EXECUTION COPY APPENDIX A DEFINITIONS

EXECUTION COPY

APPENDIX A

DEFINITIONS

“ 90+ Day Delinquent Mortgage Loan ” means for any Collection Period, any Mortgage Loan in Group I that is (i) 90 or more days delinquent, (ii) in foreclosure, or (iii) with respect to which the related Mortgaged Property is characterized as REO Property as of the end of such Collection Period.

“ Act ” has the meaning assigned thereto in Section 10.03 of the Indenture.

“ Additional Balance ” means, with respect to any HELOC, any Draw made thereunder after the related Cut-Off Date and prior to the end of the Managed Amortization Period that is not an Excluded Amount.

“ Additional Balance Differential ” means, with respect to any Payment Date during the Managed Amortization Period, the amount, if any, by which (i) Additional Balances resulting from Draws under the HELOCs during the related Collection Period exceed (ii) Principal Collections (without regard to clause (e) in the definition thereof) for Mortgage Loans assigned to Group I during the related Collection Period.

 “ Administration Agreement ” means the administration agreement dated as of July 31, 2004, by and among the Issuer, the Indenture Trustee and the Master Servicer.

“ Administrator ” means the administrator appointed and serving from time to time pursuant to the Administration Agreement.

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

“ Aggregate Additional Balance Differential ” means, with respect to any Payment Date and the Group I Variable Funding Notes, the sum of Additional Balance Differentials with respect to Group I that have been added to the Variable Funding Balance of the Variable Funding Notes prior to such Payment Date.

“ Amortization Event ” means any one of the following events:

(a)

the failure on the part of the Master Servicer, the Originator or the Issuer (i) to make any payment or deposit required to be made under the Sale and Servicing Agreement or the Indenture within five (5) Business Days after the date such payment or deposit is required to be made; or (ii) to observe or perform in any material respect any other covenants or agreements of the Master Servicer or the Originator set forth in the Sale and Servicing Agreement or the Issuer set forth in the Indenture, which failure continues unremedied for a period of ninety (90) days after written notice thereof to the Master Servicer, the Originator or the Issuer, as applicable, and such failure materially and adversely affects the interests of the holders of the Group I Notes or the Enhancer;

(b)

any representation or warranty made by the Originator in the Mortgage Loan Sale Agreement or the Master Servicer in the Sale and Servicing Agreement or the Issuer in the Indenture shall prove to have been incorrect in any material respect when made and shall continue to be incorrect in any material respect for the related cure period specified in the Mortgage Loan Sale Agreement, the Sale and Servicing Agreement or the Indenture, as applicable, after written notice and as a result of which the interests of the holders of the Group I Notes or the Enhancer, are materially and adversely affected; provided, that an Amortization Event will not be deemed to occur if the Seller has repurchased or caused to be repurchased or substituted for the related Mortgage Loans during such period in accordance with the provisions of the Mortgage Loan Sale Agreement;

(c)

the entry against the Issuer of a decree or order by a court or agency having jurisdiction in the premises for the appointment of a trustee, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of ninety (90) consecutive days;

(d)

the Issuer shall voluntarily go into liquidation, consent to the appointment of a trustee, receiver, liquidator or similar person in any insolvency, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Issuer or of or relating to all or substantially all of its property, or a decree or order of a court, or agency having jurisdiction in the premises for the appointment of a receiver, liquidator or similar person in any insolvency, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Issuer and such decree or order shall remain in force undischarged, unbonded or unstayed for a period of ninety (90) days or the Issuer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations;

(e)

the Issuer becomes subject to regulation by the Securities and Exchange Commission as an investment company within the meaning of the Investment Company Act of 1940, as amended;

(f)

a Servicing Default with respect to the Group I Notes occurs and is unremedied under the Sale and Servicing Agreement and a qualified successor Master Servicer or Subservicer for the Group I Loans acceptable to the Enhancer, as applicable, has not been appointed;

(g)

the occurrence of a draw on the Policy;

(h)

the Issuer or any portion thereof is determined to be an association (or a publicly traded partnership) taxable as a corporation for federal income tax purposes;

(i)

the occurrence and continuation of an Enhancer Default; or

(j)

the occurrence of an event of default under the Insurance Agreement.

