POOLING AND SERVICING AGREEMENT

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

Depositor

DLJ MORTGAGE CAPITAL, INC.,

Seller

OCWEN FEDERAL BANK FSB,

Servicer

WELLS FARGO BANK, N.A.,

Servicer, Master Servicer and Back-Up Servicer

THE MURRAYHILL COMPANY,

Credit Risk Manager

and

U.S. BANK NATIONAL ASSOCIATION,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of November 1, 2004

Home Equity Asset Trust 2004-8

HOME EQUITY PASS-THROUGH CERTIFICATES, SERIES 2004-8

Table of Contents

Page

ARTICLE I DEFINITIONS

13

SECTION 1.01

Definitions.

13

SECTION 1.02

Interest Calculations.

53

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND

WARRANTIES

54

SECTION 2.01

Conveyance of Mortgage Loans.

54

SECTION 2.02

Acceptance by the Trustee of the Mortgage Loans.

60

SECTION 2.03

Representations and Warranties of the Seller, the Servicers, the Master

Servicer and the Back-Up Servicer.

62

SECTION 2.04

Representations and Warranties of the Depositor as to the Mortgage

Loans.

65

SECTION 2.05

Delivery of Opinion of Counsel in Connection with Substitutions.

66

SECTION 2.06

Execution and Delivery of Certificates.

66

SECTION 2.07

REMIC Matters.

66

SECTION 2.08

Covenants of the Servicers and the Master Servicer.

67

SECTION 2.09

Conveyance of Pooling REMIC Regular Interests, Subsidiary REMIC

Regular Interests and Intermediate REMIC Regular Interests and

Acceptance of Master REMIC, Respectively, by the Trustee; Issuance of

Certificates.

67

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

68

SECTION 3.01

Servicers to Service Non-Designated Mortgage Loans; Master Servicer to

Master Service Designated Mortgage Loans.

68

SECTION 3.02

Subservicing; Enforcement of the Obligations of Subservicers.

70

SECTION 3.03

[Reserved].

71

SECTION 3.04

Notification of Adjustments.

71

SECTION 3.05

Trustee to Act as Servicer.

71

SECTION 3.06

Collection of Non-Designated Mortgage Loans; Collection Account;

Certificate Account; Prefunding Account; Capitalized Interest Account.

72

SECTION 3.07

Establishment of and Deposits to Escrow Accounts; Permitted

Withdrawals from Escrow Accounts; Payments of Taxes, Insurance

and Other Charges.

76

SECTION 3.08

Access to Certain Documentation and Information Regarding the

Mortgage Loans; Inspections.

78

SECTION 3.09

Permitted Withdrawals from the Collection Accounts and Certificate

Account.

78

SECTION 3.10

Maintenance of Hazard Insurance; Mortgage Impairment Insurance and

Primary Insurance Policy; Claims; Restoration of Mortgaged Property.

80

SECTION 3.11

Enforcement of Due-on-Sale Clauses; Assumption Agreements.

84

SECTION 3.12

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain

Mortgage Loans.

85

SECTION 3.13

Trustee to Cooperate; Release of Mortgage Files.

88

SECTION 3.14

Documents, Records and Funds in Possession of a Servicer to be Held

for the Trustee.

89

SECTION 3.15

Servicing and Master Servicing Compensation:  Master Servicer’s

Indemnity.

90

SECTION 3.16

Access to Certain Documentation.

91

SECTION 3.17

Annual Statement as to Compliance.

91

SECTION 3.18

Annual Independent Public Accountants’ Servicing Statement;

Financial Statements.

91

SECTION 3.19

Maintenance of Fidelity Bond and Errors and Omissions Insurance.

92

SECTION 3.20

Prepayment Premiums.

93

SECTION 3.21

Duties and Removal of the Credit Risk Manager.

93

SECTION 3.22

Advance Facility.

94

SECTION 3.23

Designated Mortgage Loans; Designated Servicing Compensation.

96

ARTICLE IV DISTRIBUTIONS AND ADVANCES

100

SECTION 4.01

Advances.

100

SECTION 4.02

Priorities of Distribution.

101

SECTION 4.03

Allocation of Losses.

108

SECTION 4.04

Monthly Statements to Certificateholders.

109

SECTION 4.05

Servicers and Master Servicer to Cooperate.

112

SECTION 4.06

Basis Risk Reserve Fund.

112

SECTION 4.07

The Class A-3 Interest Rate Cap Agreement.

113

SECTION 4.08

The Interest Rate Cap Agreement.

114

ARTICLE V THE CERTIFICATES

117

SECTION 5.01

The Certificates.

117

SECTION 5.02

Certificate Register; Registration of Transfer and Exchange of Certificates.

117

SECTION 5.03

Mutilated, Destroyed, Lost or Stolen Certificates.

122

SECTION 5.04

Persons Deemed Owners.

122

SECTION 5.05

Access to List of Certificateholders’ Names and Addresses.

122

SECTION 5.06

Maintenance of Office or Agency.

123

ARTICLE VI THE DEPOSITOR, THE SELLER, THE MASTER SERVICER AND

THE SERVICERS

124

SECTION 6.01

Respective Liabilities of the Depositor, the Seller, the Servicers and the

Master Servicer.

124

SECTION 6.02

Merger or Consolidation of the Depositor, the Seller, the Master Servicer,

the Back-Up Servicer or a Servicer.

124

SECTION 6.03

Limitation on Liability of the Depositor, the Seller, the Master Servicer, the

Servicers and the Back-Up Servicer.

125

SECTION 6.04

Limitation on Resignation of a Servicer or the Master Servicer.

126

SECTION 6.05

Limitation Upon Liability of the Credit Risk Manager.

127

ARTICLE VII DEFAULT

128

SECTION 7.01

Events of Default.

128

SECTION 7.02

Trustee to Act; Appointment of Successor.

132

SECTION 7.03

Notification to Certificateholders.

134

SECTION 7.04

Termination of Duties of the Back-Up Servicer.

134

ARTICLE VIII CONCERNING THE TRUSTEE

135

SECTION 8.01

Duties of the Trustee.

135

SECTION 8.02

Certain Matters Affecting the Trustee.

136

SECTION 8.03

Trustee Not Liable for Certificates or Mortgage Loans.

137

SECTION 8.04

Trustee May Own Certificates.

138

SECTION 8.05

Trustee’s Fees and Expenses.

138

SECTION 8.06

Eligibility Requirements for the Trustee.

138

SECTION 8.07

Resignation and Removal of the Trustee.

139

SECTION 8.08

Successor Trustee.

140

SECTION 8.09

Merger or Consolidation of the Trustee.

140

SECTION 8.10

Appointment of Co-Trustee or Separate Trustee.

140

SECTION 8.11

Tax Matters.

142

SECTION 8.12

Periodic Filings.

145

SECTION 8.13

Trust Obligations.

147

SECTION 8.14

Determination of Certificate Index.

147

SECTION 8.15

Indemnification with Respect to Certain Taxes and Loss of REMIC Status.

148

ARTICLE IX TERMINATION

149

SECTION 9.01

Termination upon Liquidation, Purchase or Auction of the Mortgage Loans.

149

SECTION 9.02

Final Distribution on the Certificates.

150

SECTION 9.03

Additional Termination Requirements.

151

ARTICLE X MISCELLANEOUS PROVISIONS

153

SECTION 10.01

Amendment.

153

SECTION 10.02

Recordation of Agreement; Counterparts.

154

SECTION 10.03

Governing Law.

155

SECTION 10.04

Intention of Parties.

155

SECTION 10.05

Notices.

155

SECTION 10.06

Severability of Provisions.

156

SECTION 10.07

Assignment.

156

SECTION 10.08

Limitation on Rights of Certificateholders.

156

SECTION 10.09

Certificates Nonassessable and Fully Paid.

157

SECTION 10.10

Protection of Assets.

157

SECTION 10.11

Non-Solicitation.

158

EXHIBITS

EXHIBIT A

Form of Class A -[•] Certificate

EXHIBIT B

Form of Class M -[•] Certificate

EXHIBIT C

Form of Class B -[•] Certificate

EXHIBIT D

Form of Residual Certificate

EXHIBIT E

Form of Class X Certificate
EXHIBIT F

Form of Interest Only Certificates

EXHIBIT G

Form of Initial Certification of Custodian

EXHIBIT H

Form of Final Certification of Custodian

EXHIBIT I

Transfer Affidavit

EXHIBIT J

Form of Transferor Certificate

EXHIBIT K

Form of Investment Letter (Non-rule 144A)

EXHIBIT L

Form of Rule 144A Letter

EXHIBIT M

Request for Release

EXHIBIT N

Officer’s Certificate with Respect to Principal Prepayments

EXHIBIT O

Form of Servicer Report

EXHIBIT P

[Reserved]

EXHIBIT Q

Form of Subsequent Transfer Agreement

EXHIBIT R

Form of Special Request for Release

EXHIBIT S

[Reserved]

EXHIBIT T

Form of Interest Rate Cap Agreement

EXHIBIT U

Form of Depositor Certification

EXHIBIT V

Form of Trustee Certification

EXHIBIT W

Form of Servicer Certification

SCHEDULE I

Mortgage Loan Schedule for Mortgage Loans

SCHEDULE IIA

Representations and Warranties of Seller – DLJMC

SCHEDULE IIB

Representations and Warranties of Servicer – WFBNA

SCHEDULE IIC

Representations and Warranties of Servicer – Ocwen

SCHEDULE IID

Representations and Warranties of Back Up Servicer – WFBNA

SCHEDULE IIE

Representations and Warranties of Master Servicer

SCHEDULE III

Representations and Warranties – Mortgage Loans

SCHEDULE IV

Designated Mortgage Loan Schedule

SCHEDULE V

Designated Servicing Agreements

SCHEDULE VI

Servicing Fee Rates for the Designated Servicers

THIS POOLING AND SERVICING AGREEMENT, dated as of November 1, 2004, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware corporation, as the depositor (the “Depositor”), DLJ MORTGAGE CAPITAL, INC., a Delaware corporation, as the Seller (the “Seller”), WELLS FARGO BANK, N.A., a national banking association, as a servicer (“WFBNA” or a “Servicer”), as master servicer (in such capacity, the “Master Servicer”) and as back-up Servicer (the “Back-Up Servicer”), Ocwen Federal Bank FSB, a federally chartered savings bank, as a servicer (“Ocwen” or a “Servicer” and together with WFBNA, the “Servicers”), THE MURRAYHILL COMPANY, a Colorado corporation, as credit risk manager (the “Credit Risk Manager”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as the trustee (the “Trustee”).

WITNESSETH THAT

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

PRELIMINARY STATEMENT

As provided herein, the Trustee shall elect that the Trust Fund (exclusive of the assets held in the Basis Risk Reserve Fund, the Prefunding Account, the Capitalized Interest Account, and the Interest Rate Cap Accounts, and exclusive of the Interest Rate Cap Agreement and the Class A-3 Interest Rate Cap Agreement and any entitlement to Prepayment Premiums) be treated for federal income tax purposes as comprising four real estate mortgage investment conduits (each a “REMIC” or, in the alternative, the Pooling REMIC, the Subsidiary REMIC, the Intermediate REMIC, and the Master REMIC”).  Each Certificate, other than the Class R Certificate, represents ownership of a regular interest in the Master REMIC for purposes of the REMIC Provisions.  In addition, each Class of LIBOR Certificates represents the right to receive payments pursuant to contractual arrangements as described in Section 8.11 of this Agreement.  The Class X Certificate also represents ownership of the assets held from time to time in the Basis Risk Reserve Fund, the Interest Rate Cap Accounts, the Interest Rate Cap Agreement, and the Class A-3 Interest Rate Cap Agreement.  The Class R Certificate represents ownership of the sole class of residual interest in each of the Subsidiary REMIC, the Intermediate REMIC, and the Master REMIC for purposes of the REMIC Provisions.  The Class R-II Certificate represents ownership of the sole class of residual interest in the Pooling REMIC.  The Master REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Intermediate REMIC, other than the Class LT2-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Intermediate REMIC for purposes of the REMIC Provisions. The Intermediate REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Subsidiary REMIC, other than the Class LT1-R Interest, and each such Lower Tier Interest is hereby designated as a regular interest in the Subsidiary REMIC.  The Subsidiary REMIC shall hold as its assets the several classes of uncertificated Lower Tier Interests in the Pooling REMIC and each such Lower Tier Interest is hereby designated as a regular interest in the Pooling REMIC.  The Pooling REMIC shall hold as assets the property of the Trust Fund other than the Lower Tier Interests in the Pooling REMIC, the Subsidiary REMIC and the Intermediate REMIC, the Basis Risk Reserve Fund, the Prefunding Account, the Capitalized Interest Account, the Interest Rate Cap Accounts, the Interest Rate Cap Agreement and the Class A-3 Interest Rate Cap Agreement and any entitlement to Prepayment Premiums.  The startup day for each REMIC created hereby for purposes of the REMIC Provisions is the Closing Date.  In addition, for purposes of the REMIC Provisions, the latest possible maturity date for each regular interest in each REMIC created hereby is the fourth month following month in which the Mortgage Loan having the latest maturity date matures.

The Pooling REMIC

The following table sets forth (or describes) the class designation, interest rate, and initial class principal amount for each class of Pooling REMIC Lower Tier Interests.  

(1)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for the Class LTP-A Interest is a per annum rate equal to the Net WAC Rate.

(2)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these Pooling REMIC Lower Tier Interests is a per annum rate equal to the product of (i) 4.20%, multiplied by (ii) the quotient of (a) the actual number of days in the accrual period applicable to the Class A-IO-2 Certificates, divided by (b) 30.

(3)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these Pooling REMIC Lower Tier Interests is a per annum rate equal to the excess, if any of (i) the product of (a) the Net WAC Rate, multiplied by (b) 2, over (ii) the product of (a) 4.20%, multiplied by (b) the quotient of (I) the actual number of days in the accrual period applicable to the Class A-IO-2 Certificates, divided by (II) 30.

(4)

The Class LTP-A-IO-S Interest does not have a principal balance but on each Distribution Date is entitled to the interest accrued on the Mortgage Loans at the Excess Servicing Fee Rate.

(5)

 The Class R-II Certificate represents ownership of the sole class of residual interest in the Pooling REMIC.  On each Distribution Date, Available Funds remaining after all distributions with respect to the other Pooling REMIC Interests have been made in the manner described below shall be distributed with respect to the Class R-II Certificate.   

On each Distribution Date, the Trustee shall first pay or charge as an expense of the Pooling REMIC all expenses of the Trust for such Distribution Date.

On each Distribution Date the Trustee shall distribute the remaining Interest Remittance Amount for Loan Group 1 and Loan Group 2 with respect to each of the Lower Tier Interests in the Pooling REMIC based on the above-described interest rates.

On each Distribution Date, the Trustee shall distribute the Principal Remittance Amount with respect to Loan Group 1 and Loan Group 2 with respect to the Pooling REMIC Interests, first to the Class LT-R-II Certificate until its Class Principal Balance is reduced to zero, then to the Class LTP-A Interest until its principal balance is reduced to zero, and then sequentially, to the other Pooling REMIC Interests in ascending order of their numerical class designation, and, with respect to each pair of classes having the same numerical designation, in equal amounts to each such class, until the principal balance of each such class is reduced to zero.  All losses on the Mortgage Loans shall be allocated among the Pooling REMIC Interests in the same manner that principal distributions are allocated.

The Subsidiary REMIC

The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of Subsidiary REMIC Lower Tier Interests.

___________________________

(1)

The interest rate for each of these Subsidiary REMIC Lower Tier Interests with respect to any Distribution Date (and the related Accrual Period) is a per annum rate equal to the weighted average of the interest rates on the Pooling REMIC Lower Tier Interests (other than the Class R-II Certificate and Class LTP-AIO-S Interests), provided , however , that for any Distribution Date on which the Class LT1-AIO-2 Interest is entitled to a portion of the interest accruals on a Pooling REMIC Lower Tier Interest having an “F” in its class designation, as described in footnote two, below, such weighted average shall be computed by first subjecting the rate on such Pooling REMIC Lower Tier Interest to a cap equal to the product of (i) 2, multiplied by (ii) the Certificate Index, multiplied by (iii) the quotient of (a) the actual number of days in the accrual period applicable to the Class A-IO-2 Certificates, divided by (b) 30.  

(2)

The Class LT1-AIO-2 is an interest only class that does not have a principal balance.  For only those Distribution Dates listed in the first column in the table below, the Class LT1-AIO-2 shall be entitled to interest accrued on the Pooling REMIC Lower Tier Interest listed in second column in the table below at a per annum rate equal to the excess, if any, of (i) the interest rate for such Pooling REMIC Lower Tier Interest for such Distribution Date over (ii) the product of (a) 2, multiplied by (b) the Certificate Index, multiplied by (c) the quotient of (I) the actual number of days in the accrual period applicable to the Class A-IO-2 Certificates, divided by (II) 30.

(3)

For each Distribution Date, the Class LT1-AIO-S Interest shall be entitled to all amounts distributed with respect to the Class LTP-AIO-S Interest.  

(4)

The Class LT1-R Interest is the sole class of residual interest in the Subsidiary REMIC.  It does not have an interest rate or a principal balance.

On each Distribution Date the Trustee shall distribute interest on the Lower Tier Interests in the Subsidiary REMIC based on the above-described interest rates, provided , however , that interest that accrues on the Class LT1-Q Interest shall be deferred in an amount equal to one-half of the increase, if any, in the Overcollateralization Amount for such Distribution Date.  Any interest so deferred shall itself bear interest at the interest rate for the Class LT1-Q Interest.  An amount equal to the interest so deferred shall be distributed as additional principal on the other Subsidiary REMIC Lower Tier Interests having a principal balance in the manner described below.

