through Rate for the Corresponding Certificate,

and with the rate on REMIC II Regular Interest LTII-ZZ subject to a cap of zero

for the purpose of this calculation; provided however, each such cap for REMIC

II Regular Interest LTII-A1 shall be multiplied by a fraction

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the numerator of which is the actual number of days in the related Interest

Accrual Period and the denominator of which is 30.

MASTER SERVICER: As of the Closing Date, Wells Fargo Bank, N.A. and

thereafter, its respective successors in interest who meet the qualifications of

this Agreement. The Master Servicer and the Securities Administrator shall at

all times be the same Person.

MASTER SERVICER EVENT OF DEFAULT: One or more of the events described

in Section 7.1 hereof.

MASTER SERVICING FEE RATE: 0.0175% per annum.

MASTER SERVICING FEE: As to each Loan and any Distribution Date, an

amount equal to one twelfth of the product of the Master Servicing Fee Rate

multiplied by the Scheduled Principal Balance of such Loan as of the Due Date in

the month preceding the month of such Distribution Date.

MONTHLY PAYMENT: The scheduled payment of principal and interest on a

Loan which is due on any Due Date for such Loan after giving effect to any

reduction in the amount of interest collectible from any Mortgagor pursuant to

the Relief Act.

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

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 Loan Documents pertaining to a particular Loan.

MORTGAGE INTEREST RATE: For any Loan, the per annum rate at which

interest accrues on such Loan pursuant to the terms of the related Mortgage Note

without regard to any reduction thereof as a result of the Relief Act.

MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement

dated as of February 27, 2004, between the Depositor and the Seller.

MORTGAGE NOTE: The note or other evidence of indebtedness evidencing

the indebtedness of a Mortgagor under a Loan.

MORTGAGE POOL: All of the Loans.

MORTGAGED PROPERTY: With respect to any Loan, the real property,

together with improvements thereto, securing the indebtedness of the Mortgagor

under the related Loan.

MORTGAGOR: The obligor on a Mortgage Note.

NATIONAL CITY: National City Mortgage Co., or any successor thereto.

NATIONAL CITY SERVICING AGREEMENT: The Master Seller's Warranties and

Servicing Agreement, dated as of October 1, 2002 between the Seller and National

City as amended by

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Amendment Number One dated as of October 1, 2002 between the Seller and National

City (as modified pursuant to the related Assignment Agreement).

NET MONTHLY EXCESS CASHFLOW: With respect to any Distribution Date, the

sum of (i) any Overcollateralization Reduction Amount and (ii) the excess of (x)

the Available Distribution Amount over (y) the sum for such Distribution Date of

(A) the aggregate Senior Interest Distribution Amounts payable to the holders of

the Senior Certificates, (B) the aggregate Interest Distribution Amounts payable

to the holders of the Class M Certificates and (C) the Principal Remittance

Amount.

NET MORTGAGE RATE: For each Loan and for any date of determination, a

per annum rate equal to the Mortgage Interest Rate for such Loan less the

Servicing Fee Rate, the Master Servicing Fee Rate and the Credit Risk Management

Fee Rate.

NET WAC PASS-THROUGH RATE: For (a) the March 2004 Distribution Date

through the February 2006 Distribution Date, a per annum rate equal to (1) the

weighted average of the Net Mortgage Rates of the Loans as of the first day of

the month preceding the month in which such Distribution Date occurs minus (2)

the Pass-Through Rate for the Class A-IO Certificates for such Distribution Date

multiplied by a fraction, the numerator of which is the Notional Amount of the

Class A-IO Certificates immediately prior to such Distribution Date, and the

denominator of which is the aggregate Scheduled Principal Balance of the Loans

before giving effect to distributions on such Distribution Date, and (b) with

respect to any subsequent Distribution Date, the weighted average of the Net

Mortgage Rates of the Loans as of the first day of the month preceding the month

in which such Distribution Date occurs. The Net WAC Pass-Through Rate for the

Class A-1 Certificates shall be adjusted for the actual number of days in the

related Interest Accrual Period. For federal income tax purposes, the Net WAC

Rate, with respect to any Distribution Date, shall be expressed as the weighted

average of the Uncertificated REMIC II Pass-Through Rates on each REMIC II

Regular Interest (other than REMIC II Regular Interest LTII-IO-A and REMIC II

Regular Interest LTII-IO-B) weighted on the basis of the Uncertificated

Principal Balance of the REMIC II Regular Interests.

NET WAC RATE CARRYOVER AMOUNT: With respect to the Class A Certificates

(other than the Class A-IO Certificates) and the Class M Certificates and any

Distribution Date on which the pass-through rate is limited to the applicable

Net WAC Pass-Through Rate, an amount equal to the sum of (i) the excess of (x)

the amount of interest the Class A Certificates or Class M Certificates would

have been entitled to receive on such Distribution Date if the Net WAC

Pass-Through Rate had not been applicable to such Certificates on such

Distribution Date over (y) the amount of interest accrued on such Distribution

Date at the applicable Net WAC Pass-Through Rate plus (ii) the related Net WAC

Rate Carryover Amount for the previous Distribution Date not previously

distributed together with interest thereon at a rate equal to the related

Pass-Through Rate for such Class of Certificates for the most recently ended

Interest Accrual Period.

NONRECOVERABLE ADVANCE: With respect to any Loan, any Advance or

Servicing Advance which the related Servicer shall have determined to be a

Nonrecoverable Advance as defined in and pursuant to the related Servicing

Agreement, or which the Master Servicer shall have determined to be

nonrecoverable pursuant to Section 4.4, respectively, and which was or is

proposed to be made by such Servicer or the Master Servicer.

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NON-U.S. PERSON: A Person that is not a U.S. Person.

NOTIONAL AMOUNT: With respect to the Class A-IO Certificates will be as

follows: the lesser of (x) from and including the 1st Distribution Date through

and including the 6th Distribution Date, $34,045,000; from and including the 7th

Distribution Date through and including the 16th Distribution Date, $27,236,000;

from and including the 17th Distribution Date through and including the 19th

Distribution Date, $20,427,000; from and including the 20th Distribution Date

through and including the 23rd Distribution Date, $13,618,000; and on the 24th

Distribution Date, $9,533,000; thereafter $0 and (y) the then aggregate

principal balance of the Loans (prior to 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). For federal income tax purposes, the Class A-IO Certificates will not

have a Notional Amount, but will be entitled to 100% of amounts distributed on

REMIC II Regular Interest LTII-IO-A and REMIC II Regular Interest LTII-IO-B.

With respect to the Class CE Certificates, immediately prior to any Distribution

Date, the aggregate of the Uncertificated Principal Balances of the REMIC II

Regular Interests (other than REMIC II Regular Interest LTII-P).

OFFICER'S CERTIFICATE: With respect to any Person, a certificate signed

by the Chairman of the Board, the President or a Vice-President, however

denominated, of such Person (or, in the case of a Person which is not a

corporation, signed by the person or persons having like responsibilities), and

delivered to the Trustee.

OPINION OF COUNSEL: A written opinion of counsel, who may, without

limitation, be salaried counsel for the Depositor, a Servicer, the Securities

Administrator or the Master Servicer, acceptable to the Trustee, except that any

opinion of counsel relating to (a) the qualification of any REMIC as a REMIC or

(b) compliance with the REMIC Provisions must be an opinion of Independent

counsel.

ORIGINAL VALUE: With respect to any Loan other than a Loan originated

for the purpose of refinancing an existing mortgage debt, the lesser of (a) the

Appraised Value (if any) of the Mortgaged Property at the time the Loan was

originated or (b) the purchase price paid for the Mortgaged Property by the

Mortgagor. With respect to a Loan originated for the purpose of refinancing

existing mortgage debt, the Original Value shall be equal to the lesser of (a)

the Appraised Value of the Mortgaged Property at the time the Loan was

originated or (b) the appraised value at the time the refinanced mortgage debt

was incurred.

OTS: The Office of Thrift Supervision, or any successor thereto.

OVERCOLLATERALIZATION AMOUNT: Initially, approximately $953,220. With

respect to any Distribution Date following the Closing Date, the excess, if any,

of (a) the aggregate Principal Balances of the Loans and REO Properties

immediately following such Distribution Date over (b) the sum of the aggregate

Certificate Principal Balances of the Senior Certificates, the Class M

Certificates and the Class P Certificates as of such Distribution Date (after

taking into account all payments of principal on such Distribution Date).

OVERCOLLATERALIZATION INCREASE AMOUNT: With respect to any Distribution

Date, will be the amount, if any, by which the Required Overcollateralization

Amount exceeds the

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Overcollateralization Amount (calculated for this purpose only after assuming

that 100% of the Principal Remittance Amount on such Distribution Date has been

distributed).

OVERCOLLATERALIZATION REDUCTION AMOUNT: With respect to any

Distribution Date, is the lesser of (i) the Principal Remittance Amount and (ii)

the excess, if any, of (a) the Overcollateralization 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 (b) the Required Overcollateralization Amount; provided however that on any

Distribution Date on which a Trigger Event is in effect, the

Overcollateralization Reduction Amount shall equal zero.

OWNERSHIP INTEREST: With respect to any Residual Certificate, any

ownership or security interest in such Residual Certificate, including any

interest in a Residual Certificate as the Holder thereof and any other interest

therein whether direct or indirect, legal or beneficial, as owner or as pledge.

PASS-THROUGH ENTITY: Any regulated investment company, real estate

investment trust, common trust fund, partnership, trust or estate, and any

organization to which Section 1381 of the Code applies.

PASS-THROUGH RATE: With respect to the Class A Certificates (other than

the Class A-IO Certificates) and Class M Certificates and any Distribution Date,

the lesser of (i) the interest rate listed in the Preliminary Statement hereto

and (ii) the Net WAC Pass-Through Rate; provided, that with respect to the Class

A-5, Class A-6 and Class M Certificates, the interest rate listed in the

Preliminary Statement hereto shall be increased by 0.50% per annum on the

Distribution Date following the first possible optional termination date. With

respect to the Class A-IO Certificates (i) for the first twelve Distribution

Dates, 4.50% per annum, (ii) for the next twelve Distribution Dates, 3.50% per

annum and (iii) for any Distribution Date thereafter, 0.00%. For federal income

tax purposes, however, the Class A-IO Certificates will not have a Class A-IO

Pass-Through Rate, and the Interest Distribution Amount for the Class A-IO

Certificates and any Distribution Date will be deemed to be 100% of the amount

distributed on REMIC II Regular Interest LTII-IO-A and REMIC II Regular Interest

LTII-IO-B for such Distribution Date.

With respect to the Class CE Certificates, on any Distribution Date, a

per annum rate equal to the percentage equivalent of a fraction, the numerator

of which is (x) the sum of the amounts calculated pursuant to clauses (A)

through (L) below, and the denominator of which is (y) the aggregate of the

Uncertificated Principal Balances of the REMIC II Regular Interests (other than

REMIC II Regular Interest LTII-P). For purposes of calculating the Pass-Through

Rate for the Class CE Certificates, the numerator is equal to the sum of the

following components:

(A) the Uncertificated REMIC II Pass-Through Rate for REMIC II

Regular Interest LTII-AA minus the Marker Rate, applied to an amount equal to

the Uncertificated Principal Balance of REMIC II Regular Interest LTII-AA;

(B) the Uncertificated REMIC II Pass-Through Rate for REMIC II

Regular Interest LTII-A1 minus the Marker Rate, applied to an amount equal to

the Uncertificated Principal Balance of REMIC II Regular Interest LTII-A1;

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Regular Interest LTII-A2 minus the Marker Rate, applied to an amount equal to

the Uncertificated Principal Balance of REMIC II Regular Interest LTII-A2;

(D) the Uncertificated REMIC II Pass-Through Rate for REMIC II

Regular Interest LTII-A3 minus the Marker Rate, applied to an amount equal to

the Uncertificated Principal Balance of REMIC II Regular Interest LTII-A3;

(E) the Uncertificated REMIC II Pass-Through Rate for REMIC II

Regular Interest LTII-A4 minus the Marker Rate, applied to an amount equal to

the Uncertificated Principal Balance of REMIC II Regular Interest LTII-A4;

(F) the Uncertificated REMIC II Pass-Through Rate for REMIC II

Regular Interest LTII-A5 minus the Marker Rate, applied to an amount equal to

the Uncertificated Principal Balance of REMIC II Regular Interest LTII-A5;

(G) the Uncertificated REMIC II Pass-Through Rate for REMIC II

Regular Interest LTII-A6 minus the Marker Rate, applied to an amount equal to

the Uncertificated Principal Balance of REMIC II Regular Interest LTII-A6;

(H) the Uncertificated REMIC II Pass-Through Rate for REMIC II

Regular Interest LTII-M1 minus the Marker Rate, applied to an amount equal to

the Uncertificated Principal Balance of REMIC II Regular Interest LTII-M1;

(I) the Uncertificated REMIC II Pass-Through Rate for REMIC II

Regular Interest LTII-M2 minus the Marker Rate, applied to an amount equal to

the Uncertificated Principal Balance of REMIC II Regular Interest LTII-M2;

(J) the Uncertificated REMIC II Pass-Through Rate for REMIC II

Regular Interest LTII-M3 minus the Marker Rate, applied to an amount equal to

the Uncertificated Principal Balance of REMIC II Regular Interest LTII-M3;

(K) the Uncertificated REMIC II Pass-Through Rate for REMIC II

Regular Interest LTII-ZZ minus the Marker Rate, applied to an amount equal to

the Uncertificated Principal Balance of REMIC II Regular Interest LTII-ZZ; and

(L) 100% of the interest distributable on REMIC II Regular

Interest LTII-P.