In the case of any event described in (a)(ii), (b), (f), (g) or (j), an Amortization Event will be deemed to have occurred with respect to Group I only if, after any applicable grace period described in such clauses, either the Indenture Trustee, with the prior written consent of the Enhancer, or the Enhancer, by written notice to the Depositor, the Originator, the Master Servicer and the Owner Trustee, declares that an Amortization Event has occurred as of the date of such notice.  In the case of any event described in clauses (a)(i), (c), (d), (e), (h) or (i), an Amortization Event will be deemed to have occurred without any notice or other action on the part of the Indenture Trustee, the Noteholders or the Enhancer immediately upon the occurrence of such event; provided, that any Amortization Event may be waived and deemed of no effect with the written consent of each Rating Agency and the Enhancer, subject to the satisfaction of any conditions to such waiver.

“ Applied Loss Amount ” shall have the meaning set forth in Section 3.28 of the Indenture.

“ Appraised Value ” means, with respect to any Mortgaged Property, the appraised value thereof, determined in the appraisal or property valuation used in the origination of the related Mortgage Loan (which may have been obtained at an earlier time).

“ Assignment of Mortgage ” means, with respect to any Mortgage Loan, an assignment, notice of transfer or equivalent instrument, in recordable form, sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect the conveyance of the Mortgage Loan, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering the Mortgage Loans secured by Mortgaged Properties located in the same jurisdiction if permitted under applicable law.

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

“ Authorized Officer ” means, with respect to the Issuer, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

“ Bankruptcy Code ” means the Bankruptcy Code of 1978, as amended.

“ Basic Documents ” means the Trust Agreement, the Indenture, the Mortgage Loan Sale Agreement, the Sale and Servicing Agreement, the Administration Agreement, the Insurance Agreement, the Policy and any documents or certificates required by the terms of any of the foregoing to be delivered in connection therewith.

“ Beneficial Owner ” means, with respect to any Offered Note, the Person that is the beneficial owner of such Offered Note as reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository).

“ Book-Entry Notes ” means beneficial interests in the Offered Notes, ownership and transfers of which shall be made through book entries by the Depository as described in Section 4.06 of the Indenture.

“ Business Day ” means any day other than (a) a Saturday or a Sunday or (b) a day on which banking institutions in the States of New York, Delaware, California, Minnesota, Maryland, Nevada or Indiana are required or authorized by law to be closed or (c) for the purposes of a claim on the Policy, a day upon which the Enhancer is closed.

“ Capped Funding Balance ” means, with respect to any date of determination and Capped Funding Note, the outstanding principal balance of such Capped Funding Note as of such date.

“ Capped Funding Note ” means any Group I Capped Funding Note, substantially in the form of Exhibit A-2b to the Indenture, issued in connection with an exchange pursuant to Section 4.01(d) of the Indenture.

“ Certificate of Trust ” means the certificate of trust filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Act.

“ Certificate Paying Agent ” means any paying agent or co-paying agent appointed pursuant to the Trust Agreement, which initially shall be the Indenture Trustee.

“ Certificate Register ” means the register maintained by the Certificate Registrar in which the Certificate Registrar shall provide for the registration and transfers and exchanges of Certificates.

“ Certificate Registrar ” means, initially, the Indenture Trustee, in its capacity as Certificate Registrar.

“ Certificateholder ” means the Person in whose name a Certificate is registered in the Certificate Register, except that any Certificate registered in the name of the Issuer, the Owner Trustee or the Indenture Trustee or any Affiliate thereof shall be deemed not to be outstanding, and the registered holder will not be considered a Certificateholder or a Holder for purposes of giving any request, demand, authorization, direction, notice, consent or waiver under the Indenture or the Trust Agreement; provided that, in determining whether the Indenture Trustee or the Owner Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates that the Indenture Trustee or the Owner Trustee knows to be so owned shall be so disregarded.  Owners of Certificates that have been pledged in good faith may be regarded as Holders if the pledgee thereof establishes to the satisfaction of the Indenture Trustee or the Owner Trustee, as the case may be, the pledgee’s right so to act with respect to such Certificates and that the pledgee is not the Issuer, any other obligor upon the Certificates or any Affiliate of any of the foregoing.

“ Certificates ” means the Irwin Home Equity Loan Trust Certificates, Series 2004-1, in substantially the form set forth in Exhibit A to the Trust Agreement.