On each Distribution Date principal shall be distributed, and Realized Losses shall be allocated, among the Lower Tier Interests in the Subsidiary REMIC in the following order of priority:

(i)

First, to the Class LT1-A-1A Interest until the principal balance of such Lower Tier Interest equals one-half of the Class Principal Balance of the Class LT2-A-1A Interest immediately after such Distribution Date;

(ii)

Second, to the Class LT1-A-1B Interest until the principal balance of such Lower Tier Interest equals one-half of the Class Principal Balance of the Class LT2-A-1B Interest immediately after such Distribution Date;

(iii)

Third, to the Class LT1-A-2A Interest until the principal balance of such Lower Tier Interest equals one-half of the Class Principal Balance of the Class LT2-A-2A Interest immediately after such Distribution Date;

(iv)

Fourth, to the Class LT1-A-2B Interest until the principal balance of such Lower Tier Interest equals one-half of the Class Principal Balance of the Class LT2-A-2B Interest immediately after such Distribution Date;

(v)

Fifth, to the Class LT1-A-3A Interest until the principal balance of such Lower Tier Interest equals one-half of the Class Principal Balance of the Class LT2-A-3A Interest immediately after such Distribution Date;

(vi)

Sixth, to the Class LT1-A-3B Interest until the principal balance of such Lower Tier Interest equals one-half of the Class Principal Balance of the Class LT2-A-3B Interest immediately after such Distribution Date;

(vii)

Seventh, to the Class LT1-A-4A Interest until the principal balance of such Lower Tier Interest equals one-half of the Class Principal Balance of the Class LT2-A-4A Interest immediately after such Distribution Date;

(viii)

Eighth, to the Class LT1-A-4B Interest until the principal balance of such Lower Tier Interest equals one-half of the Class Principal Balance of the Class LT2-A-4B Interest immediately after such Distribution Date;

(ix)

Ninth, to the Class LT1-M-1 Interest until its principal balance equals one-half of the Class Principal Balance of the Class M-1 Certificates immediately after such Distribution Date;

(x)

Tenth, to the Class LT1-M-2 Interest until its principal balance equals one-half of the Class Principal Balance of the Class M-2 Certificates immediately after such Distribution Date;

(xi)

Eleventh, to the Class LT1-M-3 Interest until its principal balance equals one-half of the Class Principal Balance of the Class M-3 Certificates immediately after such Distribution Date;

(xii)

Twelfth, to the Class LT1-M-4 Interest until its principal balance equals one-half of the Class Principal Balance of the Class M-4 Certificates immediately after such Distribution Date;

(xiii)

Thirteenth, to the Class LT1-M-5 Interest until its principal balance equals one-half of the Class Principal Balance of the Class M-5 Certificates immediately after such Distribution Date;

(xiv)

Fourteenth, to the Class LT1-M-6 Interest until its principal balance equals one-half of the Class Principal Balance of the Class M-6 Certificates immediately after such Distribution Date;

(xv)

Fifteenth, to the Class LT1-B-1 Interest until its principal balance equals one-half of the Class Principal Balance of the Class B-1 Certificates immediately after such Distribution Date;

(xvi)

Sixteenth, to the Class LT1-B-2 Interest until its principal balance equals one-half of the Class Principal Balance of the Class B-2 Certificates immediately after such Distribution Date;

(xvii)

Seventeenth, to the Class LT1-B-3 Interest until its principal balance equals one-half of the Class Principal Balance of the Class B-3 Certificates immediately after such Distribution Date;

(xviii)

Eighteenth, to the Class LT1-B-4 Interest until its principal balance equals one-half of the Class Principal Balance of the Class B-4 Certificates immediately after such Distribution Date; and

(xix)

Finally, to the Class LT1-Q Interest, any remaining amounts.

The Intermediate REMIC

The following table sets forth (or describes) the class designation, interest rate, and initial principal amount for each class of Intermediate REMIC Lower Tier Interests.

___________________________

(1)

The interest rate with respect to any Distribution Date (and the related Accrual Period) on or before the Distribution Date in November 2006 for each of these Lower Tier Interests is the per annum rate equal to the lesser of (i) the sum of (a) the Adjusted Fixed Rate applicable to the particular class of Lower Tier Interests, plus (b) the Adjusted Certificate Index, and (ii) the quotient of (a) the weighted average of the interest rates on the Subsidiary REMIC Lower Tier Interests (other than the Class LT1-AIO-2, Class LT1-AIO-S, and Class LT1-R Interests), divided by (b) the A-IO-1 Notional Percentage.  For any Distribution Date (and the related Accrual Period) thereafter, a per annum rate equal to the rate at which interest accrues on the Corresponding Class of Certificates, subject to a cap equal to the weighted average of the interest rates on the Subsidiary REMIC Lower Tier Interests (other than the Class LT1-AIO-2, Class LT1-AIO-S, and Class LT1-R Interests)

(2)

The interest rate for each of these Lower Tier Interests with respect to any Distribution Date (and the related Accrual Period) on or before the Distribution Date in November 2006 is the per annum rate equal to 0.00%.  For any Distribution Date (and the related Accrual Period) thereafter, a per annum rate equal to the rate at which interest accrues on the Corresponding Class of Certificates, subject to a cap equal to the weighted average of the interest rates on the Subsidiary REMIC Lower Tier Interests (other than the Class LT1-AIO-2, Class LT1-AIO-S, and Class LT1-R Interests).

(3)

The interest rate with respect to any Distribution Date (and the related Accrual Period) for each of these Intermediate REMIC Lower Tier Interests is a per annum rate equal to the lesser of (i) the rate at which interest accrues on the Corresponding Class of Certificates and (ii) the weighted average of the interest rates on the Subsidiary REMIC Lower Tier Interests (other than the Class LT1-AIO-2, Class LT1-AIO-S, and Class LT1-R Interests).

(4)

With respect to any Distribution Date, the Class LT2-AIO-2 Interest shall be entitled to all amounts distributable with respect to the Class LT1-AIO-2 Interest.

(5)

With respect to any Distribution Date, the Class LT2-AIO-S Interest shall be entitled to all amounts distributable with respect to the Class LT1-AIO-S Interest.

(6)

The Class LT2-X Interest will accrue interest on its Notional Amount.  Its Notional Amount shall for any Distribution Date (and the related Accrual Period) equal the sum of the principal balances of the Subsidiary REMIC Lower Tier Interests.  For each Accrual Period, the Class X Certificate shall accrue interest on its Notional Amount at a per annum rate equal to the excess of (i) the weighted average of the interest rates on the Subsidiary REMIC Lower Tier Interests (other than the Class LT1-AIO-2, Class LT1-AIO-S, and Class LT1-R Interests), over (ii) the Adjusted Subsidiary REMIC WAC.  Interest accrued on the Class X Certificate for any Accrual Period shall not be distributed on the related Distribution Date but shall be deferred to the extent of any increase in the Overcollateralization Amount for such Distribution Date. Any interest so deferred shall not itself accrue interest.

(7)

The Class LT2-R Interest is the sole class of residual interest in the Intermediate REMIC.  It does not have an interest rate or a principal balance.

On each Distribution Date, the Trustee shall distribute interest on the Intermediate REMIC Lower Tier Interests at the above-described rates.

On each Distribution Date, the Trustee shall distribute principal on, and shall allocate Realized Losses among, the Intermediate REMIC Lower Tier Interests in the same amount that the Trustee distributes principal, or allocates Realized Losses, on the Corresponding Class of Certificates, provided , however , that in the case of the Class LT2-A-1A, Class LT2-A-2A, Class LT2-A-3A and Class LT2-A-4A Interests, on each Distribution Date principal payments shall be made and losses shall be allocated such that the principal balance of each such Intermediate REMIC Lower Tier Interest equals the A-IO-1 Notional Percentage of the Class Principal Balance of the Corresponding Class of Certificates, and, that in the case of the Class LT2-A-1B, Class LT2-A-2B, Class LT2-A-3B and Class LT2-A-4B Interests, on each Distribution Date principal payments shall be made and losses shall be allocated such that the principal balance of each such Intermediate REMIC Lower Tier Interest equals the product of (i) the  difference between (a) 100% minus (b) the A-IO-1 Notional Percentage, multiplied by (ii) the Class Principal Balance of the Corresponding Class of Certificates.

The Master REMIC

The following table sets forth (or describes) the Class designation, Pass-Through Rate, initial Class Principal Balance, and minimum Denomination for each Class of Certificates comprising interests in the Trust Fund created hereunder.

___________________________

(1)

Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date four months following the month of the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates that represents one or more of the “regular interests” in the Master REMIC.

(2)

The rate shown above is the Pass-Through Rate for the December 2004 Distribution Date (and the related Accrual Period).  The Pass-Through Rate applicable to any other Distribution Date (and the related Accrual Period) shall equal the sum of the related Certificate Index and the Certificate Margin for such Distribution Date subject to a cap equal to the applicable Net Funds Cap, provided , however , that for purposes of the REMIC Provisions, such cap for each Class of Certificates shall be determined by assuming the each of the Group 1 Senior Net Funds Cap and the Group 2 Senior Net Funds Cap equals the weighted average of the of the maximum interest rates on the Intermediate REMIC Lower Tier Interests (other than the Class LT2-AIO-2, Class LT2-AIO-S, LT2-X and Class LT2-R Interests), and any interest distributed at a rate in excess of such cap shall be deemed to have been paid from the Basis Risk Reserve Fund.  

(3)

The rate shown above is the Pass-Through Rate for the December 2004 Distribution Date (and the related Accrual Period).  The Class A-IO-1 Certificates are an interest only Class and for any Distribution Date on or before the Distribution Date in November 2006 the Class A-IO-1 Certificates shall bear interest at their Pass-Through Rate (as defined herein) on the Class A-IO-1 Notional Amount (as defined herein).  In addition, the Class A-IO-1 Certificates shall be entitled to all Prepayment Premiums on the Mortgage Loans and such entitlement shall not be an interest in any REMIC created hereunder.  For purposes of the REMIC Provisions, for each Distribution Date on or before the Distribution Date in November 2006, the Class A-IO-1 Certificates shall be entitled to a specified portion of the interest that accrues on the Class LT2-A-1A, Class LT2-A-2A, Class LT2-A-3A, and Class LT2-A-4A Interests for the related Accrual Period.  

•

Specifically, the Class A-IO-1 Certificates shall be entitled to interest accrued on the Class LT2-A-1A, Class LT2-A-2A, Class LT2-A-3A, and Class LT2-A-4A Interests at a per annum rate equal to the least of (i) the excess, if any, of (a) 8.00%, over (b) the Certificate Index for such Distribution Date, (ii) the excess of (a) the weighted average of the interest rates on the Class LT2-A-1A, Class LT2-A-2A, Class LT2-A-3A, and Class LT2-A-4A Interests for the Accrual Period, over (b) the product of (I) the quotient of (A) the weighted average of the interest rates on those interests if they were each subject to a cap and a floor equal to the Pass-Through Rates for their Corresponding Class of Certificates for the Accrual Period, divided by (B) the A-IO-1 Notional Percentage, multiplied by (II) a fraction, the numerator of which is the actual number of days in the Accrual Period for the LIBOR Certificates, and the denominator of which is 30, and (iii) 5.90%.

(1)

The Class A-IO-2 Certificates are an interest only Class and for any Distribution Date beginning with the February 2005 Distribution Date and ending with the November 2006 Distribution Date the Class A-IO-2 Certificates shall bear interest at their Pass-Through Rate (as defined herein) on the Class A-IO-2 Notional Amount (as defined herein).  For purposes of the REMIC Provisions, the Class A-IO-2 Certificates shall, for each Distribution Date, be entitled to all amounts distributed with respect to the Class LT2-AIO-2 Interest.

(2)

The Class A-IO-S Certificates are an interest only Class and for each Distribution Date the Class A-IO-S Certificates shall receive the aggregate Excess Servicing Fee.  For purposes of the REMIC Provisions, the Class A-IO-S Certificates shall, for each Distribution Date, be entitled to all amounts distributed with respect to the Class LT2-AIO-S Interest.

(3)

For purposes of the REMIC Provisions, the Class X Certificate is entitled on each Distribution Date to all amounts distributable with respect to the Class LT2-X Interest.

(4)

The Class R Certificate represents ownership of the residual interest in the Master REMIC, as well as ownership of the Intermediate REMIC and the Subsidiary REMIC.

(5)

The Class R-II Certificate represents ownership of the residual interest in the Pooling REMIC.

Set forth below are designations of Classes of Certificates to the categories used herein:

Book-Entry Certificates

All Classes of Certificates other than the Physical Certificates.

Class A Certificates

The Class A-1, Class A-2, Class A-3 and Class A-4.

Class A-IO Certificates

The Class A-IO-1, Class A-IO-2 and Class A-IO-S Certificates.

Class B Certificates

The Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.

Class M Certificates

The Class M-1, Class M-2 , Class M-3, Class M-4, Class M-5 and Class M-6 Certificates.

Class X Certificates

The Class X Certificates.

ERISA-Restricted Certificates

The Residual Certificates, Private Certificates, and Certificates of any Class that no longer satisfy the applicable rating requirements of the Underwriters’ Exemption.

LIBOR Certificates

The Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4, Class R and Class R-II Certificates.

Notional Amount Certificates

The Class A-IO-1, Class A-IO-2, Class A-IO-S and Class X Certificates.

Offered Certificates

All Classes of Certificates other than the Private Certificates.

Private Certificates

The Class A-IO-2, Class A-IO-S and Class X Certificates.

Physical Certificates

The Class A-IO-2, Class A-IO-S, Class R, Class R-II and Class X Certificates.

Rating Agencies

Fitch, Moody’s and S&P.

Regular Certificates

All Classes of Certificates other than the Class R and Class R-II Certificates.

Residual Certificates

The Class R and Class R-II Certificates.

Senior Certificates

The Class A, Class A-IO, Class R and Class R-II Certificates.

Subordinate Certificates

The Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class B-4 and Class X Certificates.

ARTICLE I

DEFINITIONS

SECTION 1.01

Definitions.

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

A-IO-1 Notional Percentage :  Means 27.50%.

Accepted Master Servicing Practices :  With respect to any Designated Mortgage Loan, the Master Servicer’s normal master servicing practices, which practices shall conform to those mortgage master servicing practices of prudent mortgage lending institutions which master service mortgage loans and of the same type as such Designated Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.

Accepted Servicing Practices :  With respect to any Mortgage Loan, each Servicer’s normal servicing practices, which practices shall conform to those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans for their own account and of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.

Accredited Serviced Mortgage Loans :  Each of the Designated Mortgage Loans serviced by Accredited Home Lenders, Inc. and identified as an Accredited Serviced Mortgage Loan.

Accrual Period :  For any class of Offered Certificates, other than the Class A-IO-1 Certificates, and any Distribution Date, the period commencing on the immediately preceding Distribution Date (or, in the case of the first Accrual Period, the closing date) and ending on the day immediately preceding the related Distribution Date.  For the Class A-IO-1 and Class A-IO-2 Certificates, the period commencing on the 25th day of the month preceding the related Distribution Date and ending on the 24th day of the month of such Distribution Date.  For each Lower Tier Interest and Class A-IO-S Certificates, the calendar month preceding the month in which the Distribution Date occurs.

Adjusted Certificate Index :  For any Distribution Date (and the related Accrual Period) the difference between (i) the product of (a) the quotient of (I) the Certificate Index, divided by (II) the A-IO-1 Notional Percentage, multiplied by (b) the quotient of (I) the actual number of days in the Accrual Period for the LIBOR Certificates, divided by (II) 30, minus (ii) the greater of the Certificate Index or 2.10%.

Adjusted Fixed Rate : For any Distribution Date (and the related Accrual Period) and any of the Class LT2-A-1A, Class LT2-A-2A, Class LT2-A-3A and Class LT2-A-4A Lower Tier Interests in the Intermediate REMIC, the sum of (i) 8.00% plus (ii) the product of (a) the quotient of (I) the Certificate Margin applicable to the Corresponding Class of Certificates for such Distribution Date divided by (II) the A-IO-1 Notional Percentage, multiplied by   (b) the quotient of (I) the actual number of days in the Accrual Period for the LIBOR Certificates, divided by (II) 30..

Adjusted Subsidiary REMIC WAC :  For any Accrual Period, the product of (i) two, multiplied by (ii) the weighted average of the interest rates on the Lower Tier Interests in the Subsidiary REMIC (other than the Class LT1-AIO-2, Class LT1-AIO-S, and Class LT1-R Interest), determined by (a) subjecting the rate on the Class LT1-Q Interest to a cap of zero and (b) subjecting the rate on the Class LT1-A-1A, Class LT1-A-1B, Class LT1-A-2A, Class LT1-A-2B, Class LT1-A-3A, Class LT1-A-3B, Class LT1-A-4A, Class LT1-A-4B, Class LT1-M-1, Class LT1-M-2, Class LT1-M-3, Class LT1-M-4, Class LT1-M-5, Class LT1-M-6, Class LT1-B-1, Class LT1-B-2, Class LT1-B-3 and Class LT1-B-4 Interests to a cap and a floor equal to the Pass-Through Rate on the Corresponding Class of Intermediate REMIC Lower Tier Interests for such Accrual Period.

Adjustment Date :  With respect to each adjustable-rate Mortgage Loan each adjustment date on which the Mortgage Rate thereon changes pursuant to the related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each such adjustable-rate Mortgage Loan is set forth in the Mortgage Loan Schedule.

Advance :  With respect to any Non-Designated Mortgage Loan, the payment required to be made by the related Servicer with respect to any Distribution Date pursuant to Section 4.01.  With respect to any Designated Mortgage Loan, other than a Fremont Serviced Mortgage Loan or an Accredited Serviced Mortgage Loan, the payment required to be made by (i) a Designated Servicer pursuant to the related Designated Servicing Agreement or (ii) the Master Servicer with respect to any Distribution Date pursuant to Section 3.23(a).  With respect to any Fremont Serviced Mortgage Loan or any Accredited Serviced Mortgage Loan, the payment required to be made by WFBNA, as Servicer, with respect to any Distribution Date pursuant to Section 3.23(a).

Advance Facility :  As defined in Section 3.22(a) herein.