PAYOFF: Any voluntary payment of principal on a Loan by a Mortgagor

equal to the entire outstanding Principal Balance of such Loan, if received in

advance of the last scheduled Due Date for such Loan and is not accompanied by

scheduled interest due on any date or dates in any month or months subsequent to

the month of such payment-in-full.

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

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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. Each Certificate is issuable only in minimum

Percentage Interests corresponding to the Authorized Denomination of the related

Class of Certificates; provided, however, that a single Certificate of each such

Class of Certificates may be issued having a Percentage Interest corresponding

to the remainder of the aggregate initial Certificate Principal Balance 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, is as set forth on the

face of such Certificate.

PERMITTED TRANSFEREE: With respect to the holding or ownership of any

Residual Certificate, any Person other than (i) the United States, a State or

any political subdivision thereof, or any agency or instrumentality of any of

the foregoing, (ii) a foreign government or International Organization, or any

agency or instrumentality of either of the foregoing, (iii) an organization

(except certain farmers' cooperatives described in Code Section 521) which is

exempt from the taxes imposed by Chapter 1 of the Code (unless such organization

is subject to the tax imposed by Section 511 of the Code on unrelated business

taxable income), (iv) rural electric and telephone cooperatives described in

Code Section 1381(a)(2)(C), (v) any electing large partnership under Section 775

of the Code, (vi) any Person from whom the Trustee or the Securities

Administrator has not received an affidavit to the effect that it is not a

"disqualified organization" within the meaning of Section 860E(e)(5) of the

Code, and (vii) any other Person so designated by the Depositor based upon an

Opinion of Counsel that the transfer of an Ownership Interest in a Residual

Certificate to such Person may cause the Trust Fund to fail to qualify as a

REMIC at any time that the Certificates are outstanding. The terms "United

States," "State" and "International Organization" shall have the meanings set

forth in Code Section 7701 or successor provisions. A corporation shall not be

treated as an instrumentality of the United States or of any State or political

subdivision thereof if all of its activities are subject to tax, and, with the

exception of the Freddie Mac, a majority of its board of directors is not

selected by such governmental unit.

PERSON: Any individual, corporation, limited liability company,

partnership, joint venture, association, joint-stock company, trust,

unincorporated organization or government or any agency or political subdivision

thereof.

PLAN: As defined in Section 5.3.

PREPAID MONTHLY PAYMENT: Any Monthly Payment received prior to its

scheduled Due Date, which is intended to be applied to a Loan on its scheduled

Due Date and held in the related Protected Account until the related Servicer

Remittance Date following its scheduled Due Date.

PREPAYMENT CHARGE: With respect to any Principal Prepayment, any

prepayment premium, penalty or charge payable by a Mortgagor in connection with

any Principal Prepayment on a Loan pursuant to the terms of the related Mortgage

Note.

PREPAYMENT CHARGE SCHEDULE: As of any date, the list of Loans providing

for a Prepayment Charge included in the Trust Fund on such date, attached hereto

as Schedule Two (including the prepayment charge summary attached thereto). The

Depositor shall deliver or cause the delivery of the Prepayment Charge Schedule

to the Master Servicer, the Trustee and

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the Credit Risk Manager on the Closing Date. The Prepayment Charge Schedule

shall set forth the following information with respect to each Prepayment

Charge:

(i) the 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 Mortgaged Loan;

(iv) the term of the related Prepayment Charge;

(v) the original Principal Balance of the related Loan;

and

(vi) the Principal Balance of the related Loan as of the

Cut-off Date.

PREPAYMENT INTEREST SHORTFALL: For any Distribution Date and any Loan

on which a Payoff was made by a Mortgagor during the related Prepayment Period,

an amount equal to one month's interest at the applicable Net Mortgage Rate on

such Loan less the amount of interest actually paid by the Mortgagor with

respect to such Payoff.

PREPAYMENT PERIOD: For any Distribution Date, the calendar month

immediately preceding such Distribution Date.

PRINCIPAL BALANCE: For any Loan and at the time of any determination,

the principal balance of such Loan remaining to be paid at the close of business

on the Cut-Off Date, after deduction of all principal payments due on or before

the Cut-Off Date whether or not received, reduced by the principal portion of

all amounts received with respect to such Loan after the Cut-Off Date and

distributed or to be distributed to Certificateholders through the Distribution

Date in the month of such determination. In the case of a Substitute Loan,

"Principal Balance" shall mean, at the time of any determination, the principal

balance of such Substitute Loan on the related Cut-Off Date, reduced by the

principal portion of all amounts received with respect to such Loan after the

Cut-Off Date and distributed or to be distributed to Certificateholders through

the Distribution Date in the month of determination. The Principal Balance of a

Liquidated Loan shall be zero.

PRINCIPAL DISTRIBUTION AMOUNT: On any Distribution Date, the sum of (i)

the principal portion of all scheduled Monthly Payments on the Loans due during

the related Due Period, whether or not received on or prior to the related

Determination Date, (ii) the principal portion of repurchase proceeds received

with respect to any Loan which was repurchased by the Depositor pursuant to a

Purchase Obligation or as permitted by this Agreement prior to such Distribution

Date or, in the case of a substitution, certain amounts representing a principal

adjustment and (iii) any other unscheduled payments of principal which were

received with respect to any Loan during the applicable Prepayment Period,

including Payoffs, Curtailments and Liquidation Proceeds, to the extent applied

as recoveries of principal on the Loans; minus (iv) the amount of any

Overcollateralization Reduction Amount for such Distribution Date and any

amounts payable or reimbursable therefrom to the Servicers, the Trustee, the

Custodian, the Master Servicer or the Securities Administrator prior to

distributions being made on the Certificates. In

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no event will the Principal Distribution Amount with respect to any Distribution

Date be (x) less than zero or (y) greater than the outstanding Certificate

Principal Balance of the Class A Certificates and the Class M Certificates.

PRINCIPAL PREPAYMENT: Any payment of principal on a Loan which

constitutes a Payoff or a Curtailment.

PRINCIPAL PREPAYMENT AMOUNT: On any Distribution Date and for the

Loans, the sum of (i) Curtailments received during the related Prepayment Period

and (ii) Payoffs received during the related Prepayment Period.

PRINCIPAL REMITTANCE AMOUNT: With respect to any Distribution Date will

be the sum of the amounts described in clauses (i) through (iii) of the

definition of Principal Distribution Amount net of any amounts payable or

reimbursable therefrom to the Trustee, the Custodian, the Securities

Administrator or the Servicers pursuant to this Agreement or the Custodial

Agreement.

PROTECTED ACCOUNT: An account or accounts established and maintained

for the benefit of the Certificateholders by each Servicer with respect to the

related Loans and with respect to REO Property pursuant to the applicable

Servicing Agreement.

PURCHASE OBLIGATION: An obligation of the Depositor to repurchase Loans

under the circumstances and in the manner provided in Section 2.3.

PURCHASE PRICE: With respect to any Loan to be purchased pursuant to a

Purchase Obligation, or any Loan to be purchased or repurchased relating to an

REO Property, and as confirmed by an Officers' Certificate from the Master

Servicer to the Trustee and the Securities Administrator, an amount equal to the

sum of (i) 100% of the Principal Balance thereof as of the date of purchase (or

such other price as provided in Section 9.1), (ii) in the case of (x) a Loan,

accrued interest on such Principal Balance at the applicable Net Mortgage Rate

from the date interest was last paid by the related Mortgagor or the date an

Advance by the applicable Servicer or the Master Servicer, which payment or

Advance had as of the date of purchase been distributed pursuant to Section 4.1,

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 Principal

Balance at the applicable Net Mortgage Rate from the date interest was last paid

by the related Mortgagor or the date an Advance by the applicable Servicer or

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

in accordance with the applicable Servicing Agreement, (iii) any unreimbursed

Servicing Advances and Advances (including Nonrecoverable Advances) and any

unpaid Servicing Fees or Master Servicing Fees allocable to such Loan or REO

Property and (iv) in the case of a Loan required to be purchased pursuant to

Section 2.3, expenses reasonably incurred or to be incurred by the Master

Servicer, the Servicers, the Trustee or the Securities Administrator in respect

of the breach or defect giving rise to a Purchase Obligation and any costs and

damages incurred by the Trust Fund in

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connection with any violation by any such Mortgage Loan of any predatory or

abusive lending law.

RATE CHANGE DATE: With respect to a REMIC II Regular Interest

Component, the first month in which the pass-through rate for such component is

equal to 0.00%.

RATING AGENCY: Initially, each of S&P and Moody's; thereafter, each

nationally recognized statistical rating organization that has rated the

Certificates at the request of the Depositor, or their respective successors in

interest.

RATINGS: As of any date of determination, the ratings, if any, of the

Certificates as assigned by each Rating Agency.

REALIZED LOSS: For any Distribution Date and any Loan which became a

Liquidated Loan during the related Prepayment Period, the sum of (i) the

Principal Balance of such Loan remaining outstanding (after all recoveries of

principal have been applied thereto) and the principal portion of Advances which

have been reimbursed with respect to such Loan, and (ii) the accrued interest on

such Loan remaining unpaid and the interest portion of Advances which have been

reimbursed from Liquidation Proceeds with respect to such Loan. The amounts

described in clause (i) shall be the principal portion of Realized Losses and

the amounts described in clause (ii) shall be the interest portion of Realized

Losses. For any Distribution Date and any Loan which is not a Liquidated Loan,

the amount of any Bankruptcy Loss incurred with respect to such Loan as of the

related Due Date shall be treated as a Realized Loss.

RECORD DATE: With respect to each Distribution Date and the

Certificates, other than Class A-1 Certificates, the last Business Day of the

month immediately preceding the month of the related Distribution Date; with

respect to the Class A-1 Certificates, the Business Day, preceding the related

Distribution Date.

REGULAR INTEREST CERTIFICATES: The Certificates, other than the Class R

Certificate.

RELIEF ACT: The Servicemembers Civil Relief Act, as amended, or similar

state laws.

RELIEF ACT INTEREST SHORTFALL: With respect to any Distribution Date

and a Loan, the reduction in the amount of interest collectible on such Loan for

the most recently ended calendar month immediately preceding such Distribution

Date 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, with respect to which a REMIC

election is to be made, consisting of: (i) the Loans (exclusive of payments of

principal and interest due on or before the Cut-off Date, if any, received by

the Master Servicer which shall not constitute an asset of the Trust Fund) as

from time to time are subject to this Agreement and all payments under and

proceeds of the Loans (exclusive of any Prepayment Charges and late payment fees

received on the Loans), together with all documents included in the related

Mortgage File, subject to Section 2.1; (ii) such funds or assets as from time to

time are deposited in the related

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Distribution Account in respect of a Loan and belonging to the Trust Fund; (iii)

any REO Property in respect of a Loan; (iv) the primary hazard insurance

policies, if any, the primary insurance policies, if any, and all other

insurance policies with respect to the Loans; (v) the Depositor's interest in

respect of the representations and warranties made by the Seller in the Mortgage

Loan Purchase Agreement as assigned to the Trustee pursuant to Section 2.1

hereof; and (vi) the Cap Contract.

REMIC I REGULAR INTEREST LTI-1: One of the separate non-certificated

beneficial ownership interests in REMIC I issued hereunder and designated as a

Regular Interest in REMIC I. REMIC I Regular Interest LTI-1 shall accrue

interest at the related Uncertificated REMIC I Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC I REGULAR INTEREST LTI-IO-1: One of the separate non-certificated

beneficial ownership interests in REMIC I issued hereunder and designated as a

Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-1 shall accrue

interest at the related Uncertificated REMIC I Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC I REGULAR INTEREST LTI-IO-2: One of the separate non-certificated

beneficial ownership interests in REMIC I issued hereunder and designated as a

Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-2 shall accrue

interest at the related Uncertificated REMIC I Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC I REGULAR INTEREST LTI-IO-3: One of the separate non-certificated

beneficial ownership interests in REMIC I issued hereunder and designated as a

Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-3 shall accrue

interest at the related Uncertificated REMIC I Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC I REGULAR INTEREST LTI-IO-4: One of the separate non-certificated

beneficial ownership interests in REMIC I issued hereunder and designated as a

Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-4 shall accrue

interest at the related Uncertificated REMIC I Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC I REGULAR INTEREST LTI-IO-5: One of the separate non-certificated

beneficial ownership interests in REMIC I issued hereunder and designated as a

Regular Interest in REMIC I. REMIC I Regular Interest LTI-IO-5 shall accrue

interest at the related Uncertificated REMIC I Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

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REMIC I REGULAR INTEREST LTI-P: One of the separate non-certificated

beneficial ownership interests in REMIC I issued hereunder and designated as a

Regular Interest in REMIC I. REMIC I Regular Interest LTI-P shall accrue

interest at the related Uncertificated REMIC I Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC I REGULAR INTERESTS: REMIC I Regular Interest LTI-1, REMIC I

Regular Interest LTI-IO-1, REMIC I Regular Interest LTI-IO-2, REMIC I Regular

Interest LTI-IO-3, REMIC I Regular Interest LTI-IO-4, REMIC I Regular Interest

LTI-IO-5 and REMIC I Regular Interest LTI-P.