“ Civil Relief Act ” shall mean the Servicemembers Civil Relief Act, as amended.

“ Class ” means with respect to any Note, all Notes that bear the same class designation, ( i.e. , the Class IA-1 Notes as a group).

“ Class IA-1 Note Balance ” means with respect to any Payment Date and the Class IA-1 Notes, the Initial Class IA-1 Note Balance reduced by all payments of principal on the Class IA-1 Notes prior to such Payment Date.

“ Class IA-1 Notes ” means the Class IA-1 Home Equity Loan-Backed Notes, Series 2004-1, in substantially the form set forth in Exhibit A-1 to the Indenture.

“ Class IIA-1 Note Balance ” means with respect to any Payment Date and the Class IIA-1 Notes, the Initial Class IIA-1 Note Balance reduced by all payments of principal on the Class IIA-1 Notes prior to such Payment Date.

“ Class IIA-1 Notes ” means the Class IIA-1 Home Equity Loan-Backed Notes, Series 2004-1, in substantially the form set forth in Exhibit A-1 to the Indenture.

“ Class IIB-1 Note Balance ” means with respect to any Payment Date and the Class IIB-1 Notes, the Initial Class IIB-1 Note Balance reduced by all payments of principal on the Class IIB-1 Notes prior to such Payment Date.

“ Class IIB-1 Notes ” means the Class IIB-1 Home Equity Loan-Backed Notes, Series 2004-1, in substantially the form set forth in Exhibit A-1 to the Indenture.

“ Class IIB-1 Optimal Principal Balance ” means, with respect to any Payment Date from the Closing Date and prior to the Step-Down Date with respect to the Group II Notes, zero; and with respect to any other Payment Date, the aggregate Principal Balance of the Group II Mortgage Loans as of the last day of the preceding Collection Period minus the sum of (a) the aggregate Note Balances of the Senior Group II Notes, the Class IIM-1 Notes and the Class IIM-2 Notes (after taking into account any payments made on such Payment Date in reduction of such Note Balances) and (b) the Overcollateralization Target Amount for the Group II Notes and such Payment Date; provided, however, that unless the Class IIB-1 Notes are the most senior class then outstanding, the Class IIB-1 Optimal Principal Balance will not be reduced below the Class IIB-1 Optimal Principal Balance on the prior Payment Date unless the Loss and Delinquency Tests for Loan Group II are satisfied.

“ Class IIM-1 Note Balance ” means with respect to any Payment Date and the Class IIM-1 Notes, the Initial Class IM-1 Note Balance reduced by all payments of principal on the Class IIM-1 Notes prior to such Payment Date.

“ Class IIM-1 Notes ” means the IIM-1 Home Equity Loan-Backed Notes, Series 2004-1, in substantially the form set forth in Exhibit A-1 to the Indenture.

“ Class IIM-1 Optimal Principal Balance ” means, with respect to any Payment Date from the Closing Date and prior to the Step-Down Date with respect to the Group II Notes, zero; and with respect to any other Payment Date, the aggregate Principal Balance of the Group II Mortgage Loans as of the last day of the preceding Collection Period minus the sum of (a) the aggregate Note Balances of the Senior Group II Notes (after taking into account payments made on such Payment Date in reduction of such Note Balances), (b) approximately 25.70% of the aggregate Principal Balance of the Group II Mortgage Loans as of the last day of the preceding Collection Period, and (c) the Overcollateralization Target Amount for the Group II Notes and such Payment Date; provided, however , that unless the Class IIM-1 Notes are the most senior class then outstanding, the Class IIM-l Optimal Principal Balance will not be reduced below the Class IIM-1 Optimal Principal Balance on the prior Payment Date unless the Loss and Delinquency Tests for Loan Group II are satisfied.

“ Class IIM-2 Note Balance ” means with respect to any Payment Date and the Class IIM-2 Notes, the Initial Class IIM-2 Note Balance reduced by all payments of principal on the Class IIM-2 Notes prior to such Payment Date.

“ Class IIM-2 Notes ” means the Class IIM-2 Home Equity Loan-Backed Notes, Series 2004-1, in substantially the form set forth in Exhibit A-1 to the Indenture.