Advance Facility Notice :  As defined in Section 3.22(b) herein.

Advance Facility Trustee :  As defined in Section 3.22(b) herein.

Advance Reimbursement Amounts :  As defined in Section 3.22(a) herein.

Advancing Person :  As defined in Section 3.22(a) herein.

Aggregate Collateral Balance :  As of any date of determination, will be equal to the Aggregate Loan Balance plus the amount, if any, then on deposit in the Prefunding Account; provided that the Aggregate Collateral Balance as of the Initial Cut-off Date will include the Prefunded Amount.

Aggregate Loan Balance :  As of any date of determination, will be equal to the aggregate of the Stated Principal Balances of the Mortgage Loans, except as otherwise provided herein, as of the last day of the related Collection Period.

Aggregate Loan Group Balance :  As to any Loan Group and as of any date of determination, will be equal to the aggregate of the Stated Principal Balances of the Mortgage Loans in that Loan Group, except as otherwise provided, as of the last day of the related Collection Period.

Aggregate Loan Group Collateral Balance :  As of any date of determination and Loan Group, will be equal to applicable Aggregate Loan Group Balance plus the amount, if any, then on deposit in the Prefunding Account, with respect to the related Loan Group; provided that the Aggregate Loan Group Collateral Balance as of the Initial Cut-off Date will include the Prefunded Amount.

Aggregate Subsequent Transfer Amount :  With respect to any Subsequent Transfer Date, the aggregate Stated Principal Balances as of the applicable Cut-off Date of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date, as listed on the revised Mortgage Loan Schedule delivered pursuant to Section 2.01(e); provided , however , that such amount shall not exceed the amount on deposit in the Prefunding Account.

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

Ancillary Income :  All income derived from the Mortgage Loans, other than Servicing Fees, including but not limited to, late charges, fees received with respect to checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees, optional insurance administrative fees and all other incidental fees and charges, including investment income on the applicable Collection Account and any interest due and actually received from the related Mortgagor that accrued during the portion of the Prepayment Period that is in the same calendar month as the Distribution Date with respect to such Mortgage Loan in connection with such Principal Prepayments in full.  Ancillary Income does not include any Prepayment Premiums.

Applicable Rate :  With respect to any Subsequent Transfer Date in December 2004, 1.32% per annum, with respect to any Subsequent Transfer Date in January 2005, 1.26% per annum and with respect to any Subsequent Transfer Date in February 2005, 1.20% per annum.

Applied Loss Amount :  As to any Distribution Date, an amount equal to the excess, if any of (i) the aggregate Class Principal Balance of the Certificates, after giving effect to all Realized Losses incurred with respect to Mortgage Loans during the Collection Period for such Distribution Date, payments of principal on such Distribution Date and any additions to the Class Principal Balance of the Certificates on such Distribution Date pursuant to Section 4.03(b) over (ii) the Aggregate Collateral Balance for such Distribution Date.

Appraised Value :  The amount set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.

Assignment and Assumption Agreement :  That certain assignment and assumption agreement dated as of November 1, 2004, by and between DLJMC, as assignor and the Depositor, as assignee, relating to the Mortgage Loans.

Assignment of Mortgage :  An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the transfer of the Mortgage.

Auction Purchaser :  As defined in Section 9.01.

Auction Date :  As defined in Section 9.01.

B-1 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the aggregate Class Principal Balances of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates and Class M-6 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 90.40% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts on deposit in the Prefunding Account as of the Closing Date).

B-2 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the aggregate Class Principal Balances of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates and Class B-1 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 92.80% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts on deposit in the Prefunding Account as of the Closing Date).

B-3 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the aggregate Class Principal Balances of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class B-1 Certificates and Class B-2 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class B-3 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 94.90% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts on deposit in the Prefunding Account as of the Closing Date).

B-4 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the aggregate Class Principal Balances of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class B-4 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 96.60% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts on deposit in the Prefunding Account as of the Closing Date).

Back-Up Servicer :  Wells Fargo Bank, N.A., acting in its capacity as back up servicer for the Ocwen Serviced Loans hereunder, or its successors in interest, as applicable.

Balloon Loan :  Any Mortgage Loan which, by its terms, does not fully amortize the principal balance thereof by its stated maturity and thus requires a payment at the stated maturity larger than the monthly payments due thereunder.

Bankruptcy Code :  The United States Bankruptcy Reform Act of 1978, as amended.

Basis Risk Reserve Fund :  The separate Eligible Account created and initially maintained by the Trustee pursuant to Section 4.06 in the name of the Trustee for the benefit of the Certificateholders and designated “U.S. Bank National Association in trust for registered holders of Credit Suisse First Boston Mortgage Securities Corp., Home Equity Asset Trust 2004-8, Home Equity Pass-Through Certificates, Series 2004-8.”  The Basis Risk Reserve Fund shall not be part of any REMIC.  Funds in the Basis Risk Reserve Fund shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Basis Risk Shortfall :  For any Class of LIBOR Certificates and any Distribution Date, the sum of (i) the excess, if any, of the related Current Interest calculated on the basis of the lesser of (x) the Certificate Index plus the applicable Certificate Margin and (y) the Maximum Interest Rate over the related Current Interest for the applicable Distribution Date; (ii) any Basis Risk Shortfall remaining unpaid from prior Distribution Dates; and (iii) interest accrued during the related Accrual Period on the amount in clause (ii) calculated at a per annum rate equal to the lesser of (x) the Certificate Index plus the applicable Certificate Margin and (y) the Maximum Interest Rate.

Benefit Plan Investor :  As defined in Section 5.02(b) hereof.

Book-Entry Certificates :  As specified in the Preliminary Statement.

Business Day :  Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the City of New York, New York, or the city in which the Corporate Trust Office of the Trustee is located, or savings and loan institutions in the States of Florida, Iowa, Maryland, Minnesota or New Jersey are authorized or obligated by law or executive order to be closed.

Capitalized Interest Account :  The separate Eligible Account designated as such and created and maintained by the Trustee pursuant to Section 3.06(h) hereof.  The Capitalized Interest Account shall be treated as an “outside reserve fund” under applicable Treasury regulations and shall not be part of any REMIC.  Except as provided in Section 3.06(h) hereof, any investment earnings on the Capitalized Interest Account shall be treated as owned by the Depositor and will be taxable to the Depositor.

Capitalized Interest Deposit :  $1,080,000.

Capitalized Interest Requirement :  With respect to the December 2004 Distribution Date, an amount equal to 26 days of interest accruing at a per annum rate equal to the sum of (a) the weighted average Pass-Through Rate of the Offered Certificates (other than the Class A-IO-1 Certificates) and (b) 1.32% on the Prefunded Amount outstanding at the end of the related Collection Period and the aggregate Stated Principal Balance of the Subsequent Mortgage Loans that do not have a first Due Date prior to December 1, 2004 transferred to the Trust during the related Collection Period.  With respect to the January 2005 Distribution Date, an amount equal to interest accruing during the related Accrual Period at a per annum rate equal to the sum of (a) the weighted average Pass-Through Rate of the Offered Certificates (other than the Class A-IO-1 Certificates) for such Distribution Date and (b) 1.26% on the sum of the Prefunded Amount at the end of the related Collection Period and the aggregate Stated Principal Balance of the Subsequent Mortgage Loans that do not have a first Due Date prior to January 1, 2005 transferred to the Trust during the related Collection Period.  With respect to the February 2005 Distribution Date, an amount equal to interest accruing during the related Accrual Period at a per annum rate equal to the sum of (a) the weighted average Pass-Through Rate of the Offered Certificates (other than the Class A-IO-1 Certificates) for such Distribution Date and (b) 1.20% on the sum of the Prefunded Amount at the end of the related Collection Period and the aggregate Stated Principal Balance of the Subsequent Mortgage Loans that do not have a first Due Date prior to February 1, 2005 transferred to the Trust during the related Collection Period.  If the Capitalized Interest Requirement is insufficient to enable the Pooling REMIC to pay the Pooling REMIC Regular Interests their stated pass-through rates, the Class X Certificates will contribute any amounts necessary to pay the Pooling REMIC Regular Interests their stated pass-through rates.  Any amounts contributed to the Subsidiary REMIC by the Class X Certificates will not be eligible to fund overcollateralization.

Carryforward Interest :  For any Class of Offered Certificates and the Class A-IO-2 Certificates and Distribution Date, the sum of (1) the amount, if any, by which (x) the sum of (A) Current Interest for such Class for the immediately preceding Distribution Date and (B) any unpaid Carryforward Interest from the immediately preceding Distribution Date exceeds (y) the amount paid in respect of interest on such Class on such immediately preceding Distribution Date, and (2) with respect to the Offered Certificates (other than the Class A-IO-1 Certificates), interest on such amount for the related Accrual Period at the applicable Pass-Through Rate for such Distribution Date.

Certificate :  Any one of the Certificates executed by the Trustee in substantially the forms attached hereto as exhibits.

Certificate Account :  The separate Eligible Account created and maintained with the Trustee, or any other bank or trust company acceptable to the Rating Agencies which is incorporated under the laws of the United States or any state thereof pursuant to Section 3.06, which account shall bear a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Trustee on behalf of the Certificateholders or any other account serving a similar function acceptable to the Rating Agencies.

Certificate Balance : With respect to any Certificate at any date, the maximum dollar amount of principal to which the Holder thereof is then entitled hereunder, such amount being equal to the Denomination thereof minus all distributions of principal previously made with respect thereto and, in the case of any Subordinate Certificates, reduced by any Applied Loss Amounts allocated to such Class on prior Distribution Dates pursuant to Section 4.03(a) plus the amount of any increase to the Certificate Balance of such Certificate pursuant to Section 4.03(b).  

Certificate Index :  With respect to each Distribution Date, the rate for one month United States dollar deposits quoted on Telerate Page 3750 as of 11:00 a.m., London time, on the related Interest Determination Date relating to each Class of LIBOR Certificates.  If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be reasonably selected by the Trustee after consultation with the Servicers), the rate will be the Reference Bank Rate. If no such quotations can be obtained and no Reference Bank Rate is available, the Certificate Index will be the Certificate Index applicable to the preceding Distribution Date.  On the Interest Determination Date immediately preceding each Distribution Date, the Trustee shall determine the Certificate Index for the Accrual Period commencing on such Distribution Date and inform the Servicers of such rate.

Certificate Margin :  As to each Class of LIBOR Certificates, the applicable amount set forth below:

______________________

(1)

Prior to and on the Optional Termination Date.

(2)

After the Optional Termination Date.

(3)

It is expected that the Class Principal Balance of the Class R and Class R-II Certificates will be reduced to zero prior to the Optional Termination Date.

Certificate Owner :  With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Book-Entry Certificate.

Certificate Register :  The register maintained pursuant to Section 5.02.

Certificateholder or Holder :  The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or any affiliate of the Depositor shall be deemed not to be Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect such consent has been obtained; provided , however , that if any such Person (including the Depositor) owns 100% of the Percentage Interests evidenced by a Class of Certificates, such Certificates shall be deemed to be Outstanding for purposes of any provision hereof that requires the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action hereunder. The Trustee is entitled to rely conclusively on a certification of the Depositor or any affiliate of the Depositor in determining which Certificates are registered in the name of an affiliate of the Depositor.

Class :  All Certificates bearing the same class designation as set forth in the Preliminary Statement.

Class A-3 Interest Rate Cap Account :  The separate Eligible Account created and initially maintained by the Trustee pursuant to Section 4.07 in the name of the Trustee for the benefit of the Certificateholders and designated “U.S. Bank National Association in trust for registered holders of Home Equity Asset Trust 2004-8, Home Equity Pass-Through Certificates, Series 2004-8.”  Funds in the Interest Rate Cap Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.  The Class A-3 Interest Rate Cap Account will not be an asset of any REMIC.

Class A-3 Interest Rate Cap Agreement :  The ISDA Master Agreement dated as of December 1, 2004, between the Interest Rate Cap Agreement Counterparty and the Trustee, on behalf of the Trust, and the confirmation of the same date, between the Interest Rate Cap Agreement Counterparty and the Trustee, on behalf of the Trust, which supplements, forms a part of, is subject to, and is governed by such ISDA Master Agreement (a form of which is attached hereto as Exhibit T).

Class A-IO-1 Net Funds Cap :  For any Distribution Date and the Class A-IO-1 Certificates, a per annum rate equal to the quotient of (aa) weighted average of (1)(A) the Group 1 Senior Net Funds Cap (without adjustment for the actual number of days in the Accrual Period) less (B) the rate obtained by multiplying (i) 12 and (ii) the percentage obtained by dividing the Current Interest due the Class A-1 and Class A-2 Certificates on that Distribution Date by the Class Principal Balance of the Class A-1 and Class A-2 Certificates immediately prior to that Distribution Date; and (2)(X) the Group 2 Senior Net Funds Cap (without adjustment for the actual number of days in the Accrual Period) less (Y) the rate obtained by multiplying (i) 12 and (ii) the percentage obtained by dividing the Current Interest due the Class A-3 and Class A-4 Certificates on that Distribution Date by the aggregate Class Principal Balance of the Class A-3 and Class A-4 Certificates immediately prior to that Distribution Date; weighted according to the respective Class Principal Balances of (I) the Class A-1 and Class A-2 Certificates and (II) the Class A-3 and Class A-4 Certificates, respectively and (bb) 27.50%.

Class A-IO-1 Notional Amount :  For any Distribution Date on or prior to the November 2006 Distribution Date, will equal 27.50% of the aggregate of the Class Principal Balances of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates immediately prior to that Distribution Date.  After the Distribution Date in November 2006, the Class A-IO-1 Notional Amount will equal zero.

Class A-IO-2 Notional Amount :  For any Distribution Date beginning with the February 2005 Distribution Date and ending with the November 2006 Distribution Date, will equal the lesser of (x) the Aggregate Collateral Balance as of the first day of the related Collection Period for such Distribution Date and (y) the specified notional amount for that Distribution Date (as set forth below).  On the December 2004 and January 2005 Distribution Dates and after the Distribution Date in November 2006, the Class A-IO-2 Notional Amount will equal zero.

Class Principal Balance :  With respect to any Class of Offered Certificates (other than the Class A-IO-1 Certificates) and as to any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of such date.

Class R Certificate :  A Certificate representing the residual interest in the Master REMIC, the Intermediate REMIC and the Subsidiary REMIC.

Class R-II Certificate :  A Certificate representing the residual interest in the Pooling REMIC.

Class X Distributable Amount :  With respect to any Distribution Date, the excess of (i) the sum of (a) the interest accrued during the related Accrual Period on the Class LT2-X notional amount at the Pass-Through Rate for the Class LT2-X Interest, as described in the Preliminary Statement, and (b) amounts so accrued in all prior Accrual Periods over (ii) the sum of (a) amounts distributed with respect to the Class X Certificate pursuant to Section 4.02(e)(xiv) on prior Distribution Dates (other than amounts distributed pursuant to Sections 4.06 or 4.07), and (b)any amounts deposited into the Basis Risk Reserve Fund on such Distribution Date or  any prior Distribution Date.

Closing Date :  December 1, 2004.

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

Collection Account :  The accounts established and maintained by a Servicer in accordance with Section 3.06.

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

Commission :  The Securities and Exchange Commission.

Compensating Interest Payment :  (i) For any Distribution Date and the Non-Designated Mortgage Loans serviced by a Servicer, the lesser of (x) the aggregate Servicing Fee payable to that Servicer on such Distribution Date and (y) the aggregate Prepayment Interest Shortfall allocable to Payoffs for the Non-Designated Mortgage Loans serviced by such Servicer for that Distribution Date.  For purposes of this definition only, the Servicing Fee Rate shall equal 0.50%.

(ii) For any Distribution Date and the Designated Mortgage Loans (other than the Fremont Serviced Mortgage Loans or the Accredited Serviced Mortgage Loans) serviced by a particular Designated Servicer, the aggregate Prepayment Interest Shortfall allocable to Payoffs for such Designated Mortgage Loans for that Distribution Date, less the amount of any Compensating Interest (as defined in the related Designated Servicing Agreement) actually remitted by the related Designated Servicer for such Distribution Date.

(iii) For any Distribution Date and the Fremont Serviced Mortgage Loans or the Accredited Serviced Mortgage Loans master serviced by the Master Servicer, the lesser of (i) 0.50% per annum of the aggregate principal balance of the Fremont Serviced Mortgage Loans or the Accredited Serviced Mortgage Loans, as applicable, as of the first day of the related Collection Period and (ii) the aggregate Prepayment Interest Shortfall allocable to Payoffs for the Fremont Serviced Mortgage Loans or the Accredited Serviced Mortgage Loans for that Distribution Date.

Corporate Trust Office :  The designated office of the Trustee in the State of Minnesota at which at any particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located at 60 Livingston Avenue, St. Paul, MN 55107, Attn:  Corporate Trust Structured Finance, Ref: Home Equity Asset Trust 2004-8.

Corresponding Class :  With respect to any Lower Tier Interest in the Subsidiary REMIC, the Lower Tier Interest in the Intermediary REMIC identified as the Corresponding Class in the table for the Subsidiary REMIC in the Preliminary Statement.  With respect to any Lower Tier Interest in the Intermediary REMIC, the Class of Certificates identified as the Corresponding Class in the table for the Intermediary REMIC in the Preliminary Statement.

Credit Risk Manager :  The Murrayhill Company, a Colorado corporation, and any successor.

Credit Risk Management Agreements :  The respective agreements between each Servicer or the Master Servicer and the Credit Risk Manager dated as of December 1, 2004.

Credit Risk Manager Fee :  The fee payable to the Credit Risk Manager on each Distribution Date for its services as Credit Risk Manager, in an amount equal to one-twelfth of the Credit Risk Manager Fee Rate multiplied by the Stated Principal Balance of the Mortgage Loans immediately prior to such Distribution Date.

Credit Risk Manager Fee Rate :  0.0165% per annum.