REMIC II: The pool of assets consisting of the REMIC I Regular

Interests and all payments of principal or interest on or with respect to the

REMIC I Regular Interests after the Cut-Off Date.

REMIC II INTEREST LOSS ALLOCATION AMOUNT: With respect to any

Distribution Date, an amount equal to (a) the product of (i) the aggregate

Stated Principal Balance of the Mortgage Loans and REO Properties then

outstanding and (ii) the REMIC II Remittance Rate for REMIC II Regular Interest

II-LTAA minus the Marker Rate, divided by (b) 12.

REMIC II OVERCOLLATERALIZATION AMOUNT: With respect to any date of

determination, (i) 1% of the aggregate Uncertificated Principal Balances of the

REMIC II Regular Interests minus (ii) the aggregate of the Uncertificated

Balances of REMIC II Regular Interest LTII-A1, REMIC II Regular Interest

LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II Regular Interest LTII-A4,

REMIC II Regular Interest LTII-A5, REMIC II Regular Interest LTII-A6, REMIC II

Regular Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II Regular

Interest LTII-M3 and REMIC Regular Interest LTII-P, in each case as of such date

of determination.

REMIC II OVERCOLLATERALIZATION TARGET AMOUNT: 1% of the Required

Overcollateralization Amount.

REMIC II PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to any

Distribution Date, an amount equal to (a) the product of (i) the aggregate

Stated Principal Balance of the Mortgage Loans and REO Properties then

outstanding and (ii) 1 minus a fraction, the numerator of which is two times the

aggregate of the Uncertificated Principal Balances of REMIC II Regular Interest

LTII-A1, REMIC II Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3,

REMIC II Regular Interest LTII-A4, REMIC II Regular Interest LTII-A5, REMIC II

Regular Interest LTII-A6, REMIC II Regular Interest LTII-M1, REMIC II Regular

Interest LTII-M2, REMIC II Regular Interest LTII-M3 and REMIC II Regular

Interest LTII-ZZ.

REMIC II REGULAR INTERESTS: REMIC II Regular Interest LTII-AA, REMIC II

Regular Interest LTII-A1, REMIC II Regular Interest LTII-A2, REMIC II Regular

Interest LTII-A3, REMIC II Regular Interest LTII-A4, REMIC II Regular Interest

LTII-A5, REMIC II Regular Interest LTII-A6, REMIC II Regular Interest LTII-M1,

REMIC II Regular Interest LTII-M2, REMIC II Regular Interest LTII-M3, REMIC II

Regular Interest LTII-IO-A, REMIC II Regular Interest LTII-IO-B, , REMIC II

Regular Interest LTII-ZZ and REMIC II Regular Interest LTII-P.

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REMIC II REGULAR INTEREST LTII-AA: One of the separate non-certificated

beneficial ownership interests in REMIC II issued hereunder and designated as a

Regular Interest in REMIC II. REMIC II Regular Interest LTII-AA shall accrue

interest at the related Uncertificated REMIC II Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC II REGULAR INTEREST LTII-A1: One of the separate non-certificated

beneficial ownership interests in REMIC II issued hereunder and designated as a

Regular Interest in REMIC II. REMIC II Regular Interest LTII-A1 shall accrue

interest at the related Uncertificated REMIC II Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC II REGULAR INTEREST LTII-A2: One of the separate non-certificated

beneficial ownership interests in REMIC II issued hereunder and designated as a

Regular Interest in REMIC II. REMIC II Regular Interest LTII-A2 shall accrue

interest at the related Uncertificated REMIC II Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC II REGULAR INTEREST LTII-A3: One of the separate non-certificated

beneficial ownership interests in REMIC II issued hereunder and designated as a

Regular Interest in REMIC II. REMIC II Regular Interest LTII-A3 shall accrue

interest at the related Uncertificated REMIC II Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC II REGULAR INTEREST LTII-A4: One of the separate non-certificated

beneficial ownership interests in REMIC II issued hereunder and designated as a

Regular Interest in REMIC II. REMIC II Regular Interest LTII-A4 shall accrue

interest at the related Uncertificated REMIC II Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC II REGULAR INTEREST LTII-A5: One of the separate non-certificated

beneficial ownership interests in REMIC II issued hereunder and designated as a

Regular Interest in REMIC II. REMIC II Regular Interest LTII-A5 shall accrue

interest at the related Uncertificated REMIC II Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC II REGULAR INTEREST LTII-A6: One of the separate non-certificated

beneficial ownership interests in REMIC II issued hereunder and designated as a

Regular Interest in REMIC II. REMIC II Regular Interest LTII-A6 shall accrue

interest at the related Uncertificated REMIC II Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of

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principal, subject to the terms and conditions hereof, in an aggregate amount

equal to its initial Uncertificated Principal Balance as set forth in the

Preliminary Statement hereto.

REMIC II REGULAR INTEREST LTII-IO-A: One of the separate

non-certificated beneficial ownership interests in REMIC II issued hereunder and

designated as a Regular Interest in REMIC II. REMIC II Regular Interest

LTII-IO-A shall accrue interest as provided herein and shall not be entitled to

distributions of principal.

REMIC II REGULAR INTEREST LTII-IO-B: One of the separate

non-certificated beneficial ownership interests in REMIC II issued hereunder and

designated as a Regular Interest in REMIC II. REMIC II Regular Interest

LTII-IO-B shall accrue interest as provided herein and shall not be entitled to

distributions of principal.

REMIC II REGULAR INTEREST LTII-M1: One of the separate non-certificated

beneficial ownership interests in REMIC II issued hereunder and designated as a

Regular Interest in REMIC II. REMIC II Regular Interest LTII-M1 shall accrue

interest at the related Uncertificated REMIC II Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC II REGULAR INTEREST LTII-M2: One of the separate non-certificated

beneficial ownership interests in REMIC II issued hereunder and designated as a

Regular Interest in REMIC II. REMIC II Regular Interest LTII-M2 shall accrue

interest at the related Uncertificated REMIC II Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC II REGULAR INTEREST LTII-M3: One of the separate non-certificated

beneficial ownership interests in REMIC II issued hereunder and designated as a

Regular Interest in REMIC II. REMIC II Regular Interest LTII-M3 shall accrue

interest at the related Uncertificated REMIC II Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC II REGULAR INTEREST LTII-P: One of the separate non-certificated

beneficial ownership interests in REMIC II issued hereunder and designated as a

Regular Interest in REMIC II. REMIC II Regular Interest LTII-P shall accrue

interest at the related Uncertificated REMIC II Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

REMIC II REGULAR INTEREST LTII-ZZ: One of the separate non-certificated

beneficial ownership interests in REMIC II issued hereunder and designated as a

Regular Interest in REMIC II. REMIC II Regular Interest LTII-ZZ shall accrue

interest at the related Uncertificated REMIC II Pass-Through Rate in effect from

time to time, and shall be entitled to distributions of principal, subject to

the terms and conditions hereof, in an aggregate amount equal to its initial

Uncertificated Principal Balance as set forth in the Preliminary Statement

hereto.

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REMIC II REGULAR INTEREST LTII-ZZ MAXIMUM INTEREST DEFERRAL AMOUNT:

With respect to any Distribution Date, the excess of (i) accrued interest at the

Uncertificated REMIC II Pass-Through Rate applicable to REMIC II Regular

Interest LTII-ZZ for such Distribution Date on a balance equal to the

Uncertificated Principal Balance of REMIC II Regular Interest LTII-ZZ minus the

REMIC II Overcollateralization Amount, in each case for such Distribution Date,

over (ii) Uncertificated Accrued Interest on REMIC II Regular Interest LTII-A1,

REMIC II Regular Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II

Regular Interest LTII-A4, REMIC II Regular Interest LTII-A5, REMIC II Regular

Interest LTII-A6, REMIC II Regular Interest LTII-M1, REMIC II Regular Interest

LTII-M2 and REMIC II Regular Interest LTII-M3 for such Distribution Date, with

the rate on each such REMIC II Regular Interest subject to a cap equal to the

related Pass-Through Rate.

REMIC III: The pool of assets consisting of the REMIC II Regular

Interests and all payments of principal or interest on or with respect to the

REMIC II Regular Interests after the Cut Off Date.

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: A REMIC I Regular Interest, REMIC II Regular

Interest or a Regular Interest Certificate.

REMITTANCE REPORT: A report by the Securities Administrator pursuant to

Section 4.3.

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 Scheduled Principal Balance

of such REO Property (or, in the case of the first such calendar month, of the

related Loan, if appropriate) as of the close of business on the Distribution

Date in such calendar month.

REO PROPERTY: A Mortgaged Property, title to which has been acquired by

a Servicer on behalf of the Trust Fund through foreclosure, deed in lieu of

foreclosure or otherwise.

REQUIRED OVERCOLLATERALIZATION AMOUNT: With respect to any Distribution

Date following the Closing Date, shall be an amount equal to $953,253.

REQUIRED OVERCOLLATERALIZATION PERCENTAGE: For any Distribution Date, a

percentage equal to (a) the Required Overcollateralization Amount divided by (b)

the aggregate Principal Balance of the 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

after reduction for Realized Losses incurred during the related Prepayment

Period).

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RESIDUAL CERTIFICATE: The Class R Certificate, which is being issued in

a single class. Components R-1, R-2 and R-3 of the Class R Certificate are

hereby each designated the sole Class of "residual interests" in REMIC I, REMIC

II and REMIC III, respectively, for purposes of Section 860G(a)(2) of the Code.

RESERVE FUND: Shall mean the separate trust account created and

maintained by the Securities Administrator pursuant to Section 3.25 hereof.

RESERVE INTEREST RATE: The rate per annum that the Securities

Administrator determines to be either (i) the arithmetic mean of the one-month

U.S. dollar lending rates which New York City banks selected by the Securities

Administrator are quoting on the relevant LIBOR Determination Date to the

principal London offices of leading banks in the London interbank market or (ii)

in the event that the Securities Administrator can determine no such arithmetic

mean, the lowest one-month U.S. dollar lending rate which New York City banks

selected by the Securities Administrator are quoting on such Interest

Determination Date to leading European banks.

RESPONSIBLE OFFICER: When used with respect to the Trustee, any officer

in the corporate trust department or similar group of the Trustee with direct

responsibility for the administration of this Agreement and also, with respect

to a particular corporate trust matter, any other officer to whom such matter is

referred because of his or her knowledge of and familiarity with the particular

subject. When used with respect to the Master Servicer or the Securities

Administrator, the Chairman or Vice-Chairman of the Board of Directors or

Trustees, the Chairman or Vice-Chairman of the Executive or Standing Committee

of the Board of Directors or Trustees, the President, the Chairman of the

Committee on Trust Matters, any Vice-President, any Assistant Vice-President,

the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer,

the Cashier, any Assistant Cashier, any Trust Officer or Assistant Trust

Officer, the Controller, any Assistant Controller or any other officer

customarily performing functions similar to those performed by any of the

above-designated officers and in each case having direct responsibility for the

administration of this Agreement, and also, with respect to a particular matter,

any other officer to whom such matter is referred because of such officer's

knowledge of and familiarity with the particular subject. When used with respect

to the Depositor or any other Person, the Chairman or Vice-Chairman of the Board

of Directors, the Chairman or Vice-Chairman of any executive committee of the

Board of Directors, the President, any Vice-President, the Secretary, any

Assistant Secretary, the Treasurer, any Assistant Treasurer, or any other

officer of the Depositor customarily performing functions similar to those

performed by any of the above-designated officers and also, with respect to a

particular matter, any other officer to whom such matter is referred because of

such officer's knowledge of and familiarity with the particular subject.

S&P: Standard & Poor's Ratings Services, a division of The McGraw Hill

Companies, Inc. provided, that at any time it is a Rating Agency.

SCHEDULED PRINCIPAL BALANCE: With respect to any Loan and a Due Date,

the unpaid principal balance of such Loan as specified in the amortization

schedule (before any adjustment to such schedule by reason of bankruptcy or

similar proceeding or any moratorium or similar waiver or grace period) for such

Due Date, after giving effect to any previously applied

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Curtailments, the payment of principal on such Due Date and any reduction of the

principal balance of such Loan by a bankruptcy court, irrespective of any

delinquency in payment by the related Mortgagor.

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

SECURITIES ADMINISTRATOR: As of the Closing Date, Wells Fargo Bank,

N.A. and thereafter, its respective successors in interest who meet the

qualifications of this Agreement. The Securities Administrator and the Master

Servicer shall at all times be the same Person.

SELLER: Deutsche Bank AG New York Branch, or its successor in interest,

in its capacity as seller under the Mortgage Loan Purchase Agreement and in its

capacity as assignor under the Assignment Agreements.

SENIOR CERTIFICATES: The Class A Certificates.

SENIOR INTEREST DISTRIBUTION AMOUNT: With respect to any Distribution

Date, an amount equal to the sum of (i) the Interest Distribution Amount for

such Distribution Date for the Class A Certificates and (ii) the Interest Carry

Forward Amount, if any, for such Distribution Date for the Class A Certificates.