“ Class IIM-2 Optimal Principal Balance ” means, with respect to any Payment Date from the Closing Date and prior to the Step-Down Date with respect to the Group II Notes, zero; and with respect to any other Payment Date, the aggregate Principal Balance of the Group II Mortgage Loans as of the last day of the preceding Collection Period minus the sum of (a) the aggregate Note Balances of the Senior Group II Notes and the Class IIM-1 Notes (after taking into account payments made on such Payment Date in reduction of such Note Balances), (b) approximately 11.50% of the aggregate Principal Balance of the Group II Mortgage Loans as of the last day of the preceding Collection Period, and (c) the Overcollateralization Target Amount for the Group II Notes and such Payment Date; provided, however, that unless the Class IIM-2 Notes are the most senior class then outstanding, the Class IIM-2 Optimal Principal Balance will not be reduced below the Class IIM-2 Optimal Principal Balance on the prior Payment Date unless the Loss and Delinquency Tests for Loan Group II are satisfied.

“ Closing Date ” means August 6, 2004.

“ Code ” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“ Collateral ” has the meaning set forth in the Granting Clause of the Indenture.

“ Collection Account ” has the meaning set forth in Section 5.01 of the Sale and Servicing Agreement.

“ Collection Period ” means, with respect to any Mortgage Loan and Payment Date, the calendar month preceding any such Payment Date.

“ Collections ” means, with respect to any Collection Period and Group, all Interest Collections and Principal Collections for such Group during such Collection Period.

“ Combined Loan-to-Value Ratio ” or “ CLTV ” means, with respect to each HELOC in the first lien position, the ratio, expressed as a percentage, of the sum of (i) the credit limit of such HELOC and (ii) the outstanding principal balance as of the date of origination of such HELOC, of all other mortgage loans, if any, secured by junior liens on the related Mortgaged Property, to the Appraised Value.  With respect to each HELOC in the second lien position, the ratio, expressed as a percentage, of the sum of (i) the credit limit of such HELOC and (ii) the outstanding principal balance at origination of such HELOC, of all other mortgage loans, if any, secured by senior liens on the related Mortgaged Property, to the Appraised Value.  With respect to each HEL in the first lien position, the “Combined Loan-to-Value Ratio” generally will be the ratio, expressed as a percentage, of the sum of (i) the Principal Balance as of the date of origination of such HEL and (ii) any outstanding principal balance at origination of such HEL of all other mortgage loans, if any, secured by junior liens on the related Mortgage Property, to the Appraised Value.  With respect to each HEL in the second lien position, the “Combined Loan-to-Value Ratio” generally will be the ratio, expressed as a percentage, of the sum of (i) the Principal Balance at origination of such HEL and (ii) any outstanding principal balance as of the date of origination of such HEL of all other mortgage loans, if any, secured by senior liens on the related Mortgaged Property, to the Appraised Value.

“ Commission ” means the Securities and Exchange Commission.

“ Corporate Trust Office ” means, with respect to the Indenture Trustee, the principal corporate trust office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this instrument is located at 60 Livingston Avenue, EP-MN-WS3D, St. Paul, Minnesota 55107, Attention: Corporate Trust Services.  The principal corporate trust office of the Owner Trustee is the office at which at any particular time its corporate trust business shall be administered, and is, at the date of the execution of the Trust Agreement, located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration.

“ Credit Limit ” means, with respect to any HELOC, the maximum Principal Balance permitted under the terms of the related Loan Agreement.

“ Cumulative Loan Loss Percentage ” means as of any Payment Date, a fraction expressed as a percentage the numerator of (a) which is the sum of all Liquidated Loss Amounts in Group I which have occurred between the Cut-Off Date and the last day of the immediately preceding month and the denominator of which is (b) the Cut-off Date Principal Balance of the Mortgage Loans in Group I and any amounts in the Pre-Funding Account on the close of business on the last day of the related Collection Period.

“ Custodian ” initially means Wells Fargo Bank, National Association and its successors or any successor custodian reasonably acceptable to the Enhancer.

“ Cut-Off Date ” means with respect to (i) the Initial Mortgage Loans, the close of business on July 31, 2004 and (ii) a Subsequent Mortgage Loan, the applicable sale date of such Mortgage Loan to the Issuer.