Current Interest :  For any interest bearing Class of Offered Certificates and the Class A-IO-2 Certificates and Distribution Date, the amount of interest accruing at the applicable Pass-Through Rate on the related Class Principal Balance, Class A-IO-1 Notional Amount or Class A-IO-2 Notional Amount, as applicable, of such Class during the related Accrual Period; provided , that if and to the extent that on any Distribution Date the Interest Remittance Amount is less than the aggregate distributions required pursuant to Section 4.02(a) without regard to this proviso as a result of Interest Shortfalls, then the Current Interest on each Class will be reduced, on a pro rata basis in proportion to the amount of Current Interest for each Class without regard to this proviso, by such Interest Shortfalls for such Distribution Date.

Curtailment :  Any payment of principal on a Mortgage Loan, made by or on behalf of the related Mortgagor, other than a Scheduled Payment, a prepaid Scheduled Payment or a Payoff, which is applied to reduce the outstanding Stated Principal Balance of the Mortgage Loan.

Custodian :  LaSalle Bank National Association, as custodian, or its successor in interest.

Custodial Agreement :  The Custodial Agreement dated as of the date hereof between LaSalle Bank National Association, as custodian, and the Trustee.

Cut-off Date :  For any Initial Mortgage Loan, the Initial Cut-off Date.  For any Subsequent Mortgage Loan, the applicable Subsequent Cut-off Date.

Cut-off Date Principal Balance :  As to any Mortgage Loan, the Stated Principal Balance thereof as of the close of business on the Cut-off Date.

Defective Mortgage Loan :  Any Mortgage Loan which is required to be repurchased pursuant to Section 2.02 or 2.03.

Deferred Amount :  For any Class of Subordinate Certificates (other than the Class X Certificates) and Distribution Date, will equal the amount by which (x) the aggregate of the Applied Loss Amounts previously applied in reduction of the Class Principal Balance thereof exceeds (y) the sum of (i) the aggregate of amounts previously paid in reimbursement thereof and (ii) any additions to the Class Principal Balance pursuant to Section 4.03(b) on such Distribution Date or any previous Distribution Date.  Any payment of Deferred Amount pursuant to Section 4.02(e) shall not result in a reduction to the Class Principal Balance of the Class of Certificate to which it is distributed.

Definitive Certificates :  Any Certificate evidenced by a Physical Certificate and any Certificate issued in lieu of a Book-Entry Certificate pursuant to Section 5.02(e).

Deleted Mortgage Loan :  As defined in Section 2.03(d) herein.

Delinquency Rate :  For any month will be, generally, the fraction, expressed as a percentage, the numerator of which is the aggregate outstanding principal balance of all Mortgage Loans 60 or more days delinquent (including all foreclosures, bankruptcies and REO Properties) as of the close of business on the last day of such month, and the denominator of which is the Aggregate Collateral Balance as of the close of business on the last day of such month.

Denomination :  With respect to each Certificate, the amount set forth on the face thereof as the “Initial Certificate Balance of this Certificate” or the “Initial Notional Amount of this Certificate” or, if neither of the foregoing, the Percentage Interest appearing on the face thereof.

Depositor : Credit Suisse First Boston Mortgage Securities Corp., a Delaware corporation, or its successor in interest.  

Depository :  The initial Depository shall be The Depository Trust Company, the nominee of which is Cede & Co., as the registered Holder of the Book-Entry Certificates.  The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.

Depository Participant :  A broker, dealer, bank or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Designated Mortgage Loans :  Each of the Mortgage Loans master serviced by the Master Servicer and listed on the Designated Mortgage Loan Schedule.  A Mortgage Loan will cease to be a Designated Mortgage Loan after its WFBNA Servicing Transfer Date.

Designated Mortgage Loan Schedule :  The list of Mortgage Loans attached hereto as Schedule IV.

Designated Servicer :  With respect to each Designated Mortgage Loan, the primary servicer therefor pursuant to the related Designated Servicing Agreement.

Designated Servicing Agreements :  Each of the servicing agreements, attached hereto as Schedule V, under which the Designated Mortgage Loans are serviced.

Determination Date :  As to any Distribution Date and any Mortgage Loan, the Business Day immediately preceding the 18th day of each month.

Distribution Date :  The 25th day of each month or if such day is not a Business Day, the first Business Day thereafter, in each case commencing in December 2004.

Disqualified Organization :  A “disqualified organization” under Section 860E of the Code, which as of the Closing Date is any of:  (i) the United States, any State or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (ii) any organization (other than a cooperative described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code unless such organization is subject to the tax imposed by Section 511 of the Code, (iii) any organization described in Section 1381(a)(2)(C) of the Code, (iv) an “electing large partnership” within the meaning of Section 775 of the Code or (v) any other Person so designated by the Trustee based upon an Opinion of Counsel provided by nationally recognized counsel to the Trustee that the holding of an ownership interest in a Class R or Class R-II Certificate by such Person may cause the Trust Fund or any Person having an ownership interest in any Class of Certificates (other than such Person) to incur liability for any federal tax imposed under the Code that would not otherwise be imposed but for the transfer of an ownership interest in the Class R or Class R-II Certificate to such Person. A corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof, if all of its activities are subject to tax and, a majority of its board of directors is not selected by a governmental unit. The term “United States”, “State” and “international organizations” shall have the meanings set forth in Section 7701 of the Code.

DLJMC :  DLJ Mortgage Capital, Inc., a Delaware corporation, and its successors and assigns.

Due Date :  With respect to each Mortgage Loan and any Distribution Date, the date on which Scheduled Payments on such Mortgage Loan are due, which is either the first day of the month of such Distribution Date, or if Scheduled Payments on such Mortgage Loan are due on a day other than the first day of the month, the day in such calendar month on which such Scheduled Payments are due, exclusive of any days of grace.

Eligible Account :  Either (i) an account or accounts maintained with a federal or state chartered depository institution or trust company acceptable to the Rating Agencies or (ii) an account or accounts the deposits in which are insured by the FDIC to the limits established by such corporation, provided that any such deposits not so insured shall be maintained in an account at a depository institution or trust company whose commercial paper or other short term debt obligations (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short term debt obligations of such holding company) have been rated by each Rating Agency in its highest short-term rating category, or (iii) a segregated trust account or accounts (which shall be a “special deposit account”) maintained with the Trustee or any other federal or state chartered depository institution or trust company, acting in its fiduciary capacity.  Eligible Accounts may bear interest.

Eligible Investments :  Any one or more of the obligations and securities listed below:

(i)

direct obligations of, and obligations fully guaranteed by, the United States of America, or any agency or instrumentality of the United States of America the obligations of which are backed by the full faith and credit of the United States of America; or obligations fully guaranteed by, the United States of America; the FHLMC, FNMA, the Federal Home Loan Banks or any agency or instrumentality of the United States of America rated Aa3 or higher by Moody’s and AA- or higher by S&P;

(ii)

federal funds, demand and time deposits in, certificates of deposits of, or bankers’ acceptances issued by, any depository institution or trust company incorporated or organized under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state banking authorities, so long as at the time of such investment or contractual commitment providing for such investment the commercial paper or other short-term debt obligations of such depository institution or trust company (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the commercial paper or other short-term debt obligations of such holding company) are rated in the highest ratings by each Rating Agency, and the long-term debt obligations of such depository institution or trust company (or, in the case of a depository institution or trust company which is the principal subsidiary of a holding company, the long-term debt obligations of such holding company) are rated in one of two of the highest ratings, by each Rating Agency;

(iii)

repurchase obligations with a term not to exceed 30 days with respect to any security described in clause (i) above and entered into with a depository institution or trust company (acting as a principal) the short-term debt obligations of which are rated A-1 or higher by S&P and rated A-2 or higher by Moody’s; provided , however , that collateral transferred pursuant to such repurchase obligation must be of the type described in clause (i) above and must (A) be valued daily at current market price plus accrued interest, (B) pursuant to such valuation, be equal, at all times, to 105% of the cash transferred by the Trustee in exchange for such collateral, and (C) be delivered to the Trustee or, if the Trustee is supplying the collateral, an agent for the Trustee, in such a manner as to accomplish perfection of a security interest in the collateral by possession of certificated securities;

(iv)

securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof which has a long-term unsecured debt rating in the highest available rating category of Moody’s, and a short-term unsecured debt rating of A-1 or higher by S&P, at the time of such investment;

(v)

commercial paper having an original maturity of less than 365 days and issued by an institution having a short-term unsecured debt rating in the highest available rating category by each Rating Agency, at the time of such investment;

(vi)

a guaranteed investment contract approved by each of the Rating Agencies and issued by an insurance company or other corporation having a long-term unsecured debt rating in the highest available rating category of Moody’s, and a short-term unsecured debt rating of A-1 or higher by S&P, at the time of such investment; and

(vii)

money market funds having ratings in the highest available rating category of Moody’s and either “AAAm” or “AAAm-G” of S&P at the time of such investment (any such money market funds which provide for demand withdrawals being conclusively deemed to satisfy any maturity requirements for Eligible Investments set forth herein) including money market funds of the applicable Servicer, the Master Servicer or the Trustee and any such funds that are managed by the applicable Servicer, the Master Servicer or the Trustee or their respective Affiliates or for the applicable Servicer, the Master Servicer or the Trustee or any Affiliate of either acts as advisor, as long as such money market funds satisfy the criteria of this subparagraph (vii);

provided , however , that no such instrument shall be an Eligible Investment if such instrument evidences either (i) a right to receive only interest payments with respect to the obligations underlying such instrument, or (ii) both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity of greater than 120% of the yield to maturity at par of such underlying obligations.

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

ERISA-Qualifying Underwriting :  With respect to any ERISA-Restricted Certificate, a best efforts or firm commitment underwriting or private placement that meets the requirements of the Underwriters’ Exemption.

ERISA-Restricted Certificate :  As specified in the Preliminary Statement.

Errors and Omissions Insurance Policy :  An errors and omissions insurance policy to be maintained by each Servicer pursuant to Section 3.19.

Escrow Account :  The separate account or accounts created and maintained by the Servicer pursuant to Section 3.07.

Escrow Payments :  With respect to any Mortgage Loan, the amounts constituting ground rents, taxes, mortgage insurance premiums, fire and hazard insurance premiums, and any other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to the Mortgage, applicable law or any other related document.

Event of Default :  As defined in Section 7.01 herein.

Excess Servicing Fee :  As to each Ocwen Serviced Loan and each WFBNA Serviced Loan and any Distribution Date, an amount equal to one month’s interest at the Excess Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the month of such Distribution Date (prior to giving effect to any Scheduled Payments due on such Mortgage Loan on such Due Date).

Excess Servicing Fee Rate :  With respect to any WFBNA Serviced Loan, the excess, if any, of 0.50% over the “WFBNA Servicing Fee Rate” as defined in the WFBNA Letter Agreement.  With respect to any Ocwen Serviced Loan, the excess, if any, of 0.50% over the “Ocwen Servicing Fee Rate” as defined in the Ocwen Letter Agreement.

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

Expense Fee :  As to each Mortgage Loan, the sum of the related Servicing Fee, the related Excess Servicing Fee, the Trustee Fee, the Credit Risk Manager Fee and any lender paid Primary Insurance Policy premium, if applicable.

Expense Fee Rate :  As to each Mortgage Loan and any date of determination, the sum of the related Servicing Fee Rate, the related Excess Servicing Fee Rate, the Trustee Fee Rate, the Credit Risk Manager Fee Rate and the rate at which any lender paid Primary Insurance Policy premium is calculated, if applicable.

Fair Credit Reporting Act :  15 U.S.C. §§1681 et seq.

Fair Market Value :  As defined in Section 9.01 hereof.

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

FHLMC :  The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

Fidelity Bond :  A fidelity bond to be maintained by each Servicer pursuant to Section 3.19.

Final Recovery Determination :  With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Seller, the Depositor or any Servicer pursuant to or as contemplated by Section 3.12(f) or Section 9.01), a determination made by the related Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which such Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered.  Each Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.

Final Scheduled Distribution Date :  The Distribution Date in March 2035.

FIRREA :  The Financial Institutions Reform, Recovery and Enforcement Act of 1989.

Fitch :  Fitch Ratings, or any successor thereto.  For purposes of Section 10.05(b) the address for notices to Fitch shall be Fitch Ratings, 1 State Street Plaza, New York, New York 10004, Attention:  Home Equity Asset Trust 2004-8, or such other address as Fitch may hereafter furnish to the Depositor, the Servicers, the Back-Up Servicer and the Trustee.

FNMA :  The Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

FNMA Guides :  The FNMA Sellers’ Guide and the FNMA Servicers’ Guide and all amendments or additions thereto.

Fremont Serviced Mortgage Loans :  Each of the Designated Mortgage Loans serviced by Fremont Investment & Loan and identified as a Fremont Serviced Mortgage Loan.

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

Group 1 Allocation Amount :  For any Distribution Date, the product of the Senior Principal Payment Amount for that Distribution Date and a fraction the numerator of which is the Principal Remittance Amount derived for Loan Group 1 and the denominator of which is the Principal Remittance Amount, in each case for that Distribution Date.  For purposes of this definition, the Principal Remittance Amount will be calculated net of subclause (6) in the definition thereof.

Group 1 Excess Interest Amount :  For any Distribution Date, the product of the amount of Monthly Excess Interest required to be distributed on that Distribution Date pursuant to Section 4.02(e)(i)(A) and a fraction the numerator of which is the Principal Remittance Amount derived from Loan Group 1 and the denominator of which is the Principal Remittance Amount, in each case for that Distribution Date.

Group 1 Senior Net Funds Cap :  For any Distribution Date and the Class A-1 and Class A-2 Certificates, will be a per annum rate equal to (a) a fraction, expressed as a percentage, the numerator of which is the product of (1) the Optimal Interest Remittance Amount for Loan Group 1 and such date and (2) 12, and the denominator of which is the Aggregate Loan Group Collateral Balance of Loan Group 1 for the immediately preceding Distribution Date, multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the immediately preceding Accrual Period.

Group 2 Allocation Amount:  For any Distribution Date, the product of the Senior Principal Payment Amount for that Distribution Date and a fraction the numerator of which is the Principal Remittance Amount derived from Loan Group 2 and the denominator of which is the Principal Remittance Amount, in each case for that Distribution Date.  For purposes of this definition, the Principal Remittance Amount will be calculated net of subclause (6) of the definition thereof.

Group 2 Senior Net Funds Cap :  For any Distribution Date and the Class A-3 and Class A-4 Certificates will be a per annum rate equal to (a) a fraction, expressed as a percentage, the numerator of which is the product of (1) the Optimal Interest Remittance Amount for Loan Group 2 and such date and (2) 12, and the denominator of which is the Aggregate Loan Group Collateral Balance of Loan Group 2 for the immediately preceding Distribution Date, multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the immediately preceding Accrual Period.

Index :  With respect to each adjustable-rate Mortgage Loan and with respect to each related Adjustment Date, the index as specified in the related Mortgage Note.

Indirect Participant :  A broker, dealer, bank or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant.

Initial Cut-off Date :  November 1, 2004.

Initial Mortgage Loan :  A Mortgage Loan conveyed to the Trust Fund on the Closing Date pursuant to this Agreement as identified on the Mortgage Loan Schedule delivered to the Trustee on the Closing Date.

Insolvency Proceeding :  As defined in Section 4.08(k).

Insurance Policy :  With respect to any Mortgage Loan included in the Trust Fund, any Primary Insurance Policy, any standard hazard insurance policy, flood insurance policy or title insurance policy, including all riders and endorsements thereto in effect, including any replacement policy or policies for any Insurance Policies.

Insurance Proceeds :  Proceeds of any Primary Insurance Policies and any other Insurance Policies with respect to the Mortgage Loans, to the extent such proceeds are not applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the related Servicer’s (with respect to the Non-Designated Mortgage Loans) or the related Designated Servicers’ (with respect to the Designated Mortgage Loans) normal servicing procedures.

Interest Determination Date :  With respect to the LIBOR Certificates and for each Accrual Period, the second LIBOR Business Day preceding the commencement of such Accrual Period.

Interest Only Mortgage Loans :  Any Mortgage Loan which does not provide for any payments of principal prior to either (i) its first Adjustment Date or (ii) two, three or five years after origination.

Interest Rate Cap Account :  The separate Eligible Account created and initially maintained by the Trustee pursuant to Section 4.08 in the name of the Trustee for the benefit of the Certificateholders and designated “U.S. Bank National Association in trust for registered holders of Home Equity Asset Trust 2004-8, Home Equity Pass-Through Certificates, Series 2004-8.”  Funds in the Interest Rate Cap Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.  The Interest Rate Cap Account will not be an asset of any REMIC.  

Interest Rate Cap Accounts :  The Class A-3 Interest Rate Cap Account and the Interest Rate Cap Account.  Ownership of the Interest Rate Cap Accounts is evidenced by the Class X Certificates.

Interest Rate Cap Agreement :  The confirmation dated November 1, 2004, evidencing a transaction between the Interest Rate Cap Agreement Counterparty and the Trustee (as governed by and subject to the terms and conditions which would be applicable if the parties had executed and delivered an ISDA Master Agreement with the attached schedule thereto), a form of which is attached hereto as Exhibit T.

Interest Rate Cap Agreements :  The Interest Rate Cap Agreement and the Class A-3 Interest Rate Cap Agreement

Interest Rate Cap Agreement Counterparty :  With respect to both the Interest Rate Cap Agreement and the Class A-3 Interest Rate Cap Agreement, Credit Suisse First Boston International.

Interest Rate Cap Agreement Termination Date :  With respect to the Interest Rate Cap Agreement, the Distribution Date in November 2006, after any required payment is made.  With respect to the Class A-3 Interest Rate Cap Agreement, the Distribution Date in February 2007, after any required payment is made.