SENIOR PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Distribution

Date (i) prior to the Stepdown Date or on or after the Stepdown Date if a

Trigger Event is in effect, the Principal Distribution Amount or (ii) on or

after the Stepdown Date if a Trigger Event is not in effect for that

Distribution Date, the lesser of:

(a) the Principal Distribution Amount for that Distribution

Date; and

(b) the excess of (A) the aggregate Certificate Principal

Balance of the Class A Certificates immediately prior to that Distribution Date

over (B) the positive difference between (i) the aggregate Principal Balance of

the Loans as of the last day of the related Due Period (after reduction for

Realized Losses incurred during the related Prepayment Period) and (ii) the

product of (x) the aggregate Principal Balance of the Loans as of the last day

of the related Due Period (after reduction for Realized Losses incurred during

the related Prepayment Period) and (y) the sum of 10.30% and the Required

Overcollateralization Percentage.

SERVICER: GMAC, M&T, National City or Greenpoint, as applicable, or any

successor appointed under the applicable Servicing Agreement.

SERVICER REMITTANCE DATE: With respect to each Distribution Date shall

mean (i) with respect to GMAC and M&T, 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 preceding such 18th day, (ii) with respect to

National City, 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 following such 18th day and (ii) with respect to Greenpoint, 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.

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SERVICING ADVANCES: The customary reasonable and necessary

"out-of-pocket" costs and expenses incurred by the applicable Servicer in

connection with a default, delinquency or other unanticipated event by the

applicable 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 Loan and (iii) the management

(including reasonable fees in connection therewith) and liquidation of any REO

Property. No Servicer shall be required to make any Servicing Advance in respect

of a Loan or REO Property that, in the good faith business judgment of such

Servicer, would not be ultimately recoverable from related Insurance Proceeds or

Liquidation Proceeds on such Loan or REO Property as provided herein.

SERVICING AGREEMENT: The GMAC Servicing Agreement, the M&T Servicing

Agreement, the National City Servicing Agreement or the Greenpoint Servicing

Agreement.

SERVICING FEE: With respect to each Loan and for any Distribution Date,

an amount equal to one twelfth of the product of the Servicing Fee Rate

multiplied by the Scheduled Principal Balance of such Loan as of the Due Date in

the month preceding the month of such Distribution Date. The Servicing Fee is

payable solely from collections of interest on the Loans or as otherwise

provided in the related Servicing Agreement.

SERVICING FEE RATE: 0.25% per annum.

SERVICING OFFICER: Any individual involved in, or responsible for, the

administration and servicing of the Loans whose name and specimen signature

appear on a list of servicing officers furnished to the Trustee, the Depositor

and the Securities Administrator on the Closing Date by each Servicer and the

Master Servicer, as such lists may from time to time be amended.

STARTUP DAY: With respect to the REMIC, the day designated as such

pursuant to Section 10.1(b) hereof.

STEPDOWN DATE: The earlier to occur of (i) the later to occur of (a)

the Distribution Date occurring in March 2007 and (b) the first Distribution

Date on which the Credit Enhancement Percentage (calculated for this purpose

only after taking into account distributions of principal on the Loans but prior

to any distribution of the Principal Distribution Amount to the

Certificateholders then entitled to distributions of principal on such

Distribution Date) is equal to or greater than 11.00% and (ii) the first

Distribution Date on which the aggregate Certificate Principal Balance of the

Senior Certificates has been reduced to zero.

SUBSTITUTE LOAN: A mortgage loan substituted for a Deleted Loan

pursuant to the terms of this Agreement which must, on the date of such

substitution, (i) have an outstanding 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 Loan as of the Due Date in the calendar month during which the

substitution occurs, (ii) have a Mortgage Interest Rate not less than (and not

more than one percentage point in excess of) the Mortgage Interest Rate of the

Deleted Loan, (iii) have a remaining term to maturity not greater than (and not

more than one year less than) that of the Deleted Loan, (iv) have the same Due

Date as the Due Date on the Deleted Loan, (v) 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 Loan as of such date,

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(vi) have a risk grading at least equal to the risk grading assigned on the

Deleted Loan, (vii) is a "qualified mortgage" as defined in the REMIC Provisions

and (vii) conform to each representation and warranty set forth in Section 6 of

the Mortgage Loan Purchase Agreement applicable to the Deleted Loan. In the

event that one or more mortgage loans are substituted for one or more Deleted

Loans, the amounts described in clause (i) hereof shall be determined on the

basis of aggregate principal balances, the Mortgage Interest Rates described in

clause (ii) hereof shall be determined on the basis of weighted average Mortgage

Interest Rates, the terms described in clause (iii) hereof shall be determined

on the basis of weighted average remaining term to maturity, the Loan-to-Value

Ratios described in clause (v) hereof shall be satisfied as to each such

mortgage loan, the risk gradings described in clause (vi) 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 (vii) hereof must be satisfied as to each Substitute Loan or in the

aggregate, as the case may be. In the event that the Deleted Loan is a Discount

Loan, the Substitute Loan(s) shall be deemed to be a Discount Loan(s) regardless

of the Net Mortgage Rate thereof.

TAX MATTERS PERSON: The Holder of the Class R Certificates issued

hereunder or any Permitted Transferee of such Class R Certificateholder shall be

the initial "tax matters person" for REMIC I, REMIC II and REMIC III within the

meaning of Section 6231(a)(7) of the Code. For tax years commencing after any

transfer of the Class R Certificate, the holder of the greatest Percentage

Interest in the Class R Certificate at year end shall be designated as the Tax

Matters Person with respect to that year. If the Tax Matters Person becomes a

Disqualified Organization, the last preceding Holder of such Authorized

Denomination of the Class R Certificate that is not a Disqualified Organization

shall be Tax Matters Person pursuant to Section 5.3(e). If any Person is

appointed as tax matters person by the Internal Revenue Service pursuant to the

Code, such Person shall be Tax Matters Person.

TERMINATION PRICE: As defined in Section 9.1.

TERMINATOR: As defined in Section 9.1.

TRANSFER: Any direct or indirect transfer, sale, pledge or other

disposition of, or directly or indirectly transferring, selling or pledging, any

Ownership Interest in a Class CE Certificate, Class P Certificate or Residual

Certificate.

TRANSFEREE: Any Person who is acquiring by Transfer any Ownership

Interest in a Class CE Certificate, Class P Certificate or Residual Certificate.

TRIGGER EVENT: A Trigger Event has occurred with respect to a

Distribution Date if (x) the Delinquency Percentage exceeds 55% of the Credit

Enhancement Percentage of the Class A Certificates for the prior Distribution

Date or (y) the aggregate amount of Realized Losses incurred since the Cut-Off

Date through the last day of the related Due Period divided by the aggregate

Principal Balance of the Loans as of the Cut-Off exceeds the applicable

percentages set forth below with respect to such Distribution Date:

Distribution Date Percentage

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

March 2007 to February 2008 0.75%

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March 2008 to February 2009 0.95%

March 2009 to February 2010 1.20%

March 2010 to February 2011 1.35%

March 2011 and thereafter 1.50%

TRUST FUND: Collectively, all of the assets of REMIC I, REMIC II and

REMIC III, and the Reserve Fund and any amounts on deposit therein and any

proceeds thereof, the Prepayment Charges and the Cap Contract.

TRUSTEE: HSBC Bank USA, a New York banking corporation, or its

successor in interest, or any successor trustee appointed as herein provided.

UNCERTIFICATED ACCRUED INTEREST: With respect to each Uncertificated

REMIC Regular Interest on each Distribution Date, an amount equal to one month's

interest at the related Uncertificated Pass-Through Rate on the Uncertificated

Principal Balance or Uncertificated Notional Amount, as applicable, of such

REMIC Regular Interest. In each case, Uncertificated Accrued Interest will be

reduced by any Prepayment Interest Shortfalls and shortfalls resulting from

application of the Relief Act (allocated to such REMIC Regular Interests as set

forth in Sections 1.2 and 4.5).

UNCERTIFICATED NOTIONAL AMOUNT: With respect to REMIC II Regular

Interest LTII-IO-A and (i) each Distribution Date from and including the

Distribution Date in March 2004 to and including the Distribution Date in August

2004, the aggregate Uncertificated Principal Balances of REMIC I Regular

Interest LTI-IO-1 through REMIC I Regular Interest LTI-IO-5, (ii) each

Distribution Date from and including the Distribution Date in September 2004 to

and including the Distribution Date in June 2005, the aggregate Uncertificated

Principal Balances of REMIC I Regular Interest LTI-IO-2 through REMIC I Regular

Interest LTI-IO-5, (iii) each Distribution Date from and including the

Distribution Date in July 2005 to and including the Distribution Date in

September 2005, the aggregate Uncertificated Principal Balances of REMIC I

Regular Interest LTI-IO-3 through REMIC I Regular Interest LTI-IO-5, (iv) each

Distribution Date from and including the Distribution Date in October 2005 to

and including the Distribution Date in January 2006, the aggregate

Uncertificated Principal Balances of REMIC I Regular Interest LTI-IO-4 and REMIC

I Regular Interest LTI-IO-5, (v) the Distribution Date in February 2006, the

Uncertificated Principal Balance of REMIC I Regular Interest LTI-IO-5, and (vi)

each Distribution Date thereafter, $0.

UNCERTIFICATED PRINCIPAL BALANCE: With respect to each REMIC Regular

Interest (other than REMIC II Regular Interest LTII-IO-A and REMIC II Regular

Interest LTII-IO-B, the principal amount of such REMIC Regular Interest

outstanding as of any date of determination. As of the Closing Date, the

Uncertificated Principal Balance of each REMIC Regular Interest (other than

REMIC I Regular Interest LTII-IO) shall equal the amount set forth in the

Preliminary Statement hereto as its initial Uncertificated Principal Balance. On

each Distribution Date, the Uncertificated Principal Balance of each REMIC

Regular Interest shall be reduced by all distributions of principal made on such

REMIC Regular Interest on such Distribution Date pursuant to Section 4.5 and, if

and to the extent necessary and appropriate, shall be further reduced on such

Distribution Date by Realized Losses as provided in Section 4.2. The

Uncertificated Principal Balance of each REMIC Regular Interest shall never be

less than zero.

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REMIC II Regular Interest LTII-IO-A and REMIC II Regular Interest LTII-IO-B will

not have Uncertificated Principal Balances.

UNCERTIFICATED REMIC I PASS-THROUGH RATE: A per annum rate equal to the

average of the Net Mortgage Rates of the Mortgage Loans as of the first day of

the related Due Period, weighted on the basis of the Stated Principal Balances

as of the first day of the related Due Period.

UNCERTIFICATED REMIC II PASS-THROUGH RATE: With respect to REMIC II

Regular Interest LTII-AA, REMIC II Regular Interest LTII-A1, REMIC II Regular

Interest LTII-A2, REMIC II Regular Interest LTII-A3, REMIC II Regular Interest

LTII-A4, REMIC II Regular Interest LTII-A5, REMIC II Regular Interest LTII-A6,

REMIC II Regular Interest LTII-M1, REMIC II Regular Interest LTII-M2, REMIC II

Regular Interest LTII-M3 and REMIC II Regular Interest LTII-ZZ, a per annum rate

(but not less than zero) equal to the weighted average of: (x) with respect to

REMIC I Regular Interest LTI-1 and REMIC I Regular Interest LTI-P, the

Uncertificated REMIC I Pass-Through Rate for such REMIC I Regular Interest for

each such Distribution Date, and (y) with respect to REMIC I Regular Interest

LTI-IO-1 through REMIC I Regular Interest LTI-IO-5 for each Distribution Date

listed below, the weighted average of the rates listed below for each such REMIC

I Regular Interest listed below, weighted on the basis of the Uncertificated

Principal Balance of each such REMIC I Regular Interest:

<TABLE>

Distribution

Date Remic I Regular Interests Rate

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

1 LTI-IO-1 through LTI-IO-5 (a) Uncertificated REMIC IAN Pass-Through Rate over (b) 4.50%

2 LTI-IO-1 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 4.50%

3 LTI-IO-1 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 4.50%

4 LTI-IO-1 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 4.50%

5 LTI-IO-1 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 4.50%

6 LTI-IO-1 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 4.50%

7 LTI-IO-2 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 4.50%

LTI-IO-1 Uncertificated REMIC I Pass-Through Rate

8 LTI-IO-2 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 4.50%

LTI-IO-1 Uncertificated REMIC I Pass-Through Rate

9 LTI-IO-2 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 4.50%

LTI-IO-1 Uncertificated REMIC I Pass-Through Rate

10 LTI-IO-2 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 4.50%

LTI-IO-1 Uncertificated REMIC I Pass-Through Rate

11 LTI-IO-2 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 4.50%

LTI-IO-1 Uncertificated REMIC I Pass-Through Rate

12 LTI-IO-2 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 4.50%

LTI-IO-1 Uncertificated REMIC I Pass-Through Rate

13 LTI-IO-2 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 3.50%

LTI-IO-1 Uncertificated REMIC I Pass-Through Rate

14 LTI-IO-2 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 3.50%

LTI-IO-1 Uncertificated REMIC I Pass-Through Rate

15 LTI-IO-2 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 3.50%

LTI-IO-1 Uncertificated REMIC I Pass-Through Rate

16 LTI-IO-2 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 3.50%

LTI-IO-1 Uncertificated REMIC I Pass-Through Rate

17 LTI-IO-3 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 3.50%

LTI-IO-1 and LTI-IO-2 Uncertificated REMIC I Pass-Through Rate

18 LTI-IO-3 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 3.50%

LTI-IO-1 and LTI-IO-2 Uncertificated REMIC I Pass-Through Rate

19 LTI-IO-3 through LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 3.50%

LTI-IO-1 and LTI-IO-2 Uncertificated REMIC I Pass-Through Rate

20 LTI-IO-4 and LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 3.50%

</TABLE>

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<PAGE>

<TABLE>

LTI-IO-1, LTI-IO-2 and LTI-IO-3 Uncertificated REMIC I Pass-Through Rate

21 LTI-IO-4 and LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 3.50%

LTI-IO-1, LTI-IO-2 and LTI-IO-3 Uncertificated REMIC I Pass-Through Rate

22 LTI-IO-4 and LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 3.50%

LTI-IO-1, LTI-IO-2 and LTI-IO-3 Uncertificated REMIC I Pass-Through Rate

23 LTI-IO-4 and LTI-IO-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 3.50%

LTI-IO-1, LTI-IO-2 and LTI-IO-3 Uncertificated REMIC I Pass-Through Rate

24 LT-IO-III-5 (a) Uncertificated REMIC I Pass-Through Rate over (b) 3.50%

LTI-IO-1, LTI-IO-2, LTI-IO-3,LTI-IO-4 and Uncertificated REMIC I Pass-Through Rate

25 and LTI-IO-1, LTI-IO-2, LTI-IO-3, Uncertificated REMIC I Pass-Through Rate

thereafter LTI-IO-4 and LTI-IO-5

</TABLE>

With resepect to REMIC II Regular Interest LTII-IO-A, (i) for the first twelve

distribution dates, 1.00% and (ii) thereafter, 0.00%. With respect to REMIC II

Regular Interest LTII-IO-B, (i) for the first twenty-four distribution dates,

3.50% and (ii) thereafter, 0.00%.