“ Cut-Off Date Principal Balance ” means, with respect to any Mortgage Loan, the Principal Balance thereof as of the Cut-Off Date.

“ Debt Service Reduction ” shall mean, with respect to any Mortgage Loan, a reduction by a court of competent jurisdiction of the Monthly Payment due on such Mortgage Loan in a proceeding under the Bankruptcy Code, except such a reduction that constitutes a Deficient Valuation or a permanent forgiveness of principal.

“ Default ” means any occurrence that is or with notice or the lapse of time or both would constitute an Event of Default.

“ Deferred Amount ” means with respect to each Payment Date for each class of Group II Notes, the amount by which (i) the aggregate of Applied Loss Amounts previously applied in reduction of the Note Balance thereof plus interest thereon at the related Note Rate exceeds (ii) the sum of (a) the aggregate of amounts previously distributed in reimbursement thereof and (b) in the case of the Subordinate Group II Notes, the amount of any increases in the Note Balance of that class of Subordinate Group II Notes on that Payment Date and any prior Payment Dates attributable to the allocation of Recoveries to such class.

“ Deficiency Amount ” has the meaning set forth in the Policy.

“ Deficient Valuation ” shall mean, with respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding principal balance of the Mortgage Loan and a corresponding reduction in the amount payable pursuant to the related Mortgage Note, which valuation and reduction result from a proceeding initiated under the Bankruptcy Code.

“ Definitive Notes ” has the meaning set forth in Section 4.06 of the Indenture.

“ Deleted Loan ” means a Mortgage Loan replaced or to be replaced with a Qualified Substitute Mortgage Loan.

“ Depositor ” means Credit Suisse First Boston Mortgage Acceptance Corp., a Delaware corporation, and its successors.

“ Depository ” or “ Depository Agency ” means The Depository Trust Company or a successor appointed by the Indenture Trustee with the approval of the Depositor.  Any successor to the Depository shall be an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act and the regulations of the Securities and Exchange Commission thereunder.

“ Depository Participant ” means a Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“ Determination Date ” means, with respect to any Payment Date, the 21st day of the month in which such Payment Date occurs or if such day is not a Business Day, the next succeeding Business Day.

“ Draw ” means, with respect to any HELOC, a borrowing by the Mortgagor under the related Loan Agreement.

“ Draw Period ” means, with respect to any HELOC, the period after the date of origination of such HELOC during which the related Mortgagor is permitted to make Draws thereon pursuant to the terms of the related Loan Agreement.

“ Eligible Account ” means (i) with respect to the Collection Account, either (a) a trust account maintained with The Bank of the West or (b) an account or accounts (which may be an account with The Bank of the West) that satisfy the requirements of either (I), (II), (III) or (IV) below and (ii) with respect to the Trustee Collection Account, either (a) trust account or accounts maintained at the corporate trust department of the Indenture Trustee unless the Enhancer has notified the Indenture Trustee in writing otherwise or (b) one or more accounts that satisfy the requirements of either (I), (II), (III) or (IV), as follows:

(I)

that are maintained with a depository institution or trust company whose short-term unsecured debt obligations (or, in the case of a depository institution or trust company that is the principal subsidiary of a bank holding company, the debt obligations of such holding company) at the time of deposit therein have been rated by each Rating Agency in its highest short-term rating category (provided, that if there at any time shall be a downgrading, withdrawal or suspension of the short-term unsecured debt obligations of such depository institution or trust company, the Master Servicer shall, within ten Business Days thereof, move such account to another depository institution or trust company having such required ratings);

(II)

that are maintained with a depository institution or trust company the long-term unsecured debt obligations of which have been rated Baa3 or higher by Moody’s and AA- or higher by Standard & Poor’s (provided, that if there at anytime shall be a downgrading, withdrawal or suspension of the long-term unsecured debt obligations of such depository institution or trust company, the Master Servicer shall, within ten Business Days thereof, move such account to another depository institution or trust company having such required ratings), and the deposits in which are fully insured by the Federal Deposit Insurance Corporation acting through either the Bank Insurance Fund or the Savings Association Insurance Fund;

(III)

that are segregated trust accounts maintained with the corporate trust department of a depository institution or a trust company, acting in its fiduciary capacity; or

(IV)

such other accounts that are acceptable to each Rating Agency and so long as the Policy is in effect or amounts are owed to the Enhancer under the Insurance Agreement, the Enhancer, as evidenced by a letter from each Rating Agency and the Enhancer to the Indenture Trustee, without reduction or withdrawal of the rating of the Group I Notes.