Interest Remittance Amount :  For any Distribution Date and Loan Group, an amount equal to the sum of (1) all interest collected (other than related Payaheads, if applicable) or advanced in respect of Scheduled Payments on the Mortgage Loans in such Loan Group during the related Collection Period, the interest portion of Payaheads previously received and intended for application in the related Collection Period and the interest portion of all Payoffs and Curtailments received on the Mortgage Loans in such Loan Group during the related Prepayment Period (other than interest on Principal Prepayments that occur during the portion of the Prepayment Period that is in the same calendar month as the related Distribution Date), less (x) the Servicing Fees (other than any Excess Servicing Fee) and any lender paid Primary Insurance Policy premiums with respect to such Mortgage Loans and (y) unreimbursed Advances and other amounts due to a Servicer, the Back-Up Servicer, the Master Servicer or the Trustee with respect to such Mortgage Loans, to the extent allocable to interest, (2) all Compensating Interest Payments paid by a Servicer or the Master Servicer with respect to the related Mortgage Loans with respect to such Distribution Date and any compensating interest payments received from any Designated Servicer with respect to that Distribution Date, (3) the portion of any Substitution Adjustment Amount and Repurchase Price paid with respect to such Mortgage Loans during the calendar month immediately preceding the Distribution Date, in each case allocable to interest and the proceeds of any purchase of the Mortgage Loans by the Terminating Entity pursuant to Section 9.01 in an amount not exceeding the interest portion of the Par Value, (4) all Net Liquidation Proceeds, and any Insurance Proceeds and other recoveries (net of unreimbursed Advances, Servicing Advances and expenses, to the extent allocable to interest, and unpaid Servicing Fees) collected with respect to such Mortgage Loans during the prior calendar month, to the extent allocable to interest, (5) any amounts withdrawn from the Capitalized Interest Amount to pay interest on the related Certificates with respect to such Distribution Date and (6) the aggregate Excess Servicing Fee to be distributed to the Class A-IO-S Certificates.

Interest Shortfall :  For any Distribution Date, an amount equal to the aggregate shortfall, if any, in collections of interest (adjusted to the related Net Mortgage Rate) on Mortgage Loans resulting from (a) Prepayment Interest Shortfalls to the extent not covered by a Compensating Interest Payment and (b) interest payments on certain of the Mortgage Loans being limited pursuant to the provisions of the Relief Act.

Intermediate REMIC :  As specified in the Preliminary Statement.

ISDA :  International Swaps and Derivatives Association, Inc.

ISDA Master Agreement :  An ISDA Master Agreement (Multicurrency-Cross Border) in the form published by ISDA in 1992 including the schedule thereto.

LIBOR Business Day :  Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the States of New York or Minnesota or in the city of London, England are required or authorized by law to be closed.

LIBOR Certificates :  As defined in the Preliminary Statement.

Liquidation Mortgage Loan :  With respect to any Distribution Date, a defaulted Mortgage Loan (including any REO Property) which was liquidated (or in the case of a second lien Mortgage Loan, charged-off by the related Servicer in accordance with Accepted Servicing Practices, with respect to the Non-Designated Mortgage Loans, or by the related Designated Servicer with respect to the Designated Mortgage Loans) in the calendar month preceding the month of such Distribution Date and as to which the related Servicer or Designated Servicer, as applicable, has determined (in accordance with this Agreement or the Designated Servicing Agreement, as applicable) that it has received all amounts it expects to receive in connection with the liquidation of such Mortgage Loan, including the final disposition of the related REO Property (exclusive of any possibility of a deficiency judgment).

Liquidation Proceeds :  Amounts, including Insurance Proceeds, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale or similar dispositions or amounts received in connection with any condemnation or partial release of a Mortgaged Property and any other proceeds received in connection with an REO Property, other than Recoveries.

Loan Group :  Any of Loan Group 1 or Loan Group 2, as applicable.

Loan Group 1 :  All Mortgage Loans identified as Loan Group 1 Mortgage Loans on the Mortgage Loan Schedule.

Loan Group 2 :  All Mortgage Loans identified as Loan Group 2 Mortgage Loans on the Mortgage Loan Schedule.

Loan-to-Value Ratio :  With respect to any first-lien Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage) the numerator of which is the principal balance of the related Mortgage Loan at such date of determination, and the denominator of which is (a) in the case of a purchase, the lesser of the selling price of the related Mortgaged Property and the Appraised Value of the related Mortgaged Property, or (b) in the case of a refinance, the amount set forth in an appraisal made in connection with the refinancing of the related Mortgaged Loan as the value of the related Mortgaged Property.  With respect to any second-lien Mortgage Loan and as to any date of determination, the fraction (expressed as a percentage) the numerator of which is the sum of (x) the principal balance of the related Mortgage Loan at the date of its origination and (y) the outstanding principal balance of the senior mortgage loan at the date of origination of such senior mortgage loan and the denominator of which is (a) in the case of a purchase, the lesser of the selling price of the related Mortgaged Property and the Appraised Value of the related Mortgaged Property, or (b) in the case of a refinance, the amount set forth in an appraisal made in connection with the refinancing of the related Mortgaged Loan as the value of the related Mortgaged Property.

Lost Mortgage Note :  Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced.

Lower Tier Interest :  An interest in any of the Pooling REMIC, the Subsidiary REMIC or the Intermediate REMIC, as described in the Preliminary Statement, those interests having an LTP designation being interests in the Pooling REMIC, those interests having an LT1 designation being interests in the Subsidiary REMIC and those interests having an LT2 designation being interests in the Intermediate REMIC.

M-1 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balance of the Senior Certificates after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 68.00% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts on deposit in the Prefunding Account as of the Closing Date).

M-2 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the Class Principal Balance of the Class M-1 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 74.40% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts on deposit in the Prefunding Account as of the Closing Date).

M-3 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the Class Principal Balance of the Class M-1 Certificates and Class M-2 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 78.30% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

M-4 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the Class Principal Balance of the Class M-1 Certificates, Class M-2 Certificates and Class M-3 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 81.70% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

M-5 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the Class Principal Balance of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates and Class M-4 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 84.80% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

M-6 Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Balances of the Senior Certificates and the Class Principal Balance of the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates and Class M-5 Certificates, in each case, after giving effect to payments on such Distribution Date and (ii) the Class Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 87.80% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

Majority in Interest :  As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.

Master REMIC :  As specified in the Preliminary Statement.

Master Servicer :  Wells Fargo Bank, N.A. or its successors in interest, if applicable.

Master Servicer Employees :  As defined in Section 3.19 herein.

Maximum Interest Rate :  For the Class A-1, Class A-2, Class A-3, Class A-4, Class R and Class R-II Certificates and any Distribution Date, an annual rate equal to (a) the weighted average of (i) the weighted average Maximum Mortgage Rates minus the weighted average Expense Fee Rate of the adjustable-rate mortgage loans in the related Loan Group and (ii) the weighted average Net Mortgage Rates of the fixed-rate mortgage loans in the related Loan Group, multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the immediately preceding Accrual Period.  For the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates and any Distribution Date, an annual rate equal to (a) the weighted average of (x) the weighted average Maximum Mortgage Rates minus the weighted average Expense Fee Rate of the adjustable-rate Mortgage Loans in both Loan Groups and the (y) weighted average Net Mortgage Rates of the fixed-rate Mortgage Loans in both Loan Groups, multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the immediately preceding Accrual Period.  All weighted averages calculated hereunder shall be based on Stated Principal Balance of the applicable Mortgage Loans as of the first day of the related Collection Period.

Maximum Mortgage Rate :  With respect to each Mortgage Loan having an adjustable-rate Mortgage Rate, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.

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

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

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

MIN :  The mortgage identification number for any MERS Mortgage Loan.

Minimum Mortgage Rate :  With respect to each Mortgage Loan having an adjustable-rate Mortgage Rate, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.

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

Monthly Excess Cashflow :  For any Distribution Date, an amount equal to the sum of the Monthly Excess Interest and Overcollateralization Release Amount, if any, for such date.

Monthly Excess Interest :  As to any Distribution Date, the Interest Remittance Amount remaining after the application of payments pursuant to clauses (i) through (xvi) of Section 4.02(a) and the Principal Payment Amount remaining after the application of payments pursuant to clauses (i) through (xi) of Section 4.02(c) or 4.02(d), as applicable.

Monthly Statement :  The statement delivered to the Certificateholders pursuant to Section 4.04.

Moody’s :  Moody’s Investors Service, Inc., or any successor thereto. For purposes of Section 10.05(b) the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:  Residential Pass-Through Monitoring, or such other address as Moody’s may hereafter furnish to the Depositor, the Servicers, the Back-Up Servicer, the Master Servicer and the Trustee.

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

Mortgage File :  The Mortgage documents listed in Section 2.01(b) hereof pertaining to a particular Mortgage Loan and any additional documents delivered to the Trustee or the Custodian to be added to the Mortgage File pursuant to this Agreement.

Mortgage Loans :  Such of the mortgage loans transferred and assigned to the Trustee pursuant to the provisions hereof as from time to time are held as a part of the Trust Fund (including any REO Property), the mortgage loans so held being identified in the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.  Such mortgage loans include conventional, adjustable-rate and fixed-rate, fully amortizing and balloon, first and second lien residential mortgage loans, all of which have original terms to stated maturity of up to 30 years.

Mortgage Loan Purchase Price :  The price, calculated as set forth in Section 9.01, to be paid in connection with the purchase of the Mortgage Loans by the Auction Purchaser.

Mortgage Loan Schedule :  The list of Mortgage Loans (as from time to time amended by the Seller to reflect the addition of Qualified Substitute Mortgage Loans and the purchase of Mortgage Loans pursuant to Section 2.02 or 2.03) transferred to the Trustee as part of the Trust Fund and from time to time subject to this Agreement, attached hereto as Schedule I, setting forth the following information with respect to each Mortgage Loan by Loan Group:

(i)

the Mortgage Loan identifying number;

(ii)

the Mortgagor’s name;

(iii)

the street address of the Mortgaged Property including the state and zip code;

(iv)

a code indicating the type of Mortgaged Property and the occupancy status;

(v)

a code indicating the Servicer or the Designated Servicer of the Mortgage Loan, as applicable;

(vi)

the original months to maturity;

(vii)

a code indicating the Loan-to-Value Ratio at origination;

(viii)

the Mortgage Rate as of the Cut-off Date;

(ix)

the stated maturity date;

(x)

the amount of the Scheduled Payment as of the Cut-off Date;

(xi)

the original principal amount of the Mortgage Loan;

(xii)

the principal balance of the Mortgage Loan as of the close of business on the Cut-off Date, after deduction of payments of principal due on or before the Cut-off Date whether or not collected;

(xiii)

the purpose of the Mortgage Loan (i.e., purchase, rate and term refinance, equity take-out refinance);

(xiv)

a code indicating whether a Prepayment Premium is required to be paid in connection with a prepayment of the Mortgage Loan and the term and the amount of the Prepayment Premium;

(xv)

an indication whether the Mortgage Loan accrues interest at an adjustable Mortgage Rate or a fixed Mortgage Rate;

(xvi)

the Index that is associated with such Mortgage Loan, if applicable;

(xvii)

the Gross Margin, if applicable;

(xviii)

the Periodic Rate Cap, if applicable;

(xix)

the Minimum Mortgage Rate, if applicable;

(xx)

the Maximum Mortgage Rate, if applicable;

(xxi)

the first Adjustment Date after the Cut-off Date, if applicable;

(xxii)

a code indicating whether the Mortgage Loan is covered under a borrower paid or lender paid Primary Insurance Policy (and, if so, the name of the insurance carrier) and the rate at which any lender paid Primary Insurance Policy premium is calculated, if applicable; and

(xxiii)

a code indicating whether the Mortgage Loan is a MERS Mortgage Loan and, if so, its corresponding MIN.

With respect to the Mortgage Loans in the aggregate, each Mortgage Loan Schedule shall set forth the following information, as of the Cut-off Date:

(xxiv)

the number of Mortgage Loans;

(xxv)

the current aggregate principal balance of the Mortgage Loans as of the close of business on the Cut-off Date, after deduction of payments of principal due on or before the Cut-off Date whether or not collected; and

(xxvi)

the weighted average Mortgage Rate of the Mortgage Loans.

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

Mortgage Pool :  All of the Mortgage Loans.

Mortgage Rate :  The annual rate of interest borne by a Mortgage Note.

Mortgaged Property :  The underlying real property securing a Mortgage Loan.

Mortgagor :  The obligor(s) on a Mortgage Note.

Net Excess Spread :  With respect to any Distribution Date, a fraction, expressed as a percentage, the numerator of which is equal to the excess of (i) the aggregate Stated Principal Balance for such Distribution Date of the Mortgage Loans, multiplied by the product of (a) the Net WAC Rate and (b) the actual number of days elapsed in the related Accrual Period divided by 360, over (ii) the aggregate Current Interest for such Distribution Date, and the denominator of which is an amount equal to the Aggregate Collateral Balance for such Distribution Date of the Mortgage Loans, multiplied by the actual number of days elapsed in the related Accrual Period divided by 360.

Net Funds Cap :  Any of the Group 1 Senior Net Funds Cap, the Group 2 Senior Net Funds Cap, the Class A-IO-1 Net Funds Cap or the Subordinate Net Funds Cap, as applicable.

Net Liquidation Proceeds :  Liquidation Proceeds, net of (1) unreimbursed, reasonable out-of-pocket expenses and (2) unreimbursed Servicing Fees, Servicing Advances and Advances.

Net Mortgage Rate :  As to each Mortgage Loan, and at any time, the per annum rate equal to the Mortgage Rate less the related Expense Fee Rate.

Net WAC Rate :  As to any Distribution Date, a rate equal to the weighted average of the Net Mortgage Rates on the Mortgage Loans for the related Collection Period, weighted on the basis of the Stated Principal Balances as of the first day of the related Collection Period.

NIM Note :  Any debt instrument secured by distributions on any of the Certificates issued by the Trust.

Non-Designated Mortgage Loans :  The Mortgage Loans that are not Designated Mortgage Loans.

Nonrecoverable Advance :  With respect to any Mortgage Loan, any portion of an Advance or a Servicing Advance previously made or proposed to be made by the related Servicer (with respect to the Non-Designated Mortgage Loans) or the Master Servicer or the applicable Designated Servicer, as applicable, (with respect to the Designated Mortgage Loans) that, in the good faith judgment of such Servicer, the Master Servicer or the applicable Designated Servicer, as applicable, will not be ultimately recoverable by such Servicer, the Master Servicer or the applicable Designated Servicer, as applicable, from the related Mortgagor, related Liquidation Proceeds or otherwise from proceeds or collections on the related Mortgage Loan.

Notional Amount Certificates :  As specified in the Preliminary Statement.

Ocwen :  Ocwen Federal Bank FSB, a federally chartered savings bank, and its successors and assignees.

Ocwen Letter Agreement :  The securitization servicing side letter agreement, dated as of December 1, 2004, between the Seller and Ocwen, as amended, supplemented or superceded from time to time.

Ocwen Serviced Loans :  The Mortgage Loans identified as such on the Mortgage Loan Schedule.

Ocwen Termination Test :  With respect to the Ocwen Serviced Loans and each Determination Date, the Ocwen Termination Test will be failed if (A) the cumulative Realized Losses as a percentage of the original Aggregate Loan Balance on the Closing Date as of such Determination Date is greater than the percentage set forth in the following table:

* The percentages set forth above are the percentages applicable for the first Distribution Date in the corresponding range of Distribution Dates.  The percentage for each succeeding Distribution Date in a range increases incrementally by 1/12 of the positive difference between the percentage applicable to the first Distribution Date in that range and the percentage applicable to the first Distribution Date in the succeeding range.

and (B) Holders of the Certificates entitled to 51% or more of the Voting Rights request in writing to the Trustee to terminate Ocwen as a Servicer under this Agreement pursuant to the terms of Section 3.24.

Offered Certificates :  As specified in the Preliminary Statement.

Officer’s Certificate :  A certificate signed by the Chairman of the Board or the Vice Chairman of the Board or the President or a Vice President or an Assistant Vice President or the Treasurer or the Secretary or one of the Assistant Treasurers or Assistant Secretaries of a Servicer or any certificate of any Servicing Officer, and delivered to the Depositor or the Trustee, as the case may be, as required by this Agreement.

Opinion of Counsel :  A written opinion of counsel, who may be counsel for the Depositor, the Master Servicer or a Servicer, including in-house counsel, reasonably acceptable to the Trustee; provided , however , that with respect to the interpretation or application of the REMIC Provisions, such counsel must (i) in fact be independent of the Depositor, the Master Servicer and the Servicers, (ii) not have any material direct financial interest in the Depositor, the Master Servicer or the Servicers or in any affiliate of either, and (iii) not be connected with the Depositor, the Master Servicer or the Servicers as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.  The cost of any Opinion of Counsel, except as otherwise specifically provided herein, shall not be at the expense of the Trustee.

Optimal Interest Remittance Amount :  For any Distribution Date and Loan Group, will be equal to the excess of (i) the product of (1) (x) the weighted average Net Mortgage Rate of the Mortgage Loans in such Loan Group as of the first day of the related Collection Period divided by (y) 12 and (2) the applicable Aggregate Loan Group Collateral Balance for the immediately preceding Distribution Date, over (ii) any expenses that reduce the Interest Remittance Amount for that Loan Group which did not arise as a result of a default or delinquency of the related Mortgage Loans or were not taken into account in computing the Expense Fee Rate.

Optional Termination Date :  The first Distribution Date on which the Terminating Entity may exercise its right to terminate the Trust Fund pursuant to Section 9.01.

OTS :  The Office of Thrift Supervision.

Outsourcer :  As defined in Section 3.02 herein.

Outstanding :  With respect to the Certificates as of any date of determination, all Certificates theretofore executed and authenticated under this Agreement except:

(xxvii)

Certificates theretofore canceled by the Trustee or delivered to the Trustee for cancellation; and

(xxviii)

Certificates in exchange for which or in lieu of which other Certificates have been executed and delivered by the Trustee pursuant to this Agreement.

Outstanding Mortgage Loan :  As of any Due Date, a Mortgage Loan with a Stated Principal Balance greater than zero which was not the subject of a Payoff prior to such Due Date and which did not become a Liquidation Mortgage Loan prior to such Due Date.