UNCERTIFICATED REMIC REGULAR INTEREST: The REMIC I Regular Interests

and the REMIC II Regular Interests.

UNCOLLECTED INTEREST: With respect to any Distribution Date, the sum of

(i) the aggregate Prepayment Interest Shortfalls with respect to the Loans for

such Distribution Date and (ii) the aggregate Curtailment Shortfalls with

respect to the Loans for such Distribution Date.

UNCOMPENSATED INTEREST SHORTFALL: For any Distribution Date, the

excess, if any, of (i) the sum of (a) the related Uncollected Interest for such

Distribution Date, and (b) any shortfall in interest collections for the Loans

in the calendar month immediately preceding such Distribution Date resulting

from a Relief Act Interest Shortfall over (ii) the aggregate Compensating

Interest paid by the Servicers and the Master Servicer with respect to the Loans

for such Distribution Date, which excess shall be allocated to each Class of

Certificates, pro rata, according to the amount of interest accrued thereon in

reduction thereof.

UNDERWRITER: Deutsche Bank Securities Inc.

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 3.9.

U.S. PERSON: A citizen or resident of the United States, a corporation

or partnership (including an entity treated as a corporation or partnership for

federal income tax purposes) created or organized in, or under the laws of, the

United States or any state thereof or the District of Columbia (except, in the

case of a partnership, to the extent provided in regulations) or an estate whose

income is subject to United States federal income tax regardless of its source,

or a trust if a court within the United States is able to exercise primary

supervision over the administration of the trust and one or more such U.S.

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 1 of

subchapter J of chapter 1 of the Code), and which was treated as a U.S. Person

on August 20, 1996 may elect to continue to be treated as a U.S. Person

notwithstanding the previous sentence.

WELLS FARGO: Wells Fargo Bank, N.A., or any successor thereto.

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Section 1.2 ALLOCATION OF CERTAIN INTEREST SHORTFALL.

For purposes of calculating the Interest Distribution Amount for the

Class A Certificates, the Mezzanine Certificates, the Class A-IO Certificates

and the Class CE Certificates for any Distribution Date, (1) the aggregate

amount of any Prepayment Interest Shortfalls and Curtailment Interest Shortfalls

to the extent not covered by payment by the Servicers pursuant to the related

Servicing Agreement or the Master Servicer pursuant to Section 3.20 shall first

reduce the Net Monthly Excess Cashflow for such Distribution Date, second,

reduce the Interest Distribution Amount payable to the Class CE Certificates,

third, reduce the Interest Distribution Amount payable to the Class M-3

Certificates, fourth, reduce the Interest Distribution Amount payable to the

Class M-2 Certificates, fifth, reduce the Interest Distribution Amount payable

to the Class M-1 Certificates and sixth, reduce the Interest Distribution Amount

payable to the Class A Certificates, in that order, in each case 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 or Notional Amount, as applicable of each such Certificate and (2) the

aggregate amount of any Realized Losses allocated to the Mezzanine Certificates

and Net WAC Rate Carryover Amount paid to the Class A Certificates, other than

the Class A-IO Certificates, and the Mezzanine Certificates incurred for any

Distribution Date shall be allocated to the Class CE 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 Certificate Principal Balance

thereof on any Distribution Date, any Relief Act Interest Shortfalls shall be

allocated to the Certificates on a pro rata basis based on their respective

Interest Distribution Amount before such reduction.

For purposes of calculating the amount of Uncertificated Accrued

Interest for the REMIC I Regular Interests for any Distribution Date, the

aggregate amount of any Unpaid Interest Shortfalls incurred in respect of the

Mortgage Loans for any Distribution Date shall be allocated first, to REMIC I

Regular Interest LTI-1 and REMIC I Regular Interest LTI-P, to the extent of one

month's interest at the then applicable respective Uncertificated REMIC I

Pass-Through Rate on the Uncertificated Principal Balance of each such REMIC I

Regular Interest; and then, to REMIC I Regular Interest LTI-IO-1, REMIC I

Regular Interest LTI-IO-2, REMIC I Regular Interest LTI-IO-3, REMIC I Regular

Interest LTI-IO-4 and REMIC I Regular Interest LTI-IO-5, in each case to the

extent of one month's interest at the then applicable respective Uncertificated

REMIC I Pass-Through Rate on the respective Uncertificated Principal Balance of

each such REMIC I Regular Interest.

For purposes of calculating the amount of Uncertificated Accrued

Interest for the REMIC II Regular Interests for any Distribution Date, the

aggregate amount of any Unpaid Interest Shortfalls incurred in respect of the

Mortgage Loans for any Distribution Date shall be allocated first, to

Uncertificated Accrued Interest payable to REMIC II Regular Interest LTII-AA and

REMIC II Regular Interest LTII-ZZ up to an aggregate amount equal to the REMIC

II Interest Loss Allocation Amount, 98% and 2%, respectively, and thereafter

among REMIC II Regular Interest LTII-A1, REMIC II Regular Interest LTII-A2,

REMIC II Regular Interest LTII-A3, REMIC II Regular Interest LTII-A4, REMIC II

Regular Interest LTII-A5, REMIC II Regular Interest LTII-A6, REMIC II Regular

Interest LTII-M1, REMIC II Regular Interest LTII-

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<PAGE>

M2, REMIC II Regular Interest LTII-M3 and REMIC II Regular Interest LTII-ZZ, pro

rata based on, and to the extent of, one month's interest at the then applicable

respective Uncertificated REMIC II Pass-Through Rate on the respective

Uncertificated Principal Balance of each such REMIC II Regular Interest.

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<PAGE>

ARTICLE II

CONVEYANCE OF TRUST FUND;

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.1 CONVEYANCE OF TRUST FUND. The Depositor, concurrently with

the execution and delivery hereof, does hereby transfer, assign, set over and

otherwise convey to the Trustee, on behalf of the Trust, 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 Loans identified on the Loan Schedule, the rights of

the Depositor under the Mortgage Loan Purchase Agreement and the Assignment

Agreements (including, without limitation the right to enforce the obligations

of the other parties thereto thereunder), and all other assets included or to be

included in REMIC I. Such assignment includes all interest and principal

received by the Depositor or the applicable Servicer on or with respect to the

Loans (other than payments of principal and interest due on such Loans on or

before the Cut-Off Date). The Depositor herewith delivers to the Trustee

executed copies of the Mortgage Loan Purchase Agreement, the Servicing

Agreements and the Assignment Agreements.

In connection with such transfer and assignment, the Depositor

does hereby deliver to, and deposit with the Custodian pursuant to the Custodial

Agreement the documents with respect to each Loan as described under Section 2

of the Custodial Agreement (the " Loan Documents"). In connection with such

delivery and as further described in the Custodial Agreement, the Custodian will

be required to review such Loan Documents and deliver to the Trustee, the

Depositor, the Master Servicer and the Seller certifications (in the forms

attached to the Custodial Agreement) with respect to such review with exceptions

noted thereon. In addition, the Depositor under the Custodial Agreement will

have to cure certain defects with respect to the Loan Documents for the related

Loans after the delivery thereof by the Depositor to the Custodian as more

particularly set forth therein.

Section 2.2 ACCEPTANCE BY TRUSTEE.

The Trustee acknowledges receipt, subject to the provisions of Section

2.1 hereof and Section 2 of the Custodial Agreement, of the Loan Documents 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 holds (or the Custodian on its behalf holds) and

will hold such documents and the other documents delivered to it constituting a

Loan Document, and that it holds (or the Custodian on its behalf holds) or will

hold all such assets and such other assets included in the definition of "REMIC

I" in trust for the exclusive use and benefit of all present and future

Certificateholders.

Section 2.3 REPURCHASE OR SUBSTITUTION OF LOANS.

(a) Upon discovery or receipt of notice of any materially

defective document in, or that a document is missing from, a Mortgage File or of

a breach by the Seller of any representation, warranty or covenant under the

Mortgage Loan Purchase Agreement in respect of any Loan that materially and

adversely affects the value of such Loan or the interest therein of the

Certificateholders, the Trustee shall promptly notify the Seller of such defect,

missing document or breach and request that the Seller deliver such missing

document, cure such defect

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<PAGE>

or breach within 60 days from the date the Seller 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 Trustee shall enforce the obligations of the Seller under the

Mortgage Loan Purchase Agreement to repurchase such Loan from REMIC I at the

Purchase Price within 90 days after the date on which the Seller was notified 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 Loan shall be deposited in the Distribution Account

and the Trustee, upon receipt of written certification from the Securities

Administrator of such deposit and receipt by the Custodian of a properly

completed request for release for such Loan in the form of EXHIBIT 3 to the

Custodial Agreement, shall release or cause the Custodian to release to the

Seller the related Mortgage File and the Trustee shall execute and deliver such

instruments of transfer or assignment, in each case without recourse,

representation or warranty, as the Seller shall furnish to it and as shall be

necessary to vest in the Seller any 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 Loan as provided above, if so provided in

the Mortgage Loan Purchase Agreement, the Seller may cause such Loan to be

removed from REMIC I (in which case it shall become a Deleted Loan) and

substitute one or more Substitute Loans in the manner and subject to the

limitations set forth in Section 2.3(b). It is understood and agreed that the

obligation of the Seller to cure or to repurchase (or to substitute for) any

Loan as to which a document is missing, a material defect in a constituent

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 and the Certificateholders.

In addition, should the Master Servicer become aware of or in

the event of its receipt of notice by a Responsible Officer of the Master

Servicer of the breach of the representation or covenant of the Seller set forth

in Section 5(x) of the Mortgage Loan Purchase Agreement which materially and

adversely affects the interests of the Holders of the Class P Certificates in

any Prepayment Charge, the Master Servicer shall promptly notify the Seller and

the Trustee of such breach. The Trustee shall enforce the obligations of the

Seller under the Mortgage Loan Purchase Agreement to remedy such breach to the

extent and in the manner set forth in the Mortgage Loan Purchase Agreement.

(b) Any substitution of Substitute Loans for Deleted Loans

made pursuant to Section 2.3(a) must be effected prior to the date which is two

years after the Startup Day for the REMIC I.

As to any Deleted Loan for which the Seller, substitutes a

Substitute Loan or Loans, such substitution shall be effected by the Seller

delivering to the Trustee or the Custodian on behalf of the Trustee, for such

Substitute 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 of the Custodial Agreement,

as applicable, together with an Officers' Certificate providing that each such

Substitute Loan satisfies the definition thereof and specifying the Substitution

Shortfall Amount (as described below), if any, in connection with such

substitution. The Custodian on behalf of the Trustee shall acknowledge receipt

of such Substitute Loan or Loans and, within ten Business Days thereafter,

review such documents and deliver to the Depositor, the Trustee and the Master

Servicer, with respect to such

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<PAGE>

Substitute Loan or Loans, an initial certification pursuant to the Custodial

Agreement, with any applicable exceptions noted thereon. Within one year of the

date of substitution, the Custodian on behalf of the Trustee shall deliver to

the Depositor, the Trustee and the Master Servicer a final certification

pursuant to the Custodial Agreement with respect to such Substitute Loan or

Loans, with any applicable exceptions noted thereon. Monthly Payments due with

respect to Substitute Loans in the month of substitution are not part of REMIC I

and shall be retained by the Seller. For the month of substitution,

distributions to Certificateholders shall reflect the Monthly Payment due on

such Deleted Loan on or before the Due Date in the month of substitution, and

the Seller shall thereafter be entitled to retain all amounts subsequently

received in respect of such Deleted Loan. The Depositor shall give or cause to

be given written notice to the Certificateholders that such substitution has

taken place, shall amend the Loan Schedule to reflect the removal of such

Deleted Loan from the terms of this Agreement and the substitution of the

Substitute Loan or Loans and shall deliver a copy of such amended Loan Schedule

to the Trustee and the Master Servicer. Upon such substitution, such Substitute

Loan or Loans shall constitute part of the Trust Fund and shall be subject in

all respects to the terms of this Agreement and the Mortgage Loan Purchase

Agreement including all applicable representations and warranties thereof

included herein or in the Mortgage Loan Purchase Agreement.