The depository institution or trust company with which the Eligible Account is maintained shall be organized under the laws of the United States or any state thereof, have a net worth in excess of $100,000,000 and deposits insured to the full extent permitted by law by the Federal Deposit Insurance Corporation and be subject to supervision and examination by federal or state banking authorities.  An Eligible Account may bear interest, and may include, if otherwise permitted by this definition, an account maintained with the Indenture Trustee.

“ Eligible Substitute Mortgage Loan ” means a Mortgage Loan assigned to the same Group as the Deleted Loan and that, on the date of substitution, as confirmed in an Officers’ Certificate delivered to the Indenture Trustee, and the Enhancer for Group I, (a) relates or relate to a detached one-family residence or to the same type of residential dwelling as the Deleted Loan and in each case has or have the same or a better lien priority as the Deleted Loan with a Mortgagor having the same or better traditionally ranked credit status and is an owner-occupied Mortgaged Property, (b) matures or mature no later than (and not more than one year earlier than) the Deleted Loan, (c) has or have a Combined Loan-to-Value Ratio or Combined Loan-to-Value Ratios at the time of such substitution no higher than the Combined Loan-to-Value Ratio of the Deleted Loan, (d) has or have a Principal Balance or Principal Balances (after application of all payments received on or prior to the date of substitution) not substantially less and not more than the Principal Balance of the Deleted Loan as of such date, and (e) complies or comply as of the date of substitution with each representation and warranty set forth in the Mortgage Loan Sale Agreement.

“ Enhancer ” means Ambac Assurance Corporation or any successor thereto.

“ Enhancer Default ” means (i) the failure of the Enhancer to pay an Insured Amount or Preference Amount under the Policy in accordance with its terms or (ii) the Enhancer (a) files any petition or commences any case or proceeding under any state or federal law relating to insolvency or bankruptcy, (b) consents to the entry of any decree or order for relief in an involuntary case or proceeding under any state or federal bankruptcy or insolvency law, (c) makes a general assignment for the benefit of its creditors or (d) admits in writing its inability to pay its debts as they come due or (iii) a court of competent jurisdiction, the New York Department of Insurance or other competent regulatory agency enters a final and nonappealable order, judgment or decree under any state or federal bankruptcy or insolvency law (a) appointing a custodian, trustee, agent or receiver for the Enhancer or for all or any material portion of its property or (b) authorizing the taking of possession by a custodian, trustee, agent or receiver of the Enhancer or the taking of possession of all or any material portion of its property.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ Errors and Omissions Policy ” has the meaning set forth in Section 3.06(a) of the Sale and Servicing Agreement.

“ Event of Default ” means, with respect to the Indenture and the Group I Notes or Group II Notes, as applicable, any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)

a default in the payment of any interest (not including any Interest Carry-Forward Amount) on the related Notes when the same becomes due and payable, and such default shall continue for a period of five (5) days;

(b)

the amount of principal and any Interest Carry-Forward Amount due on the related Notes on a Legal Final Payment Date has not been paid in full;

(c)

a default in the observance or performance in any material respect of any covenant or agreement of the Trust made in the Indenture, or any representation or warranty made by the Trust in the Indenture or in any certificate delivered pursuant thereto or in connection therewith having been incorrect as of the time made, and the continuation of any such default or the failure to cure such breach of a representation or warranty for a period of 30 days after notice thereof is given to the Trust by the Indenture Trustee or to the Trust and the Indenture Trustee by the holders of at least 25% of the aggregate Note Balance of the related Notes then outstanding or with respect to the Group I Notes by the Enhancer;

(d)

the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuer's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;

(e)

the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the assets of the Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing; or

(f)

in the case of the Group I Notes, the occurrence and continuance of an event of default under the Insurance Agreement.

Notwithstanding the above, while any of the Senior Group II Notes remain Outstanding, the failure to pay interest due on the Subordinate Group II Notes will not constitute an Event of Default.  While any Class IIM-1 Notes remain Outstanding, the failure to pay interest due on the Class IIB-1 Notes or Class IIM-2 Notes will not be an Event of Default.  While any Class IIM-2 Notes remain Outstanding, the failure to pay interest due on the Class IIB-1 Notes will not be an Event of Default.  