Overcollateralization Amount :  For any Distribution Date, an amount equal to the amount, if any, by which (x) the applicable Aggregate Collateral Balance for such Distribution Date exceeds (y) the aggregate Class Principal Balance of the Offered Certificates after giving effect to payments on such Distribution Date.

Overcollateralization Commencement Date :  Either (i) the February 2005 Distribution Date or (ii) the January 2005 Distribution Date if more than 3% of the Initial Mortgage Loans (by Aggregate Collateral Balance as of the Initial Cut-off Date) which were less than 30 days delinquent as of the Initial Cut-off Date fail to make their Scheduled Payment due during the period commencing on the second day of the month preceding the month in which the Initial Cut-off Date occurs and ending on the Initial Cut-off Date prior to the close of business on December 31, 2004.

Overcollateralization Deficiency :  For any Distribution Date will be equal to the amount, if any, by which (x) the Targeted Overcollateralization Amount for such Distribution Date exceeds (y) the Overcollateralization Amount for such Distribution Date, calculated for this purpose after giving effect to the reduction on such Distribution Date of the aggregate Class Principal Balance of the Certificates resulting from the payment of the Principal Payment Amount on such Distribution Date, but prior to allocation of any Applied Loss Amount on such Distribution Date.  

Overcollateralization Release Amount :  For any Distribution Date, an amount equal to the lesser of (x) the related Principal Remittance Amount for such Distribution Date and (y) the amount, if any, by which (1) the Overcollateralization Amount for such date, calculated for this purpose on the basis of the assumption that 100% of the aggregate Principal Remittance Amount for such date is applied on such date in reduction of the aggregate of the Class Principal Balances of the Certificates, exceeds (2) the Targeted Overcollateralization Amount for such date.

Overfunded Interest Amount :  With respect to any Subsequent Transfer Date, the excess of (A) the amount on deposit in the Capitalized Interest Account on such date over (B) the excess of (i) the amount of interest accruing at the sum of the (a) assumed weighted average Pass-Through Rate of the Offered Certificates and (b) the Applicable Rate on the Prefunded Amount outstanding at the end of the related Collection Period for the total number of days remaining through the end of the Accrual Periods ending December 26, 2004, January 24, 2005 and February 24, 2005 over (ii) one month of investment earnings on the amount on deposit in the Capitalized Interest Account on such date at an annual rate of 0.75%.  The assumed weighted average Pass-Through Rate will be calculated assuming the Certificate Index is 2.10% for any Subsequent Transfer Date prior to the December 2004 Distribution Date, 2.43% for any Subsequent Transfer Date prior to the January 2005 Distribution Date and 2.68% for any Subsequent Transfer Date prior to the February 2005 Distribution Date.

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

Par Value :  For any Auction Date, the sum of (i) 100% of the Stated Principal Balance of each Mortgage Loan (other than in respect of REO Property) plus accrued and unpaid interest thereon from the date to which such interest was paid or advanced at the sum of the applicable Mortgage Rate, to but not including the Due Date in the month of the final Distribution Date (or the Net Mortgage Rate with respect to any related Mortgage Loan currently serviced by the entity bidding on such Mortgage Loans), (ii) with respect to any REO Property, the lesser of (x) the appraised value of any REO Property as determined by the higher of two independent valuations completed by two independent companies selected by the Depositor at the expense of the Depositor and (y) the Stated Principal Balance of each related Mortgage Loan related to any REO Property, in each case, (iii) any remaining unreimbursed Advances, Servicing Advances, Servicing Fees and Trustee Fees payable to any Servicer or the Trustee, as applicable.

Pass-Through Rate : With respect to the any Class of LIBOR Certificates and any Distribution Date, a per annum rate equal to the lesser of (x) the related Certificate Index for such Distribution Date, plus the related Certificate Margin and (y) the applicable Net Funds Cap for such Distribution Date.  With respect to the Class A-IO-1 Certificates and any Distribution Date on or prior to November 2006, a per annum rate equal to the least of (a) the excess, if any, of 8.00% over the Certificate Index for such Distribution Date, (b) Class A-IO-1 Net Funds Cap and (iii) 5.90%.  With respect to the Class A-IO-2 Certificates and for any Distribution Date beginning with the February 2005 Distribution Date and ending with the November 2006 Distribution Date, a per annum rate equal to the excess, if any, of 2.10% over the Certificate Index for such Distribution Date.  With respect to the Class X Certificates, the rate set forth in the Preliminary Statement.

Payahead :  Any Scheduled Payment intended by the related Mortgagor to be applied in a Collection Period subsequent to the Collection Period in which such payment was received.

Payoff :  Any payment of principal on a Mortgage Loan equal to the entire outstanding principal balance of such Mortgage Loan, if received in advance of the last scheduled Due Date for such Mortgage Loan and accompanied by an amount of interest equal to accrued unpaid interest on the Mortgage Loan to the date of such payment-in-full.

Percentage Interest :  As to any Certificate, either the percentage set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class.

Permitted Transferee :  Any person other than a Disqualified Organization or a Person that is not a citizen or resident of the United States, a corporation, partnership, or other entity (treated as a corporation or partnership for federal income tax purposes) created or organized in or under the laws of the United States, any State thereof or the District of Columbia, or an estate whose income from sources without the United States is includible in gross income for federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust unless such Person has furnished the transferor and the Trustee with a duly completed Internal Revenue Service Form W-8ECI. The terms “United States” and “State” shall have the meanings set forth in section 7701 of the Code or successor provisions.

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

Physical Certificates :  As specified in the Preliminary Statement.

Plan :  An employee benefit plan or arrangement which is subject to Section 406 of ERISA and/or Section 4975 of the Code or an entity whose underlying assets include such plan’s or arrangement’s assets by reason of their investment in the entity.

Pooling REMIC :  As specified in the Preliminary Statement.

Preference Claim :  As defined in Section 4.08(k) herein.

Prefunded Amount :  The amount deposited in the Prefunding Account on the Closing Date, which shall equal $105,151,358.

Prefunding Account :  The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.06(g) in the name of the Trustee for the benefit of the Certificateholders and designated “U.S. Bank National Association, in trust for registered holders of Home Equity Asset Trust 2004-8, Home Equity Pass-Through Certificates, Series 2004-8.  Funds in the Prefunding Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement and shall not be a part of any REMIC created hereunder; provided , however , that any investment income earned from Eligible Investments made with funds in the Prefunding Account shall be for the account of the Depositor.

Prefunding Period :  The period from the Closing Date until the earliest of (i) the date on which the amount on deposit in the Prefunding Account is reduced to zero, and (ii) an Event of Default occurs or (iii)  February 24, 2005.

Prepayment Interest Shortfall :  As to any Distribution Date, Mortgage Loan and Principal Prepayment, other than Principal Prepayments in full that occur during the portion of the Prepayment Period that is in the same calendar month as the Distribution Date, the difference between (i) one full month’s interest at the applicable Mortgage Rate, as reduced by the Servicing Fee Rate on the principal balance of such Principal Prepayment and (ii) the amount of interest due and actually received from the related Mortgagor that accrued during the month immediately preceding such Distribution Date with respect to such Mortgage Loan and such Principal Prepayment, as reduced by the Servicing Fee.

Prepayment Premium :  With respect to each Mortgage Loan, the prepayment charge or penalty interest required to be paid by the Mortgagor in connection with a prepayment of the related Mortgage Loan, as provided in the related Mortgage Note or Mortgage, and as specified on the Mortgage Loan Schedule.

Prepayment Period :  With respect to any Distribution Date and any Payoff, the period from the fifteenth day of the calendar month preceding the month in which such Distribution Date occurs (or in the case of the first Distribution Date, from the Initial Cut-off Date) through the fourteenth day of the month in which such Distribution Date occurs.  With respect to any Distribution Date and any Curtailment, the calendar month preceding such Distribution Date.

Principal Payment Amount :  For any Distribution Date, an amount equal to the related Principal Remittance Amount for such date minus the related Overcollateralization Release Amount, if any, for such date.

Principal Prepayment :  Any payment of principal on a Mortgage Loan which constitutes a Payoff or Curtailment.

Principal Remittance Amount :  For any Distribution Date, an amount equal to the sum of (1) all principal collected (other than Payaheads) or advanced in respect of Scheduled Payments on the Mortgage Loans during the related Collection Period (less unreimbursed Advances, Servicing Advances and other amounts due to a Servicer and the Trustee with respect to such Mortgage Loans, to the extent allocable to principal) and the principal portion of Payaheads previously received and intended for application in the related Collection Period, (2) all Principal Prepayments on the Mortgage Loans received during the related Prepayment Period, (3) the outstanding principal balance of each Mortgage Loan that was repurchased by the Seller or purchased by a Servicer during the calendar month immediately preceding such Distribution Date and the proceeds of any purchase of the Mortgage Loans by the Terminating Entity pursuant to Section 9.01 in an amount not exceeding the principal portion of the Par Value, (4) the portion of any Substitution Adjustment Amount paid with respect to any Deleted Mortgage Loans during the calendar month immediately preceding such Distribution Date allocable to principal, (5) all Net Liquidation Proceeds (net of unreimbursed Advances, Servicing Advances and other expenses, to the extent allocable to principal) and any Recoveries collected with respect to the Mortgage Loans during the prior calendar month, to the extent allocable to principal, (6) amounts withdrawn from the Interest Rate Cap Account to cover Realized Losses on the Mortgage Loans incurred during the related Collection Period and (7) with respect to the February 2005 Distribution Date, any amounts remaining in the Prefunding Account (other than investment earnings thereon).

Private Certificates :  As specified in the Preliminary Statement.

Prospectus Supplement :  The Prospectus Supplement dated November 24, 2004 relating to the Offered Certificates.

PUD :  Planned Unit Development.

Qualified Insurer :  A mortgage guaranty insurance company duly qualified as such under the laws of the state of its principal place of business and each state having jurisdiction over such insurer in connection with the insurance policy issued by such insurer, duly authorized and licensed in such states to transact a mortgage guaranty insurance business in such states and to write the insurance provided by the insurance policy issued by it, approved as a FNMA- or FHLMC-approved mortgage insurer or having a claims paying ability rating of at least “AA” or equivalent rating by a nationally recognized statistical rating organization.  Any replacement insurer with respect to a Mortgage Loan must have at least as high a claims paying ability rating as the insurer it replaces had on the Closing Date.

Qualified Substitute Mortgage Loan :  One or more Mortgage Loans substituted by the Seller for one or more Deleted Mortgage Loans which must, on the date of such substitution, as confirmed in a Request for Release, substantially in the form of Exhibit M, individually or in the aggregate and on a weighted average basis, as applicable, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not more than 10% less than the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than and not more than 1% per annum higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have a remaining term to maturity not more than one year greater than or less than that of the Deleted Mortgage Loan; provided that the remaining term to maturity of any such Mortgage Loan shall be no greater than the last maturing Mortgage Loan in the Trust immediately prior to any substitution; (v) if the Deleted Mortgage Loan is an adjustable-rate Mortgage Loan, have a Maximum Mortgage Rate and Minimum Mortgage Rate not less than the respective rates for the Deleted Mortgage Loan, have a Gross Margin equal to or greater than the Deleted Mortgage Loan and have the same Index as the Deleted Mortgage Loan, (vi) comply with each representation and warranty set forth in Section 2.03(b) and (vii) be replaced into the Loan Group from which the Deleted Mortgage Loan was removed.

Rating Agency :  Each of the Rating Agencies specified in the Preliminary Statement. If any such organization or a successor is no longer in existence, “Rating Agency” shall be such nationally recognized statistical rating organization, or other comparable Person, as is designated by the Depositor, notice of which designation shall be given to the Trustee, the Master Servicer, the Back-Up Servicer and the Servicers.  References herein to a given rating or rating category of a Rating Agency shall mean such rating category without giving effect to any modifiers.

Ratings :  As of any date of determination, the ratings, if any, of the Certificates as assigned by the Rating Agencies.

Realized Loss :  With respect to each Liquidation Mortgage Loan, an amount (not less than zero or more than the Stated Principal Balance of the Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated Principal Balance of the Liquidation Mortgage Loan as of the date of such liquidation, plus (ii) interest at the Net Mortgage Rate from the related Due Date as to which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the related Due Date in the month in which Liquidation Proceeds are required to be distributed on the Stated Principal Balance of such Liquidation Mortgage Loan from time to time, minus (iii) the Net Liquidation Proceeds, if any, received during the month in which such liquidation occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of the Liquidation Mortgage Loan.

Record Date :  With respect to any Class of Physical Certificates and any Distribution Date (other than the first Distribution Date), the last day of the calendar month preceding the month in which such Distribution Date occurs and with respect to any Class of Physical Certificates and the first Distribution Date, the Closing Date.  With respect to any Class of Certificates that is not a Physical Certificate and any Distribution Date, the Business Day immediately preceding such Distribution Date; provided , however , that following the date on which Definitive Certificates for such Certificates are available pursuant to Section 5.02, the Record Date shall be the last day of the calendar month preceding the month in which such Distribution Date occurs.

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

Reference Bank Rate :  As to any Accrual Period relating to the LIBOR Certificates as follows:  the arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth of a percent) of the offered rates for United States dollar deposits for one month which are offered by the Reference Banks as of 11:00 a.m., London time, on the Interest Determination Date prior to the first day of such Accrual Period to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Class Principal Balance of the LIBOR Certificates; provided that at least two such Reference Banks provide such rate.  If fewer than two offered rates appear, the Reference Bank Rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Servicers, as of 11:00 a.m., New York City time, on such date for loans in U.S. Dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate Class Principal Balance of the LIBOR Certificates.  If no such quotations can be obtained, the Reference Bank Rate shall be the Reference Bank Rate applicable to the preceding Accrual Period.

Reference Banks :  Three major banks that are engaged in the London interbank market, selected by the Trustee after consultation with the Servicers, as identified in writing to the Trustee.

Regular Certificates :  As specified in the Preliminary Statement.

Reimbursement Amounts :  As defined in Section 3.22(a) herein.

Relief Act :  The Servicemembers Civil Relief Act, as amended, or any state law providing for similar relief.

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

REMIC Provisions :  Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations promulgated thereunder, as the foregoing may be in effect from time to time.

REO Property :  A Mortgaged Property acquired by the Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan.

Repurchase Price :  With respect to any Mortgage Loan required to be purchased by the Seller pursuant to this Agreement or purchased at the option of a Servicer pursuant to Section 3.12(g) of this Agreement, an amount equal to the sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on the date of such purchase, (ii) accrued and unpaid interest thereon at the applicable Mortgage Rate (reduced by the Servicing Fee Rate if the purchaser of the Mortgage Loan is also the Servicer thereof) from the date through which interest was last paid by the Mortgagor to the Due Date in the month in which the Repurchase Price is to be distributed to Certificateholders and (iii) in the case of a Mortgage Loan purchased by the Seller, (a) any unreimbursed Servicing Advances and (b) any costs and damages (including without limitation, late fees) actually incurred and paid by or on behalf of the Trust in connection with any breach of the representation and warranty set forth in Schedule III (xxi) as the result of a violation of a predatory or abusive lending law applicable to such Mortgage Loan.

Request for Release :  The Request for Release submitted by the Servicer, a Designated Servicer, the Trustee or the Master Servicer to the Custodian substantially in the form of Exhibit M.

Required Basis Risk Reserve Fund Amount :  With respect to any Distribution Date on which the Net Excess Spread is less than 0.25%, the lesser of (a) $15,000 and (b) the product of 0.50% and the Aggregate Collateral Balance.  With respect to any Distribution Date on which the Net Excess Spread is equal to or greater than 0.25%, $5,000.

Required Basis Risk Reserve Fund Deposit :  With respect to any Distribution Date, the sum of (i) any Basis Risk Shortfall for such date and (ii) the excess, if any, of the Required Basis Risk Reserve Fund Amount for such Distribution Date over the amount on deposit in the Basis Risk Reserve Fund at the close of business on the Business Day immediately preceding such Distribution Date.

Required Insurance Policy :  With respect to any Non-Designated Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement.

Residual Certificates :  As specified in the Preliminary Statement.

Responsible Officer :  When used with respect to the Trustee, any Vice President, any Assistant Vice President, any Assistant Secretary, any Trust Officer or any other officer or employee of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also to whom, with respect to a particular matter, such matter is referred because of such officer’s or employee’s knowledge of and familiarity with the particular subject and in each case who shall have direct responsibility for the administration of this Agreement.

Rolling Three Month Delinquency Rate :  For any Distribution Date will be the fraction, expressed as a percentage, equal to the average of the related Delinquency Rates for each of the three (or one and two, in the case of the first and second Distribution Dates) immediately preceding months.

S&P :  Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.  For purposes of Section 10.05(c) the address for notices to S&P shall be Standard & Poor’s, 55 Water Street, 41 ^st Floor, New York, New York 10041, Attention:  Mortgage Surveillance Monitoring, or such other address as S&P may hereafter furnish to the Depositor, the Servicers, the Back-Up Servicer, the Master Servicer and the Trustee.

SAIF :  The Savings Association Insurance Fund, or any successor thereto.

Scheduled Payment :  The scheduled monthly payment on a Mortgage Loan due on any Due Date allocable to principal and/or interest on such Mortgage Loan pursuant to the terms of the related Mortgage Note.

Securities Act :  The Securities Act of 1933, as amended.

Seller :  DLJMC.

Senior Certificates :  As specified in the Preliminary Statement.

Senior Enhancement Percentage :  For any Distribution Date, the fraction, expressed as a percentage, the numerator of which is the sum of the aggregate Class Principal Balance of the Subordinate Certificates and the Overcollateralization Amount (which, for purposes of this definition only, shall not be less than zero), in each case prior to giving effect to payments on such Distribution Date (assuming no Trigger Event has occurred), and the denominator of which is the Aggregate Collateral Balance as of the first day of the related Collection Period.