For any month in which the Seller substitutes one or more

Substitute Loans for one or more Deleted Loans, the Master Servicer shall

determine the amount (the "Substitution Shortfall Amount"), if any, by which the

aggregate Purchase Price of all such Deleted Loans exceeds the aggregate of, as

to each such Substitute Loan, the Scheduled Principal Balance thereof as of the

Due Date in the month of substitution, together with one month's interest on

such Scheduled Principal Balance at the applicable Net Mortgage Rate, plus all

outstanding Advances and Servicing Advances (including Nonrecoverable Advances)

related thereto. On the date of such substitution, the Seller shall deliver or

cause to be delivered to the Securities Administrator for deposit in the

Distribution Account an amount equal to the Substitution Shortfall Amount, if

any, and the Trustee or the Custodian on behalf of the Trustee, upon receipt of

the related Substitute Loan or Loans and certification by the Securities

Administrator of such deposit and receipt by the Custodian of a properly

completed request for release for such Loan in the form of EXHIBIT 3 to the

Custodial Agreement, shall release to the Seller the related Mortgage File or

Files and the Trustee shall execute and deliver such instruments of transfer or

assignment, in each case without recourse, representation or warranty, as the

Seller shall deliver to it and as shall be necessary to vest therein any Deleted

Loan released pursuant hereto.

In addition, the Seller shall obtain at its own expense and

deliver to the Trustee an Opinion of Counsel to the effect that such

substitution will not cause (a) any federal tax to be imposed on any 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 REMIC to fail

to qualify as a REMIC at any time that any Certificate is outstanding.

Servicer or the Trustee that any 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 shall repurchase or substitute one

or more Substitute Loans for the affected Loan within 90 days of the earlier of

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<PAGE>

discovery or receipt of such notice with respect to such affected Loan. Such

repurchase or substitution shall be made by (i) the Seller, if the affected

Loan's status as a non-qualified mortgage is or results from a breach of any

representation, warranty or covenant made by the Seller under the Mortgage Loan

Purchase Agreement or (ii) the Depositor, if the affected Loan's status as a

non-qualified mortgage does not result from a breach of representation or

warranty. Any such repurchase or substitution shall be made in the same manner

as set forth in Section 2.3(a). The Trustee shall reconvey to the Seller or the

Depositor the Loan to be released pursuant hereto in the same manner, and on the

same terms and conditions, as it would a Loan repurchased for breach of a

representation or warranty.

(d) Within 90 days of 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

2.5 which materially and adversely affects the interests of the

Certificateholders in any Loan or Prepayment Charge, the Master Servicer shall

cure such breach in all material respects.

Section 2.4 AUTHENTICATION AND DELIVERY OF CERTIFICATES; DESIGNATION OF

CERTIFICATES AS REMIC REGULAR AND RESIDUAL INTERESTS.

(a) The Trustee acknowledges the transfer to the extent

provided herein and assignment to it of the Trust Fund and, concurrently with

such transfer and assignment, has caused the Securities Administrator to execute

and authenticate and has delivered to or upon the order of the Depositor, in

exchange for the Trust Fund, Certificates evidencing the entire ownership of the

Trust Fund.

(b) This Agreement shall be construed so as to carry out the

intention of the parties that each of REMIC I, REMIC II, and REMIC III be

treated as a REMIC at all times prior to the date on which the Trust Fund is

terminated. The "regular interests" (within the meaning of Section 860G(a)(1) of

the Code) in REMIC III shall consist of the Class A Certificates, the Mezzanine

Certificates, the Class CE Certificates and the Class P Certificate. The

"residual interest" (within the meaning of Section 860G(a)(2) of the Code) in

REMIC III shall consist of the Class R-3 Interest. The "regular interests"

(within the meaning of Section 860G(a)(1) of the Code) of REMIC II shall consist

of the REMIC II Regular Interest. The "residual interest" (within the meaning of

Section 860(G)(a)(2) of the Code) of REMIC II shall consist of the Class R-2

Interest. The "regular interests" (within the meaning of Section 860G(a)(1) of

the Code) of REMIC I shall consist the REMIC I Regular Interests. The "residual

interest" (within the meaning of Section 860(G)(a)(2) of the Code) of REMIC I

shall consist of the Class R-1 Interest.

Section 2.5 REPRESENTATIONS AND WARRANTIES 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 the

Depositor that as of the Closing Date or as of such date specifically provided

herein:

(i) The Master Servicer is a national banking association duly

formed, validly existing and in good standing under the laws of the

United States of America and is duly authorized and qualified to

transact any and all business contemplated by this Agreement to be

conducted by the Master Servicer;

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<PAGE>

(ii) The Master Servicer has the full power and authority to

conduct its business as presently conducted by it and to execute,

deliver and perform, and to enter into and consummate, all transactions

contemplated by this Agreement. The Master Servicer has duly authorized

the execution, delivery and performance of this Agreement, has duly

executed and delivered this Agreement, and this Agreement, assuming due

authorization, execution and delivery by the Depositor and the Trustee,

constitutes a legal, valid and binding obligation of the Master

Servicer, enforceable against it in accordance with its terms except as

the enforceability thereof may be limited by bankruptcy, insolvency,

reorganization or similar laws affecting the enforcement of creditors'

rights generally and by general principles of equity;

(iii) The execution and delivery of this Agreement by the

Master Servicer, the consummation by the Master Servicer 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 charter and 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 does not believe, nor does it have

any reason or cause to believe, that it cannot perform each and every

covenant made by it and contained in this Agreement;

(v) 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 perform any of its other obligations hereunder in accordance with

the terms hereof,

(vi) There are no actions or proceedings against, or

investigations known to it of, the Master Servicer before any court,

administrative or other tribunal (A) that might prohibit its entering

into this Agreement, (B) seeking to prevent the consummation of the

transactions contemplated by this Agreement or (C) that might prohibit

or materially and adversely affect the performance by the Master

Servicer of its obligations under, or validity or enforceability of,

this Agreement; and

(vii) No consent, approval, authorization or order of any

court or governmental agency or body is required for the execution,

delivery and performance

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by the Master Servicer of, or compliance by the Master Servicer with,

this Agreement or the consummation by it 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.

It is understood and agreed that the representations, warranties and

covenants set forth in this Section 2.5 shall inure to the benefit of the

Trustee, the Depositor and the Certificateholders.

Section 2.6 ESTABLISHMENT OF THE TRUST.

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 to be

known, for convenience, as "Deutsche Mortgage Securities, Inc., Mortgage Loan

Trust, Series 2004-2" and does hereby appoint HSBC Bank USA, as Trustee in

accordance with the provisions of this Agreement.

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ARTICLE III

ADMINISTRATION AND SERVICING OF THE LOANS; ACCOUNTS

Section 3.1 MASTER SERVICER. The Master Servicer shall supervise,

monitor and oversee the obligation of the Servicers to service and administer

their respective Loans in accordance with the terms of the applicable Servicing

Agreement and shall have full power and authority to do any and all things which

it may deem necessary or desirable in connection with such master servicing and

administration. In performing its obligations hereunder, the Master Servicer

shall act in a manner consistent with Accepted Master Servicing Practices.

Furthermore, the Master Servicer shall oversee and consult with each Servicer as

necessary from time-to-time to carry out the Master Servicer's obligations

hereunder, shall receive, review and evaluate all reports, information and other

data provided to the Master Servicer by each Servicer and shall cause each

Servicer to perform and observe the covenants, obligations and conditions to be

performed or observed by such Servicer under the applicable Servicing Agreement.

The Master Servicer shall independently and separately monitor each Servicer's

servicing activities with respect to each related Loan, reconcile the results of

such monitoring with such information provided in the previous sentence on a

monthly basis and coordinate corrective adjustments to the Servicers' and Master

Servicer's records, and based on such reconciled and corrected information,

prepare the statements specified in Section 4.3 and any other information and

statements required to be provided by the Master Servicer hereunder. The Master

Servicer shall reconcile the results of its Loan monitoring with the actual

remittances of the Servicers to the Distribution Account pursuant to the

applicable Servicing Agreements.

Notwithstanding anything in this Agreement or any Servicing Agreement

to the contrary, the Master Servicer shall not have any duty or obligation to

enforce any Credit Risk Management Agreement that a Servicer is a party to (a

"Servicer Credit Risk Management Agreement") or to supervise, monitor or oversee

the activities of the Credit Risk Manager under any such Servicer Credit Risk

Management Agreement with respect to any action taken or not taken by the

applicable Servicer pursuant to a recommendation of the Credit Risk Manager.

The Trustee shall furnish the Servicers and the Master Servicer with

any limited powers of attorney and other documents in form as provided to it

necessary or appropriate to enable the Servicers and the Master Servicer to

service or master service and administer the related Loans and REO Property. The

Trustee shall have no responsibility for any action of the Master Servicer or

any Servicer pursuant to any such limited power of attorney and shall be

indemnified by the Master Servicer or such Servicer for any cost, liability or

expense arising from the misuse thereof by the Master Servicer or such Servicer.

The Trustee, the Custodian and the Securities Administrator shall

provide access to the records and documentation in possession of the Trustee,

the Custodian or the Securities Administrator regarding the related Loans and

REO Property and the servicing thereof to the Certificateholders, the FDIC, and

the supervisory agents and examiners of the FDIC, such access being afforded

only upon reasonable prior written request and during normal business hours at

the office of the Trustee, the Custodian or the Securities Administrator;

provided, however, that, unless otherwise required by law, none of the Trustee,

the Custodian or the Securities Administrator shall be required to provide

access to such records and documentation if the

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provision thereof would violate the legal right to privacy of any Mortgagor. The

Trustee, the Custodian and the Securities Administrator shall allow

representatives of the above entities to photocopy any of the records and

documentation and shall provide equipment for that purpose at a charge that

covers the Trustee's, the Custodian's or the Securities Administrator's actual

costs.

The Trustee shall execute and deliver to the related Servicer or the

Master Servicer upon request any court pleadings, requests for trustee's sale or

other documents necessary or desirable and, in each case, provided to the

Trustee by such Servicer or Master Servicer to (i) the foreclosure or trustee's

sale with respect to a Mortgaged Property; (ii) any legal action brought to

obtain judgment against any Mortgagor on the Mortgage Note or any other Loan

Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv)

enforce any other rights or remedies provided by the Mortgage Note or any other

Loan Document or otherwise available at law or equity.

Section 3.2 REMIC-RELATED COVENANTS. For as long as each REMIC shall

exist, the Trustee and the Securities Administrator shall treat such REMIC as a

REMIC, and the Trustee and the Securities Administrator shall comply with any

directions of the Seller, the related Servicer or the Master Servicer to assure

such continuing treatment. In particular, the Trustee shall not (a) sell or

permit the sale of all or any portion of the Loans or of any investment of

deposits in an Account unless such sale is as a result of a repurchase of the

Loans pursuant to this Agreement or the Trustee has received an Opinion of

Counsel stating that such sale will not result in an Adverse REMIC Event as

defined in Section 10.1(f) hereof prepared at the expense of the Trust Fund; and

(b) other than with respect to a substitution pursuant to the Mortgage Loan

Purchase Agreements, the Assignment Agreements or Section 2.3 of this Agreement,

as applicable, accept any contribution to any REMIC after the Startup Day

without receipt of an Opinion of Counsel stating that such contribution will not

result in an Adverse REMIC Event as defined in Section 10.1(f) hereof.

Section 3.3 MONITORING OF SERVICERS.

(a) The Master Servicer shall be responsible for monitoring

the compliance by each Servicer with its duties under the related Servicing

Agreement. In the review of each Servicer's activities, the Master Servicer may

rely upon an officer's certificate of any Servicer with regard to such

Servicer's compliance with the terms of its Servicing Agreement. In the event

that the Master Servicer, in its judgment, determines that a Servicer should be

terminated in accordance with its Servicing Agreement, or that a notice should

be sent pursuant to such Servicing Agreement with respect to the occurrence of

an event that, unless cured, would constitute grounds for such termination, the

Master Servicer shall notify the Seller and the Trustee thereof and the Master

Servicer shall issue such notice or take such other action as it deems

appropriate.

(b) The Master Servicer, for the benefit of the Trustee and

the Certificateholders, shall enforce the obligations of each Servicer under the

related Servicing Agreement, and shall, in the event that a Servicer fails to

perform its obligations in accordance with the related Servicing Agreement,

subject to the preceding paragraph, terminate the rights and obligations of such

Servicer thereunder and act as servicer of the related Loans or to cause the

Trustee to enter in to a new Servicing Agreement with a successor Servicer

selected by the

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Master Servicer; provided, however, it is understood and acknowledged by the

parties hereto that there will be a period of transition (not to exceed 90 days)

before the actual servicing functions can be fully transferred to such successor

Servicer. Such enforcement, including, without limitation, the legal prosecution

of claims, termination of 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 Loans. The Master Servicer shall

pay the costs of such enforcement at its own expense, provided that the Master

Servicer shall not be required to prosecute or defend any legal action except to

the extent that the Master Servicer shall have received indemnity reasonably

acceptable to it for its costs and expenses in pursuing such action.