“ Excess Spread ” means, with respect to any Payment Date and Note Group and without taking into account any draw on the Policy on such Payment Date with respect to the Group I Notes, amounts available for distribution on that Payment Date after the making of all payments required under clauses (i), (ii), (iii) and (iv) of subsection (a) and clauses (i), (ii), (iii) and (iv) of subsection (b) of Section 3.05 of the Indenture.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Excluded Amount ” has the meaning set forth in Section 3.19 of the Sale and Servicing Agreement.

“ Expenses ” has the meaning set forth in Section 7.02 of the Trust Agreement.

“ FDIC ” means The Federal Deposit Insurance Corporation, or any successor thereto.

“ Fidelity Bond ” has the meaning set forth in Section 3.06(a) of the Sale and Servicing Agreement.

“ Grant ” means pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to the Indenture.  A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of such collateral or other agreement or instrument and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“ Gross Margin ” means, with respect to any HELOC, the percentage set forth as the “Margin” for such HELOC on the Mortgage Loan Schedule.

“ Group ” means each of Group I and Group II.

“ Group I Cumulative Loss Step-Down Test ” means with respect to each Payment Date, a test that is satisfied on such Payment Date if, with respect to such Payment Date, the fraction (expressed as a percentage) of cumulative Liquidation Loss Amounts in Group I as of the respective Payment Date divided by the aggregate Principal Balance of the Mortgage Loans in Group I as of the Cut-Off Date is less than or equal to the applicable percentage for the related Collection Period specified below:

“ Group I ” means those Mortgage Loans identified on the Mortgage Loan Schedule as being assigned to Group I and any Subsequent Mortgage Loans.

“ Group I Notes ” means the Class IA-1 Notes and the Group I Variable Funding Notes.

“ Group I Step-Down Delinquency Test ” means with respect to each Payment Date, a test that is satisfied on such Payment Date if, with respect to such Payment Date, the Three Month Rolling Average of 90+ Day Delinquent Mortgage Loans on such Payment Date is equal to or less than 10.00%.

“ Group I Twelve Month Loss Amount ” means with respect to any Payment Date, an amount equal to the aggregate of all Liquidation Loss Amounts on the Mortgage Loans in Group I which became Liquidated Mortgage Loans during the twelve preceding Collection Periods.

“ Group I Variable Funding Notes ” means the Group I Home Equity Loan-Backed Variable Funding Notes, Series 2004-1, including any related Capped Funding Notes, in substantially the form set forth in Exhibit A-2a to the Indenture.

“ Group II ” means those Mortgage Loans identified on the Mortgage Loan Schedule as being assigned to Group II.

“ Group II Notes ” means the Class IIA-1 Notes, Class IIM-1 Notes, Class IIM-2 Notes and Class IIB-1 Notes.

“ HEL ” means each Mortgage Loan identified on the Mortgage Loan Schedule as being a Home Equity Mortgage Loan, which Mortgage Loans shall consist of each and every Mortgage Loan assigned to the Issuer that was originated as a closed end, fixed rate home equity loan.

“ HELOC ” means each Mortgage Loan and Subsequent Mortgage Loan identified on the Mortgage Loan Schedule as being a “Home Equity Line of Credit,” which Mortgage Loans shall consist of each and every Mortgage Loan assigned to the Issuer that was originated as an adjustable-rate, home equity line of credit.

“ Holder ” means a Noteholder or a Certificateholder, as the context may require.

“ Indemnified Parties ” has the meaning set forth in Section 7.02 of the Trust Agreement or Section 3.17 of the Sale and Servicing Agreement, as applicable.

“ Indenture ” means the indenture dated as of July 31, 2004, between the Issuer and the Indenture Trustee.

“ Indenture Trustee ” means U.S. Bank National Association, and its successors and assigns, or any successor indenture trustee appointed pursuant to the terms of the Indenture.

“ Independent ” means, when used with respect to any specified Person, that such Person (a) is in fact independent of the Issuer, any other obligor on the Notes, the Depositor, the Sellers, the Master Servicer or any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, a