Senior Principal Payment Amount :  For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 61.00% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

Servicer :  Each of (i) WFBNA and (ii) Ocwen, or in each case, such Person’s successor(s), as servicer hereunder, as the context may require.

Servicer Employee :  As defined in Section 3.19 herein.

Servicer Remittance Date :  With respect to any Mortgage Loan and Distribution Date, the second Business Day prior to that Distribution Date.

Servicing Advance :  All reasonable and customary “out of pocket” costs and expenses incurred prior to, on or after the Cut-off Date in the performance by a Servicer of its servicing obligations, including, but not limited to, the cost (including reasonable attorneys’ fees and disbursements) of (i) the preservation, restoration and protection of a Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, and any litigation related to a Mortgage Loan, (iii) the management and liquidation of any REO Property including reasonable fees paid to any independent contractor or Outsourcer in connection therewith, (iv) compliance with the obligations under Section 3.10 or 3.12, (v) obtaining broker price opinions, (vi) in connection with the liquidation of a Mortgage Loan, expenditures relating to the purchase or maintenance of a first lien Mortgage Loan, all of which reasonable and customary out-of-pocket costs and expenses are reimbursable to a Servicer to the extent provided in Sections 3.07(d)(ii) and 3.09(a)(iii), (iv), (vi) and (vii) obtaining or correcting any legal documentation required to be included in the Mortgage Files and reasonably necessary for a Servicer to perform its obligations under this Agreement.

Servicing Advance Reimbursement Amounts :  As defined in Section 3.22(a) herein.

Servicing Fee :  As to each Mortgage Loan and any Distribution Date, an amount equal to one month’s interest at the Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date related to such Distribution Date (prior to giving effect to any Scheduled Payments due on such Mortgage Loan on such Due Date), subject to reduction as provided in Section 3.15.

Servicing Fee Rate :  With respect to (i) any WFBNA Serviced Loan, the “WFBNA Servicing Fee Rate” as defined in the WFBNA Letter Agreement, which rate may increase up to 0.50% per annum and (ii) any Ocwen Serviced Loan, the “Ocwen Servicing Fee Rate” as defined in the Ocwen Letter Agreement, which rate may increase up to 0.50% per annum; provided however, that in no case shall the Ocwen Servicing Fee Rate or the WFBNA Servicing Fee Rate exceed 0.50% per annum.  

Servicing Officer :  With respect to a Servicer or the Master Servicer, any officer of that Servicer or the Master Servicer, respectively, involved in, or responsible for, the administration and servicing of the related Mortgage Loans whose name and specimen signature appear on a list of servicing officers furnished to the Trustee by each such Servicer or the Master Servicer on the Closing Date pursuant to this Agreement, as such list may from time to time be amended and delivered to the Trustee.

Startup Day :  The Closing Date.

Stated Principal Balance :  As to any Mortgage Loan and Due Date, the unpaid principal balance of such Mortgage Loan as of such Due Date as specified in the amortization schedule at the time relating thereto (before any adjustment to such amortization schedule by reason of any moratorium or similar waiver or grace period) after giving effect to any previous Curtailments and Liquidation Proceeds allocable to principal (other than with respect to any Liquidation Mortgage Loan) and to the payment of principal due on such Due Date and irrespective of any delinquency in payment by the related Mortgagor.

Stepdown Date :  The date occurring on the later of (x) the Distribution Date in December 2007 and (y) the first Distribution Date on which the Senior Enhancement Percentage (calculated for this purpose after giving effect to payments or other recoveries in respect of the Mortgage Loans during the related Collection Period but before giving effect to payments on the Certificates on such Distribution Date) is greater than or equal to 39.00%.

Subordinate Certificates :  As specified in the Preliminary Statement.

Subordinate Group 1 Balance :  For any Distribution Date will be the Aggregate Loan Group Collateral Balance for Loan Group 1 as of the first day of the related Collection Period less the aggregate Class Principal Balances of the Class A-1 and Class A-2 Certificates.

Subordinate Group 2 Balance :  For any Distribution Date will be the Aggregate Loan Group Collateral Balance for Loan Group 2 as of the first day of the related Collection Period less the aggregate Class Principal Balances of the Class A-3, Class A-4, Class R and Class R-II Certificates.

Subordinate Net Funds Cap :  For any Distribution Date and the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates, will be a per annum rate equal to a weighted average of (i) the Group 1 Senior Net Funds Cap and (ii) the Group 2 Senior Net Funds Cap for such Distribution Date, weighted on the basis of the Subordinate Group 1 Balance and Subordinate Group 2 Balance.

Subsequent Cut-off Date :  With respect to any Subsequent Mortgage Loan, the first day of the month of the conveyance of such Mortgage Loan to the Trust after giving effect to the monthly payment on that date.

Subsequent Mortgage Loan :  Any Mortgage Loan other than an Initial Mortgage Loan conveyed to the Trust Fund pursuant to Section 2.01 hereof and to a Subsequent Transfer Agreement, which Mortgage Loan shall be listed on the revised Mortgage Loan Schedule delivered pursuant to this Agreement and on Schedule A to such Subsequent Transfer Agreement.  When used with respect to a single Subsequent Transfer Date, Subsequent Mortgage Loan shall mean a Subsequent Mortgage Loan conveyed to the Trust on that Subsequent Transfer Date.

Subsequent Transfer Agreement :  A Subsequent Transfer Agreement substantially in the form of Exhibit Q hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee and acknowledged by the Servicers, as provided in Section 2.01 hereof.

Subsequent Transfer Date :  For any Subsequent Transfer Agreement, the date the related Subsequent Mortgage Loans are transferred to the Trust pursuant to the related Subsequent Transfer Agreement.

Subservicer :  Any Subservicer which is subservicing any of the Non-Designated Mortgage Loans pursuant to a Subservicing Agreement.  Any subservicer shall meet the qualifications set forth in Section 3.02.

Subservicing Agreement :  An agreement between a Servicer and a Subservicer for the servicing of the related Non-Designated Mortgage Loans.

Subsidiary REMIC :  As specified in the Preliminary Statement.

Substitution Adjustment Amount :  As defined in Section 2.03 herein.

Targeted Overcollateralization Amount :  For any Distribution Date prior to the Stepdown Date, 1.70% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date); with respect to any Distribution Date on or after the Stepdown Date and with respect to which a Trigger Event has not occurred, the greater of (a) 3.40% of the Aggregate Collateral Balance for such Distribution Date, or (b) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date); with respect to any Distribution Date on or after the Stepdown Date with respect to which a Trigger Event has occurred and is continuing, the Targeted Overcollateralization Amount for the Distribution Date immediately preceding such Distribution Date.

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

Terminating Entity :  Ocwen, or its successor Servicer, or if Ocwen or such successor Servicer does not exercise its right to terminate the Trust Fund pursuant to Section 9.01 on the Optional Termination Date, WFBNA, or its successor Servicer, or if neither Ocwen nor WFBNA (nor their respective successor Servicers) exercises such right on such Optional Termination Date, thereafter, the first of either Ocwen, or its successor Servicer, or WFBNA, or its successor Servicer, that notifies the Trustee of its intention to exercise such right.

Transfer :  Any direct or indirect transfer or sale of any Ownership Interest in a Residual Certificate.

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

Trigger Event :  A Trigger Event will occur for any Distribution Date if either (i) the Rolling Three Month Delinquency Rate as of the last day of the related Collection Period equals or exceeds 40.0% of the Senior Enhancement Percentage for such Distribution Date or (ii) the cumulative Realized Losses as a percentage of the original Aggregate Collateral Balance on the Closing Date for such Distribution Date is greater than the percentage set forth in the following table:

* The percentages set forth above are the percentages applicable for the first Distribution Date in the corresponding range of Distribution Dates.  The percentage for each succeeding Distribution Date in a range increases incrementally by 1/12 of the positive difference between the percentage applicable to the first Distribution Date in that range and the percentage applicable to the first Distribution Date in the succeeding range.

Trust :  Home Equity Asset Trust 2004-8 established pursuant to this Agreement.

Trust Collateral :  As defined in Section 9.01.

Trust Fund :  The corpus of the trust created hereunder consisting of (i) the Mortgage Loans and all interest and principal received on or with respect thereto after their Cut-off Dates, other than such amounts which were due on the Mortgage Loans on or before their Cut-off Dates; (ii) the Collection Accounts, the Certificate Account, the Prefunding Account, the Capitalized Interest Account, the Interest Rate Cap Agreement, the Class A-3 Interest Rate Cap Agreement and the Basis Risk Reserve Fund and all amounts deposited therein pursuant to the applicable provisions of this Agreement; (iii) property which secured a Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure after the applicable Cut-off Date; (iv) the Depositor’s rights under the Assignment and Assumption Agreement and (v) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing.

Trustee :  U.S. Bank National Association, in its capacity as trustee under this agreement and assigns in such capacity.

Trustee Auction Fee :  The fee, payable to the Trustee in an amount equal to $10,000 plus out-of-pocket expenses, and the Trustee will use its best efforts to keep such expenses to a minimum.

Trustee Fee :  The fee, if any, payable to the Trustee on each Distribution Date for its services as Trustee hereunder, in an amount equal to one twelfth of the Trustee Fee Rate multiplied by the Stated Principal Balance of the Mortgage Loans immediately prior to such Distribution Date.

Trustee Fee Rate :  0.0033% per annum.

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

Voting Rights :  The portion of the voting rights of all the Certificates that is allocated to any Certificate for purposes of the voting provisions of this Agreement.  At all times during the term of this Agreement, 96% of all Voting Rights shall be allocated among the Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.  The portion of such 96% Voting Interests allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates shall be based on the fraction, expressed as a percentage, the numerator of which is the aggregate Class Principal Balance then outstanding and the denominator of which is the Class Principal Balance of all such Classes then outstanding.  The Class A-IO-1, Class A-IO-2, Class A-IO-S and the Class X Certificates shall each be allocated 1% of the Voting Rights.  Voting Rights shall be allocated among the Certificates within each such Class in accordance with their respective Percentage Interests.  The Class R and Class R-II shall have no voting rights.

WFBNA :  Wells Fargo Bank, N.A., a national banking association, and its successors and assigns.

WFBNA Letter Agreement :  The securitization servicing side letter agreement, dated as of December 1, 2004, between the Seller and WFBNA, as amended, supplemented or superceded from time to time.

WFBNA Serviced Loan :  Each of the Mortgage Loans identified as such on the Mortgage Loan Schedule, except for any Designated Mortgage Loan prior to its WFBNA Servicing Transfer Date.

WFBNA Servicing Transfer Date :  With respect to each Designated Mortgage Loan, the later of (i) February 1, 2005 and (ii) the actual date on which primary servicing of such Designated Mortgage Loan has been transferred from the related Designated Servicer to WFBNA.

SECTION 1.02

Interest Calculations.

Interest on the LIBOR Certificates and the Class A-IO-2 Certificates shall be calculated on the basis of a 360-day year and the actual number of days elapsed.  The calculation of all fees and interest on the Class A-IO-1 Certificates, the Class A-IO-S Certificates, the Class X Certificates and on each Lower Tier Interest shall be made on the basis of a 360-day year consisting of twelve 30-day months.  All dollar amounts calculated hereunder shall be rounded to the nearest penny with one-half of one penny being rounded down.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

SECTION 2.01

Conveyance of Mortgage Loans.

(a)

The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee in trust for the benefit of the Certificateholders, without recourse, all the right, title and interest of the Depositor in and to (i) subject to Section 6.04(b), each Initial Mortgage Loan, including all interest and principal received or receivable on or with respect to such Initial Mortgage Loans after the Initial Cut-off Date and all interest and principal payments on the Initial Mortgage Loans received prior to the Initial Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of principal and interest due and payable on the Initial Mortgage Loans on or before the Initial Cut-off Date; (ii) any insurance policies in respect of the Initial Mortgage Loans; (iii) the Depositor’s rights under the Assignment and Assumption Agreement; (iv) any such amounts as may be deposited into and held by the Trustee in the Prefunding Account and Capitalized Interest Account; and (v) all proceeds of any of the foregoing.  In addition, on or prior to the Closing Date, the Depositor shall cause the Trustee to enter into the Interest Rate Cap Agreements with the Interest Rate Cap Counterparty and the Depositor shall pay or cause to be paid on behalf of the Trust the payments owed to the Interest Rate Cap Agreement Counterparty as of the Closing Date under the Interest Rate Cap Agreements.

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

(b)

In connection with the transfer and assignment set forth in clause (a) above, the Depositor has delivered or caused to be delivered to the Custodian for the benefit of the Certificateholders, the documents and instruments with respect to each Mortgage Loan as assigned:

(i)

the electronic Mortgage Loan Schedule;

(ii)

the original Mortgage Note bearing all intervening endorsements and including any riders to the Mortgage Note, endorsed “Pay to the order of __________, without recourse” and signed in the name of the last named endorsee by an authorized officer, or

(A)

with respect to any Lost Mortgage Note, a lost note affidavit stating that the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage Note;

(iii)

the original of any guarantee executed in connection with the Mortgage Note (if any);

(iv)

for each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage, with evidence of recording thereon, or copies certified by the related recording office or if the original Mortgage has not yet been returned from the recording office, a copy certified by or on behalf of the Seller indicating that such Mortgage has been delivered for recording (the return directions for the original Mortgage should indicate, when recorded, mail to the Seller) and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the related Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment thereof to MERS, with evidence of recording indicated thereon or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded;

(v)

the originals of all assumption, modification, consolidation or extension agreements (or, if an original of any of these documents has not been returned from the recording office, a copy thereof certified by or on behalf of the Seller, the original to be delivered to the Seller forthwith after return from such recording office) with evidence of recording thereon, if any;

(vi)

for each Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment of Mortgage as appropriate, in recordable form, for the Mortgage Loan assigned in blank;

(vii)

for each Mortgage Loan that was not a MERS Mortgage Loan at its origination, the originals of all intervening Assignments of Mortgage, showing a complete chain of assignment from the originator of such Mortgage Loan to the Person assigning the Mortgage to the Trustee, including warehousing assignments, with evidence of recording on each such Assignment of Mortgage (or, if an original intervening Assignment of Mortgage has not been returned from the recording office, a copy thereof certified by or on behalf of the Seller, the original to be delivered to the Trustee forthwith after return from such recording office); and

(viii)

the original mortgage title insurance policy, or if the policy has not yet been issued, an original or copy of a marked-up written commitment or a pro forma title insurance policy marked as binding and countersigned by the title insurance company or its authorized agent either on its face or by an acknowledged closing instruction or escrow letter.

In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at the Seller’s expense, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement (and any Subsequent Transfer Agreement) for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased or substituted in accordance with this Agreement) the information required by the MERS® System to (a) identify the Trustee and (b) identify the series of the Certificates issued in connection with such Mortgage Loans.  The Trustee shall confirm, or cause the Custodian to confirm, on the  Final Certification of the Custodian that such assignment has occurred.  The Seller further agrees that it will not, and will not permit a Servicer or the Master Servicer to, and each Servicer and the Master Servicer agrees that it will not, alter the information referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased or substituted in accordance with the terms of this Agreement.

If the Seller delivers certified copies of any document or instrument set forth in Section 2.01(b) to the Custodian because of a delay caused by the public recording office in returning any recorded document, the Seller shall deliver to the Custodian, within 60 days of the Closing Date, an Officer’s Certificate which shall (i) identify the recorded document, (ii) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, and (iii) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation.

In the event that in connection with any Mortgage Loan the Depositor cannot deliver (a) for a Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage, (b) all interim recorded assignments or (c) the lender’s title policy (together with all riders thereto) satisfying the requirements set forth above, concurrently with the execution and delivery hereof because such document or documents have not been returned from the applicable public recording office in the case of clause (a) or (b) above, or because the title policy has not been delivered to the Seller or the Depositor by the applicable title insurer in the case of clause (c) above, the Depositor shall promptly deliver to the Custodian, in the case of clause (a) or (b) above, such original Mortgage or such interim assignment, as the case may be, with evidence of recording indicated thereon upon receipt thereof from the public recording office, or a copy thereof, certified, if appropriate, by the relevant recording office and in the case of (c) above, such original title policy (together with all riders thereto), upon receipt from the applicable title insurer.

As promptly as practicable subsequent to such transfer and assignment and delivery to it of each Assignment of Mortgage pursuant to clause (vi) above, and in any event, within thirty (30) days thereafter, the Trustee shall (at the Seller’s expense) (i) affix the Trustee’s name to each Assignment of Mortgage, as the assignee thereof, (ii) cause such Assignment of Mortgage to be completed in proper form for recording in the appropriate public office for real property records within thirty (30) days after receipt thereof and (iii) cause to be delivered for recording in the appropriate public office for real property records the Assignments of Mortgages to the Trustee, except that, with respect to any Assignment of Mortgage as to which the Trustee has not received the information required to prepare such Assignment of Mortgage in recordable form, the Trustee’s obligation to do so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in any event within thirty (30) days after the receipt thereof, and the Trustee need not cause to be recorded any Assignment of Mortgage referred to in clause (vi) above which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Seller (at the Seller’s expense) to the Trustee within twenty (20) days of the Closing Date, acceptable to the Rating Agencies, the recordation of such Assignment of Mortgage is not necessary to protect the Trustee’s and the Certificateholders’ interest in the related Mortgage Loan.

(c)

The Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Trustee in trust for the benefit of the Certificateholders, without recourse, all right, title and interest in such Subsequent Mortgage Loans, including all interest and principal due on or with respect to such Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date and all interest and principal payments on such Subsequent Mortgage Loans received prior to the related Subsequent Cut-off Date in respect of installments of interest and principal due thereafter, but not including principal and interest due on such Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date, any insurance policies in respect of such Subsequent Mortgage Loans and all proceeds of any of the foregoing.

(d)

Upon one Business Day’s prior written notice to the Trustee, the Servicers, the Master Servicer and the Rating Agencies, on any Business Day designated by the Depositor during the Prefunding Period, the Depositor, the Seller, the Servicers and the Trustee shall complete, execute and deliver a Subsequent Transfer Agreement so long as no Rating Agency has provided notice that the execution and delivery of such Subsequent Transfer Agreement will result in a reduction or withdrawal of the ratings assigned to the Certificates on the Closing Date.