Servicer related to any termination of a Servicer, appointment of a successor

Servicer or the transfer and assumption of servicing by the Master Servicer with

respect to any Servicing Agreement (including, without limitation, (i) all legal

costs and expenses and all due diligence costs and expenses associated with an

evaluation of the potential termination of the Servicer as a result of an event

of default by such Servicer and (ii) all costs and expenses associated with the

complete transfer of servicing, including all servicing files and all servicing

data and the completion, correction or manipulation of such servicing data as

may be required by the successor servicer to correct any errors or

insufficiencies in the servicing data or otherwise to enable the successor

servicer to service the Loans in accordance with the related Servicing

Agreement) are not fully and timely reimbursed by the terminated Servicer, the

Master Servicer shall be entitled to reimbursement of such costs and expenses

from the Distribution Account.

(d) The Master Servicer shall require each Servicer to comply

with the remittance requirements and other obligations set forth in the related

Servicing Agreement.

(e) If the Master Servicer acts as Servicer, it shall not

assume liability for the representations and warranties of the Servicer, if any,

that it replaces.

Section 3.4 FIDELITY BOND. The Master Servicer, at its expense, shall

maintain in effect a blanket fidelity bond and an errors and omissions insurance

policy that would meet the requirements of Fannie Mae or Freddie Mac, affording

coverage with respect to all directors, officers, employees and other Persons

acting on such Master Servicer's behalf, and covering errors and omissions in

the performance of the Master Servicer's obligations hereunder. The errors and

omissions insurance policy and the fidelity bond shall be in such form and

amount generally acceptable for entities serving as master servicers or

trustees. Any such errors and omissions policy and fidelity bond may not be

cancelable without thirty (30) days' prior written notice to the Trustee.

Section 3.5 POWER TO ACT; PROCEDURES. The Master Servicer shall master

service the Loans and shall have full power and authority, subject to the REMIC

Provisions and the provisions of Article X hereof, to do any and all things that

it may deem necessary or desirable in connection with the master servicing and

administration of the Loans, including but not limited to the power and

authority (i) to execute and deliver, on behalf of the Certificateholders and

the Trustee, customary consents or waivers and other instruments and documents,

(ii) to consent to transfers of any Mortgaged Property and assumptions of the

Mortgage Notes and related

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Mortgages, (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and

(iv) to effectuate foreclosure or other conversion of the ownership of the

Mortgaged Property securing any Loan, in each case, in accordance with the

provisions of this Agreement and the related Servicing Agreement, as applicable;

provided, however, that the Master Servicer shall not (and, consistent with its

responsibilities under Section 3.3, shall not permit any Servicer to) knowingly

or intentionally take any action, or fail to take (or fail to cause to be taken)

any action reasonably within its control and the scope of duties more

specifically set forth herein, that, under the REMIC Provisions, if taken or not

taken, as the case may be, would cause REMIC I, REMIC II or REMIC III to fail to

qualify as a REMIC or 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) unless the Master Servicer, the Securities

Administrator has received an Opinion of Counsel (but not at the expense of the

Master Servicer, the Securities Administrator) to the effect that the

contemplated action will not cause REMIC I, REMIC II or REMIC III to fail to

qualify as a REMIC or result in the imposition of a tax upon REMIC I, REMIC II

or REMIC III, as the case may be. The Trustee shall furnish the Master Servicer,

upon written request from a Servicing Officer, with any powers of attorney

empowering the Master Servicer or any Servicer to execute and deliver

instruments of satisfaction or cancellation, or of partial or full release or

discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and

to appeal, prosecute or defend in any court action relating to the Loans or the

Mortgaged Property, in accordance with the applicable Servicing Agreement and

this Agreement, and the Trustee shall execute and deliver such other documents,

as the Master Servicer or applicable Servicer may request, to enable the Master

Servicer to master service and administer the Loans and carry out its duties

hereunder, in each case in accordance with Accepted Master Servicing Practices

(and the Trustee shall have no liability for the misuse of any such powers of

attorney by the Master Servicer or any Servicer and shall be indemnified by the

Master Servicer or such Servicer for any costs, liabilities or expenses incurred

by the Trustee in connection with such misuse). If the Master Servicer or the

Trustee has been advised that it is likely that the laws of the state in which

action is to be taken prohibit such action if taken in the name of the Trustee

or that the Trustee would be adversely affected under the "doing business" or

tax laws of such state if such action is taken in its name, the Master Servicer

shall join with the Trustee in the appointment of a co-trustee pursuant to

Section 8.10 hereof. In the performance of its duties hereunder, the Master

Servicer shall be an independent contractor and shall not, except in those

instances where it is taking action authorized pursuant to this Agreement to be

taken by it in the name of the Trustee, be deemed to be the agent of the

Trustee.

Section 3.6 DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS. To the extent

provided in the applicable Servicing Agreement and to the extent Loans contain

enforceable due-on-sale clauses, the Master Servicer shall cause the Servicers

to enforce such clauses in accordance with the applicable Servicing Agreement.

If applicable law prohibits the enforcement of a due-on-sale clause or such

clause is otherwise not enforced in accordance with the applicable Servicing

Agreement, and, as a consequence, a Loan is assumed, the original Mortgagor may

be released from liability in accordance with the applicable Servicing

Agreement.

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Section 3.7 RELEASE OF MORTGAGE FILES.

(a) Upon becoming aware of the payment in full of any Loan, or

the receipt by any Servicer of a notification that payment in full has been

escrowed in a manner customary for such purposes for payment to

Certificateholders on the next Distribution Date, the applicable Servicer will

(or if the Servicer does not, the Master Servicer may), if required under the

applicable Servicing Agreement, promptly furnish to the Custodian, on behalf of

the Trustee, two copies of a request for release substantially in the form

attached to the Custodial Agreement, and signed by a Servicing Officer or in a

mutually agreeable electronic format which will, in lieu of a signature on its

face, originate from a Servicing Officer (which certification shall include a

statement to the effect that all amounts received in connection with such

payment that are required to be deposited in the Protected Account maintained by

the applicable Servicer pursuant to its Servicing Agreement have been or will be

so deposited) and shall request that the Custodian, on behalf of the Trustee,

deliver to the applicable Servicer the related Mortgage File. Upon receipt of

such certification and request, the Custodian, on behalf of the Trustee, shall

promptly release the related Mortgage File to the applicable Servicer and the

Trustee and Custodian shall have no further responsibility with regard to such

Mortgage File. Upon any such payment in full, each Servicer is authorized to

give, as agent for the Trustee, as the mortgagee under the Mortgage that secured

the Loan, an instrument of satisfaction (or assignment of mortgage without

recourse) regarding the Mortgaged Property subject to the Mortgage, which

instrument of satisfaction or assignment, as the case may be, shall be delivered

to the Person or Persons entitled thereto against receipt therefor of such

payment, it being understood and agreed that no expenses incurred in connection

with such instrument of satisfaction or assignment, as the case may be, shall be

chargeable to the Distribution Account.

(b) From time to time and as appropriate for the servicing or

foreclosure of any Loan and in accordance with the applicable Servicing

Agreement, the Trustee shall execute such documents as shall be prepared and

furnished to the Trustee by a Servicer or the Master Servicer (in form

reasonably acceptable to the Trustee) and as are necessary to the prosecution of

any such proceedings. The Custodian, on behalf of the Trustee, shall, upon the

request of a Servicer or the Master Servicer, and delivery to the Custodian, on

behalf of the Trustee, of two copies of a request for release signed by a

Servicing Officer substantially in the form attached to the Custodial Agreement

(or in a mutually agreeable electronic format which will, in lieu of a signature

on its face, originate from a Servicing Officer), release the related Mortgage

File held in its possession or control to the Servicer or the Master Servicer,

as applicable. Such request for release shall obligate the Servicer or the

Master Servicer to return the Mortgage File to the Custodian on behalf of the

Trustee, when the need therefor by the Servicer or the Master Servicer no longer

exists unless the Loan shall be liquidated, in which case, upon receipt of a

certificate of a Servicing Officer similar to that hereinabove specified, the

Mortgage File shall be released by the Custodian, on behalf of the Trustee, to

the Servicer or the Master Servicer.

Section 3.8 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF MASTER

SERVICER TO BE HELD FOR TRUSTEE.

(a) The Master Servicer shall transmit and each Servicer (to

the extent required by the related Servicing Agreement) shall transmit to the

Trustee or Custodian such documents and instruments coming into the possession

of the Master Servicer or such Servicer

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from time to time as are required by the terms hereof, or in the case of the

Servicers, the applicable Servicing Agreement, to be delivered to the Trustee or

Custodian. Any funds received by the Master Servicer or by a Servicer in respect

of any Loan or which otherwise are collected by the Master Servicer or by a

Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Loan

shall be held for the benefit of the Trustee and the Certificateholders subject

to the Master Servicer's right to retain or withdraw from the Distribution

Account the Master Servicing Compensation and other amounts provided in this

Agreement, and to the right of each Servicer to retain its Servicing Fee and

other amounts as provided in the applicable Servicing Agreement. The Master

Servicer shall, and (to the extent provided in the applicable Servicing

Agreement) shall cause each Servicer to, provide access to information and

documentation regarding the Loans to the Trustee, its agents and accountants at

any time upon reasonable request and during normal business hours, and to

Certificateholders that are savings and loan associations, banks or insurance

companies, the OTS, the FDIC and the supervisory agents and examiners of such

Office and Corporation or examiners of any other federal or state banking or

insurance regulatory authority if so required by applicable regulations of the

OTS or other regulatory authority, such access to be afforded without charge but

only upon reasonable request in writing and during normal business hours at the

offices of the Master Servicer designated by it. In fulfilling such a request

the Master Servicer shall not be responsible for determining the sufficiency of

such information.

(b) All Mortgage Files and funds collected or held by, or

under the control of, the Master Servicer, in respect of any Loans, whether from

the collection of principal and interest payments or from Liquidation Proceeds

or Insurance Proceeds, shall be held by the Master Servicer for and on behalf of

the Trustee and the Certificateholders and shall be and remain the sole and

exclusive property of the Trustee; provided, however, that the Master Servicer

and each Servicer shall be entitled to setoff against, and deduct from, any such

funds any amounts that are properly due and payable to the Master Servicer or

such Servicer under this Agreement or the applicable Servicing Agreement.

Section 3.9 STANDARD HAZARD INSURANCE AND FLOOD INSURANCE POLICIES.

(a) For each Loan, the Master Servicer shall enforce any

obligation of the Servicers under the related Servicing Agreements to maintain

or cause to be maintained standard fire and casualty insurance and, where

applicable, flood insurance, all in accordance with the provisions of the

related Servicing Agreements. It is understood and agreed that such insurance

shall be with insurers meeting the eligibility requirements set forth in the

applicable Servicing Agreement and that no earthquake or other additional

insurance is to be required of any Mortgagor or to be maintained on property

acquired in respect of a defaulted loan, other than pursuant to such applicable

laws and regulations as shall at any time be in force and as shall require such

additional insurance.

(b) Pursuant to Section 3.23, any amounts collected by the

Master Servicer, or by any Servicer, under any insurance policies (other than

amounts to be applied to the restoration or repair of the property subject to

the related Mortgage or released to the Mortgagor in accordance with the

applicable Servicing Agreement) shall be deposited into the Distribution

Account, subject to withdrawal pursuant to Section 3.24. Any cost incurred by

the Master Servicer or any Servicer in maintaining any such insurance if the

Mortgagor defaults in its

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obligation to do so shall be added to the amount owing under the Loan where the

terms of the Loan so permit; provided, however, that the addition of any such

cost shall not be taken into account for purposes of calculating the

distributions to be made to Certificateholders and shall be recoverable by the

Master Servicer or such Servicer pursuant to Section 3.24.

Section 3.10 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS. The

Master Servicer shall (to the extent provided in the applicable Servicing

Agreement) cause the related Servicer to, prepare and present on behalf of the

Trustee and the Certificateholders all claims under any insurance policies and

take such actions (including the negotiation, settlement, compromise or

enforcement of the insured's claim) as shall be necessary to realize recovery

under such policies. Any proceeds disbursed to the Master Servicer (or disbursed

to a Servicer and remitted to the Master Servicer) in respect of such policies,

bonds or contracts shall be promptly deposited in the Distribution Account upon

receipt, except that any amounts realized that are to be applied to the repair

or restoration of the related Mortgaged Property as a condition precedent to the

presentation of claims on the related Loan to the insurer under any applicable

insurance policy need not be so deposited (or remitted).

Section 3.11 MAINTENANCE OF THE PRIMARY MORTGAGE INSURANCE POLICIES.

(a) The Master Servicer shall not take, or permit any Servicer

(to the extent such action is prohibited under the applicable Servicing

Agreement) to take, any action that would result in noncoverage under any

primary mortgage insurance policy of any loss which, but for the actions of such

Master Servicer or Servicer, would have been covered thereunder. The Master

Servicer shall use its best reasonable efforts to cause each Servicer (to the

extent required under the related Servicing Agreement) to keep in force and

effect (to the extent that the Loan requires the Mortgagor to maintain such

insurance), primary mortgage insurance applicable to each Loan in accordance

with the provisions of this Agreement and the related Servicing Agreement, as

applicable. The Master Servicer shall not, and shall not permit any Servicer (to

the extent required under the related Servicing Agreement) to, cancel or refuse

to renew any primary mortgage insurance policy that is in effect at the date of

the initial issuance of the Mortgage Note and is required to be kept in force

hereunder except in accordance with the provisions of this Agreement and the

related Servicing Agreement, as applicable.

(b) The Master Servicer agrees to cause each Servicer (to the

extent required under the related Servicing Agreement) to present, on behalf of

the Trustee and the Certificateholders, claims to the insurer under any primary

mortgage insurance policies and, in this regard, to take such reasonable action

as shall be necessary to permit recovery under any primary mortgage insurance

policies respecting defaulted Loans. Pursuant to Section 3.22 and 3.23, any

amounts collected by the Master Servicer or any Servicer under any primary

mortgage insurance policies shall be deposited by the related Servicer in its

Protected Account or by the Master Servicer in the Distribution Account, subject

to withdrawal pursuant to Sections 3.22 or 3.24, as applicable.

Section 3.12 TRUSTEE TO RETAIN POSSESSION OF CERTAIN INSURANCE POLICIES

AND DOCUMENTS.

The Trustee or the applicable Custodian, shall retain

possession and custody of the originals (to the extent available) of any primary

mortgage insurance policies, or certificate

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of insurance if applicable, and any certificates of renewal as to the foregoing

as may be issued from time to time as contemplated by this Agreement. Until all

amounts distributable in respect of the Certificates have been distributed in

full and the Master Servicer otherwise has fulfilled its obligations under this

Agreement, the Trustee or the Custodian shall also retain possession and custody

of each Mortgage File in accordance with and subject to the terms and conditions

of this Agreement and the Custodial Agreement. The Master Servicer shall

promptly deliver or cause to be delivered to the Trustee or the Custodian, upon

the execution or receipt thereof the originals of any primary mortgage insurance

policies, any certificates of renewal, and such other documents or instruments

that constitute Loan Documents that come into the possession of the Master

Servicer from time to time.

Section 3.13 REALIZATION UPON DEFAULTED LOANS. The Master Servicer

shall cause each Servicer (to the extent required under the related Servicing

Agreement) to foreclose upon, repossess or otherwise comparably convert the

ownership of Mortgaged Properties securing such of the Loans as come into and

continue in default and as to which no satisfactory arrangements can be made for

collection of delinquent payments, all in accordance with the applicable

Servicing Agreement.

Section 3.14 COMPENSATION FOR THE MASTER SERVICER.

(a) In addition to the Master Servicer's right to receive its

Master Servicing Fee, all income and gain realized from any investment of funds

in the Distribution Account shall be for the benefit of the Master Servicer as

compensation. Servicing compensation in the form of assumption fees, if any,

late payment charges, as collected, if any, or otherwise (but not including any

Prepayment Charges) shall be retained by the applicable Servicer and shall not

be deposited in the Protected Account. The Master Servicer shall be required to

pay all expenses incurred by it in connection with its activities hereunder and

shall not be entitled to reimbursement therefor except as provided in this

Agreement.

(b) The amount of the aggregate compensation payable as set

forth in Section 3.14(a) (the "Master Servicing Compensation") to the Master

Servicer in respect of any Distribution Date shall be reduced in accordance with

Section 3.20.

Section 3.15 REO PROPERTY.

(a) In the event the Trust Fund acquires ownership of any REO

Property in respect of any related Loan, the deed or certificate of sale shall

be issued to the Trustee, or to its nominee, on behalf of the related

Certificateholders. The Master Servicer shall, to the extent provided in the

applicable Servicing Agreement, cause the applicable Servicer to sell any REO

Property as expeditiously as possible and in accordance with the provisions of

this Agreement and the related Servicing Agreement, as applicable. Further, the

Master Servicer shall, to the extent provided in the related Servicing

Agreement, cause the applicable Servicer to sell any REO Property prior to three

years after the end of the calendar year of its acquisition by REMIC I unless

(i) the Trustee, the Securities Administrator shall have been supplied with an

Opinion of Counsel to the effect that the holding by the Trust Fund of such REO

Property subsequent to such three-year period will not result in the imposition

of taxes on "prohibited transactions" of any REMIC hereunder as defined in

section 860F of the Code or cause any REMIC hereunder to fail to qualify as a

REMIC at any time that any Certificates are outstanding, in which case the

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Trust Fund may continue to hold such Mortgaged Property (subject to any

conditions contained in such Opinion of Counsel) or (ii) the applicable Servicer

shall have applied for, prior to the expiration of such three-year period, an

extension of such three-year period in the manner contemplated by Section

856(e)(3) of the Code, in which case the three-year period shall be extended by

the applicable extension period. The Master Servicer shall cause the applicable

Servicer (to the extent provided in the related Servicing Agreement) to protect

and conserve, such REO Property in the manner and to the extent required by the

applicable Servicing Agreement, in accordance with the REMIC Provisions and in a

manner that does not result in a tax on "net income from foreclosure property"

or cause such REO Property to fail to qualify as "foreclosure property" within

the meaning of Section 860G(a)(8) of the Code.

(b) The Master Servicer shall, to the extent required by the

related Servicing Agreement, cause the applicable Servicer to deposit all funds

collected and received in connection with the operation of any REO Property in

the Protected Account.

final disposition of any REO Property, shall be entitled to reimbursement for

any related unreimbursed Advances and other unreimbursed advances as well as any

unpaid Servicing Fees from Liquidation Proceeds received in connection with the

final disposition of such REO Property; provided, that any such unreimbursed

Advances as well as any unpaid Servicing Fees may be reimbursed or paid, as the

case may be, prior to final disposition, out of any net rental income or other

net amounts derived from such REO Property.

(d) To the extent provided in the related Servicing Agreement,

the Liquidation Proceeds from the final disposition of the REO Property, net of

any payment to the Master Servicer and the applicable Servicer as provided above

shall be deposited in the Protected Account on or prior to the Determination

Date in the month following receipt thereof and be remitted by wire transfer in

immediately available funds to the Master Servicer for deposit into the

Distribution Account on the next succeeding Remittance Date.

Section 3.16 ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.

(a) The Master Servicer shall deliver to the Trustee and the

Rating Agencies on or before March 15 of each year, commencing on March 15,

2005, an Officer's Certificate signed by a Servicing Officer, certifying that

with respect to the period ending December 31 of the prior year: (i) such

Servicing Officer has reviewed the activities of such Master Servicer during the

preceding calendar year or portion thereof and its performance under this

Agreement, (ii) to the best of such Servicing Officer's knowledge, based on such

review, such Master Servicer has performed and fulfilled its duties,

responsibilities and obligations under this Agreement in all material respects

throughout such year, or, if there has been a default in the fulfillment of any

such duties, responsibilities or obligations, specifying each such default known

to such Servicing Officer and the nature and status thereof, (iii) nothing has

come to the attention of such Servicing Officer to lead such Servicing Officer

to believe that any Servicer has failed to perform any of its duties,

responsibilities and obligations under its Servicing Agreement in all material

respects throughout such year, or, if there has been a material default in the

performance or fulfillment of any such duties, responsibilities or obligations,

specifying each such default known to such Servicing Officer and the nature and

status thereof.

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(b) Copies of such statements shall be provided to any

Certificateholder upon request, by the Master Servicer or by the Trustee at the

Master Servicer's expense if the Master Servicer failed to provide such copies

(unless (i) the Master Servicer shall have failed to provide the Trustee with

such statement or (ii) the Trustee shall be unaware of the Master Servicer's

failure to provide such statement).

Section 3.17 ANNUAL INDEPENDENT ACCOUNTANT'S SERVICING REPORT. If the

Master Servicer has, during the course of any fiscal year, directly serviced any

of the Loans, then the Master Servicer at its expense shall cause a nationally

recognized firm of independent certified public accountants to furnish a

statement to the Trustee, the Rating Agencies and the Seller on or before March

15 of each year, commencing on March 15, 2005 to the effect that, with respect

to the most recently ended fiscal year, such firm has examined certain records

and documents relating to the Master Servicer's performance of its servicing

obligations under this Agreement and pooling and servicing and trust agreements

in material respects similar to this Agreement and to each other and that, on

the basis of such examination conducted substantially in compliance with the

audit program for mortgages serviced for Freddie Mac or the Uniform Single

Attestation Program for Mortgage Bankers, such firm is of the opinion that the

Master Servicer's activities have been conducted in compliance with this

Agreement, or that such examination has disclosed no material items of

noncompliance except for (i) such exceptions as such firm believes to be

immaterial, (ii) such other exceptions as are set forth in such statement and

(iii) such exceptions that the Uniform Single Attestation Program for Mortgage

Bankers or the Audit Program for Mortgages Serviced by Freddie Mac requires it

to report. Copies of such statements shall be provided to any Certificateholder

upon request by the Master Servicer, or by the Trustee at the expense of the

Master Servicer if the Master Servicer shall fail to provide such copies (unless

(i) the Master Servicer shall have failed to provide the Trustee with such

statement or (ii) the Trustee shall be unaware of the Master Servicer's failure

to provide such statement). If such report discloses exceptions that are

material, the Master Servicer shall advise the Trustee whether such exceptions

have been or are susceptible of cure, and shall take prompt action to do so.

Section 3.18 REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.

(a) Within 15 days after each Distribution Date, the Master

Servicer shall, in accordance with industry standards, file with the Commission

via the Electronic Data Gathering and Retrieval System ("EDGAR"), a Form 8-K

with a copy of the statement to be furnished by the Securities Administrator to

the Certificateholders for such Distribution Date as an exhibit thereto. Prior

to January 30, 2005, the Master Servicer shall, in accordance with industry

standards, file a Form 15 Suspension Notice with respect to the Trust Fund, if

applicable. Prior to March 30, 2005 and annually thereafter (if required), the

Master Servicer shall file a Form 10-K, in substance conforming to industry

standards, with respect to the Trust Fund. Such Form 10-K shall include, to the

extent available, as exhibits (i) each applicable Servicer's annual statement of

compliance described under the related Servicing Agreement, (ii) each applicable

Servicer's accountant's report described under the related Servicing Agreement,

(iii) the Master Servicer's accountant's report described in Section 3.17, if

applicable, in each case to the extent timely delivered, if applicable, to the

Master Servicer, and (iv) a written certification signed by an officer of the

Master Servicer that complies with the Sarbanes-Oxley Act of 2002 as in effect

on the date of this Agreement and the February 3, 2003, Statement by the Staff

of the Division of

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Corporation Finance of the Commission Regarding Compliance by Asset-Backed

Issuers with Exchange Act Rules 13a-14 and 15d-14 as in effect as of the date of

this Agreement. The Depositor hereby grants to the Master Servicer a limited

power of attorney to execute and file each Form 8-K and Form 10-K on behalf of

the Depositor. Such power of attorney shall continue until either the earlier of

(i) receipt by the Master Servicer from the Depositor of written termination of

such power of attorney and (ii) the termination of the Trust Fund. The Depositor

and the Trustee each agree to promptly furnish to the Master Servicer, from time

to time upon request, such further information, reports and financial statements

within its control related to this Agreement and the Loans as the Master

Servicer reasonably deems appropriate to prepare and file all necessary reports

with the Commission. The Master Servicer shall cooperate with the Depositor in

connection with any additional filings with respect to the Trust Fund as the

Depositor deems necessary under the Exchange Act. Copies of all reports filed by

the Master Servicer under the Exchange Act shall be sent to the Depositor.

(b) The Master Servicer shall indemnify and hold harmless the

Depositor, the Trustee and their respective officers, directors and Affiliates

from and against any losses, damages, penalties, fines, forfeitures, reasonable

and necessary legal fees and related costs, judgments and other costs and

expenses arising out of or based upon a breach of the Master Servicer's

obligations under this Section 3.18 or the Master Servicer's negligence, bad

faith or willful misconduct in connection therewith. Fees and expenses incurred

by the Master Servicer in connection with this Section 3.18 shall not be

reimbursable from the Trust Fund.

Section 3.19 UCC. The Depositor shall file any financing statements or

amendments thereto required by any change in the Uniform Commercial Code. The

Depositor agrees to file continuation statements for any such Uniform Commercial

Code financing statements which the Seller or the Depositor filed in connection

with the Trust Fund.

Section 3.20 OBLIGATION OF THE MASTER SERVICER IN RESPECT OF

COMPENSATING INTEREST. The Master Servicer shall deposit in the Distribution

Account not later than each Distribution Account Deposit Date an amount equal to

the lesser of (i) the aggregate amounts required to be paid by the Servicers

under the Servicing Agreements with respect to Compensating Interest on the

related Loans for the related Distribution Date, and not so paid by the related

Servicers and (ii) the Master Servicing Fee for such Distribution Date without

reimbursement therefor.

Section 3.21 RESERVED.

Section 3.22 PROTECTED ACCOUNTS.

(a) The Master S

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