The transfer of Subsequent Mortgage Loans and the other property and rights relating to them on a Subsequent Transfer Date is subject to the satisfaction of each of the following conditions:

(i)

each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement as of the applicable Subsequent Transfer Date; provided , however , that with respect to a breach of a representation and warranty with respect to a Subsequent Mortgage Loan, the obligation under Section 2.03(d) of this Agreement of the Seller to cure, repurchase or replace such Subsequent Mortgage Loan shall constitute the sole remedy against the Seller respecting such breach available to Certificateholders, the Depositor or the Trustee;

(ii)

the Trustee and the Rating Agencies are provided with an Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, with respect to the qualification of each REMIC created pursuant to this Agreement as a REMIC, to be delivered as provided pursuant to Section 2.01(e);

(iii)

the Rating Agencies and the Trustee are provided with an Opinion of Counsel or Opinions of Counsel, at the expense of the Depositor, with respect to the characterization of the transfer of the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date as a sale, to be delivered as provided pursuant to Section 2.01(e);

(iv)

the execution and delivery of such Subsequent Transfer Agreement or conveyance of the related Subsequent Mortgage Loans does not result in a reduction or withdrawal of any ratings assigned to the Certificates on the Closing Date by the Rating Agencies;

(v)

no Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date was 30 or more days contractually delinquent as of such date;

(vi)

the remaining term to stated maturity of such Subsequent Mortgage Loan will not exceed 30 years for fully amortizing loans or 15 years for balloon loans;

(vii)

the Depositor shall have deposited in the Collection Account all principal and interest collected with respect to the related Subsequent Mortgage Loans on or after the related Subsequent Cut-off Date;

(viii)

such Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater than 100.0%;

(ix)

such Subsequent Mortgage Loan will have a principal balance not greater than $750,000;

(x)

no Subsequent Mortgage Loan shall have a maturity date after February 2035;

(xi)

none of the Subsequent Mortgage Loans (by aggregate Stated Principal Balance as of the applicable Cut-off Date) will be secured by a second lien on the related Mortgaged Property;

(xii)

such Subsequent Mortgage Loan will be otherwise acceptable to the Rating Agencies;

(xiii)

no Subsequent Mortgage Loan in Loan Group 1 will be subject to a Prepayment Premium term in excess of three years;

(xiv)

following the conveyance of the Subsequent Mortgage Loans on such Subsequent Transfer Date the characteristics of the Mortgage Loans in Loan Group 1 will be as follows (calculated as of the respective Cut-off Dates):

(A)

weighted average Mortgage Rate of at least 7.35% per annum;

(B)

a weighted average remaining term to stated maturity of less than 359 months;

(C)

a weighted average Loan-to-Value Ratio of not more than 80.5%;

(D)

a weighted average credit score of not less than 630;

(E)

no more than 0.5% of such Mortgage Loans by aggregate Cut-off Date Principal Balance of Loan Group 1 will be balloon loans;

(F)

no more than 1.6% of such Mortgage Loans by aggregate Cut-off Date Principal Balance of Loan Group 1 will be secured by a second lien on the related Mortgaged Property;

(G)

no more than 25.8% of such Mortgage Loans by aggregate Cut-off Date Principal Balance of Loan Group 1 will be concentrated in one state;

(H)

no more than 8.0% of such Mortgage Loans by aggregate Cut-off Date Principal Balance of Loan Group 1 will relate to non-owner occupied properties;

(I)

approximately 16.7% of such Mortgage Loans by aggregate Cut-off Date Principal Balance of Loan Group 1 will accrue interest at a fixed Mortgage Rate; and

(J)

approximately 19.5% of such Mortgage Loans by aggregate Cut-off Date Principal Balance will be Interest Only Mortgage Loans.

(xv)

following the conveyance of the Subsequent Mortgage Loans on such Subsequent Transfer Date the characteristics of the Mortgage Loans in Loan Group 2 will be as follows (calculated as of the respective Cut-off Dates):

(A)

weighted average Mortgage Rate of at least 7.36% per annum;

(B)

a weighted average remaining term to stated maturity of less than 359 months;

(C)

a weighted average Loan-to-Value Ratio of not more than 80.7%;

(D)

a weighted average credit score of not less than 629;

(E)

no more than 0.5% of such Mortgage Loans by aggregate Cut-off Date Principal Balance of Loan Group 2 will be balloon loans;

(F)

no more than 2.6% of such Mortgage Loans by aggregate Cut-off Date Principal Balance of Loan Group 2 will be secured by a second lien on the related Mortgaged Property;

(G)

no more than 32.2% of such Mortgage Loans by aggregate Cut-off Date Principal Balance of Loan Group 2 will be concentrated in one state; and

(H)

no more than 8.0% of such Mortgage Loans by aggregate Cut-off Date Principal Balance of Loan Group 2 will relate to non-owner occupied properties;

(I)

approximately 17.0% of such Mortgage Loans by aggregate Cut-off Date Principal Balance of Loan Group 2 will accrue interest at a fixed Mortgage Rate; and

(J)

approximately 23.0% of such Mortgage Loans by aggregate Cut-off Date Principal Balance will be Interest Only Mortgage Loans.

(xvi)

neither the applicable Seller nor the Depositor shall be insolvent or shall be rendered insolvent as a result of such transfer;

(xvii)

no Event of Default has occurred hereunder;

(xviii)

the Depositor shall have delivered to the Trustee an Officer’s Certificate confirming the satisfaction of each of these conditions precedent; and

(xix)

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

(e)

Upon (1) delivery to the Trustee by the Depositor of the Opinions of Counsel referred to in Sections 2.01(d)(ii) and (iii), (2) delivery to the Trustee by the Depositor of a revised Mortgage Loan Schedule reflecting the Subsequent Mortgage Loans conveyed on such Subsequent Transfer Date and the related Subsequent Mortgage Loans and (3) delivery to the Trustee by the Depositor of an Officer’s Certificate confirming the satisfaction of each of the conditions precedent set forth in Section 2.01(d), the Trustee shall remit to the Depositor the Aggregate Subsequent Transfer Amount related to the Subsequent Mortgage Loans transferred by the Depositor on such Subsequent Transfer Date from funds in the Prefunding Account.

The Trustee shall not be required to investigate or otherwise verify compliance with the conditions set forth in the preceding paragraph, except for its own receipt of documents specified above, and shall be entitled to rely on the required Officer’s Certificate.

SECTION 2.02

Acceptance by the Trustee of the Mortgage Loans.

(a)

The Trustee acknowledges receipt of the documents identified in the Initial Certification in the form annexed hereto as Exhibit G and declares that it holds and will hold or will cause its agent to hold such documents and the other documents delivered to it constituting the Mortgage Files, and that it holds or will hold or will cause its agent to hold such other assets as are included in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders.  The Trustee acknowledges that it or the Custodian will maintain possession of the Mortgage Notes in the State of Illinois, as directed by the Seller, unless otherwise permitted by the Rating Agencies.

The Trustee agrees to deliver as of 10:00 a.m. (New York time) on the Closing Date to the Depositor, the Master Servicer and the Servicers an Initial Certification from the Custodian in the form annexed hereto as Exhibit G.  Based on its review and examination, and only as to the documents identified in each such Initial Certification, the Custodian acknowledges that such documents appear regular on their face and relate to such Mortgage Loan.  The Trustee shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face.

Not later than 90 days after the Closing Date, the Trustee shall deliver to the Depositor, the Seller, the Master Servicer and the Servicers a Final Certification in the form annexed hereto as Exhibit H, with any applicable exceptions noted thereon.

If, in the course of such review, the Trustee is notified by the Custodian that any document constituting a part of a Mortgage File does not meet the requirements of Section 2.01, the Trustee shall cause the Custodian to list such as an exception in the Final Certification; provided , however , that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates.

The Seller shall promptly correct or cure such defect within 90 days from the date it is so notified of such defect and, if the Seller does not correct or cure such defect within such period, the Seller shall either (i) substitute for the related Mortgage Loan a Qualified Substitute Mortgage Loan, which substitution shall be accomplished in the manner and subject to the conditions set forth in Section 2.03, or (ii) purchase such Mortgage Loan from the Trustee within 90 days from the date the Seller was notified of such defect in writing at the Repurchase Price of such Mortgage Loan; provided , however , that if the cure, substitution or repurchase of a Mortgage Loan pursuant to this provision is required by reason of a delay in delivery of any documents by the appropriate recording office, then the Seller shall be given 720 days from the Closing Date to cure such defect or substitute for, or repurchase such Mortgage Loan; and further provided, that the Seller shall have no liability for recording any Assignment of Mortgage in favor of the Trustee or for the Trustee’s failure to record such Assignment of Mortgage, and the Seller shall not be obligated to repurchase or cure any Mortgage Loan as to which such Assignment of Mortgage is not recorded. The Trustee shall deliver written notice to each Rating Agency within 270 days from the Closing Date indicating each Mortgage (a) which has not been returned by the appropriate recording office or (b) as to which there is a dispute as to location or status of such Mortgage. Such notice shall be delivered every 90 days thereafter until the related Mortgage is returned to the Trustee or Custodian.  Any such substitution effected more than 90 days after the Closing Date shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof and any substitution shall not be effected prior to the additional delivery to the Trustee, or the Custodian on its behalf, of a Request for Release substantially in the form of Exhibit M and the Mortgage File for any such Qualified Substitute Mortgage Loan.  The Repurchase Price for any such Mortgage Loan shall be deposited by the Seller in the applicable Collection Account on or prior to the Business Day immediately preceding the Distribution Date in the month following the month of repurchase and, upon receipt of such deposit and certification with respect thereto in the form of Exhibit M hereto, the Trustee, or the Custodian on its behalf, shall release the related Mortgage File to the Seller and shall execute and deliver at such entity’s request such instruments of transfer or assignment prepared by such entity, in each case without recourse, as shall be necessary to vest in such entity, or a designee, the Trustee’s interest in any Mortgage Loan released pursuant hereto.

If pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan that is a MERS Mortgage Loan, the related Servicer or the Master Servicer, as applicable, shall, at the Seller’s expense, either (i) cause MERS to execute and deliver an Assignment of Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations or (ii) cause MERS to designate on the MERS® System the Seller as the beneficial holder of such Mortgage Loan.

The Trustee agrees to cause the Custodian to and the Custodian shall execute and deliver prior to 10:00 a.m. (New York time) on each Subsequent Transfer Date to the Depositor, the Master Servicer and each Servicer a Subsequent Certification in the form annexed hereto as Exhibit G.  Based on its review and examination, and only as to the documents identified in such Subsequent Certification, the Custodian shall acknowledge that such documents appear regular on their face and relate to such Subsequent Mortgage Loan.  The Trustee shall be under no duty or obligation to inspect, review or examine said documents, instruments, certificates or other papers to determine that the same are genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded in the real estate records or that they are other than what they purport to be on their face.

Not later than 90 days after the end of the Prefunding Period, the Trustee shall cause the Custodian to deliver to the Depositor, the Seller, the Master Servicer and each Servicer a Final Certification with respect to the Subsequent Mortgage Loans in the form annexed hereto as Exhibit H with any applicable exceptions noted thereon.

If, in the course of such review of the Mortgage Files relating to the Subsequent Mortgage Loans, the Custodian finds any document constituting a part of a Mortgage File which does not meet the requirements of Section 2.01, the Trustee shall cause the Custodian to list such as an exception in the Final Certification; provided , however that the Trustee shall not make any determination as to whether (i) any endorsement is sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any assignment is in recordable form or is sufficient to effect the assignment of and transfer to the assignee thereof under the mortgage to which the assignment relates.  The Seller shall cure any such defect or repurchase or substitute for any such Mortgage Loan in accordance with this Section 2.02(a).

(b)

It is understood and agreed that the obligation of the Seller to cure, substitute for or to repurchase any Mortgage Loan which does not meet the requirements of Section 2.01 shall constitute the sole remedy respecting such defect available to the Trustee, the Depositor and any Certificateholder against the Seller.

(c)

All of the Mortgage Files are being held pursuant to the Custodial Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto acknowledge that the functions of the Trustee with respect to the custody, acceptance, inspection and release of the Mortgage Files pursuant to Sections 2.01, 2.02, 2.05 and 3.12 shall be performed by the Custodian.  At the expense of DLJMC, the Trustee, from time to time, shall instruct or cause the instruction of the Custodian to deliver the Mortgage Files to the Trustee for completion and recordation of the Assignments of Mortgage.

SECTION 2.03

Representations and Warranties of the Seller, the Servicers, the Master Servicer and the Back-Up Servicer .

(a)

Each of DLJMC, Ocwen and WFBNA in its capacity as Seller, Servicer, Back-Up Servicer or Master Servicer, as applicable, hereby makes on behalf of themselves the representations and warranties set forth in Schedule IIA, Schedule IIC, Schedule IIB, Schedule IID and Schedule IIE hereto, respectively, and by this reference incorporated herein, to the Depositor and the Trustee, as of the Closing Date, or if so specified therein, as of the applicable Cut-off Date.  

(b)

DLJMC, in its capacity as Seller, hereby makes the representations and warranties set forth in Schedule III to the Depositor and the Trustee, as of the Closing Date, or the date specified therein, with respect to the Initial Mortgage Loans identified on Schedule I hereto and as of the Subsequent Transfer Date with respect to any Subsequent Mortgage Loan identified on Schedule I hereto.  Any breach of the representation and warranty set forth in clauses (xx), (xxiii) and (xxiv) of Schedule III hereto shall be deemed to materially and adversely affect the interest of the Certificateholders in that Mortgage Loan, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation and warranty.  

(c)

If any Initial Mortgage Loan less than thirty days delinquent as of the Initial Cut-off Date (i) fails to make its Scheduled Payment due during the period commencing on the second day of the month preceding the month in which the Initial Cut-off Date occurs and ending on the Initial Cut-off Date and (ii) becomes 30 days or more delinquent with respect to such Scheduled Payment, then the Seller shall be deemed to have automatically breached the representation and warranty set forth in clause (iv) of Schedule III hereto; provided , however , that in no event shall such representation and warranty be automatically breached with respect to Initial Mortgage Loans constituting more than 3% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date); provided, further, however, that (1) if such representation and warranty is breached with respect to Initial Mortgage Loans exceeding such 3%, then such representation and warranty shall not be deemed automatically breached for any Initial Mortgage Loan and (2) the Seller shall not be deemed to have automatically breached such representation and warranty with respect to any Mortgage Loan for which such Scheduled Payment is made during the period commencing on the second day of the month preceding the month in which the Initial Cut-off Date occurs and ending on the close of business on December 31, 2004.  The related Servicer or the Master Servicer (with respect to the Designated Mortgage Loans), as applicable, shall notify the Seller and the Trustee of any such delinquency.  In connection with any such delinquency and automatic breach relating to the Initial Mortgage Loans constituting not more than 3% of the Aggregate Collateral Balance, the Seller shall be required to replace all such delinquent Initial Mortgage Loans with Qualified Substitute Mortgage Loans in accordance with the terms and provisions of Section 2.03(d) below on or before the January 2005 Distribution Date (without regard to any reference in Section 2.03(d) below to a “90-day” period).  A breach may exist for purposes of Section 2.03(d), notwithstanding the non-existence of an automatic breach for purposes of this Section 2.03(c).

(d)

Upon discovery by any of the parties hereto of a breach of a representation or warranty made pursuant to Section 2.03(b) that materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other parties.  The Seller hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from any party of a breach of any representation or warranty made by it pursuant to Section 2.03(b) which materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders, it shall cure such breach in all material respects, and if such breach is not so cured, shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in its place a Qualified Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at the Repurchase Price in the manner set forth below; provided , however , that any such substitution pursuant to (i) above shall not be effected prior to the delivery to the Trustee of the Opinion of Counsel required by Section 2.05 hereof, if any, and any such substitution pursuant to (i) above shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit M and the Mortgage File for any such Qualified Substitute Mortgage Loan.  The Seller shall promptly reimburse the related Servicer and the Trustee for any actual out-of-pocket expenses reasonably incurred by the related Servicer or the Trustee in respect of enforcing the remedies for such breach.  With respect to any representation and warranty described in this Section which are made to the best of the Seller’s knowledge, if it is discovered by either the Depositor, the Seller or the Trustee that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Certificateholders therein, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty.

With respect to any Qualified Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee for the benefit of the Certificateholders the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 2.01(b), with the Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01.  Scheduled Payments due with respect to Qualified Substitute Mortgage Loans in the Collection Period related to the Distribution Date in the month of substitution shall not be part of the Trust Fund and will be retained by the Seller.  For the month of substitution, distributions to Certificateholders will include the Scheduled Payment due on any Deleted Mortgage Loan for the related Collection Period and thereafter the Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan.  The Seller shall amend the related Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan or Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the Trustee, the related Servicer or the Master Servicer, as applicable, and the Depositor.  Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Section 2.03(b) with respect to such Mortgage Loan.  Upon any such substitution and the deposit to the applicable Collection Account of the amount required to be deposited therein in connection with such substitution as described in the following paragraph, the Trustee shall or shall cause the applicable Custodian to release the Mortgage File held for the benefit of the Certificateholders relating to such Deleted Mortgage Loan to the Seller and shall execute and deliver at the Seller’s direction such instruments of transfer or assignment prepared by the Seller, in each case without recourse, as shall be necessary to vest title in the Seller, or its designee, the Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this Section 2.03.

For any month in which the Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer or the Master Servicer, as applicable, will determine the amount (if any) by which the aggregate principal balance of all such Qualified Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after application of the scheduled principal portion of the monthly payments due in the month of substitution).  The amount of such shortage (the “Substitution Adjustment Amount”) plus an amount equal to the sum of (i) the aggregate of any unreimbursed Advances with respect to such Deleted Mortgage Loans and (ii) any costs and damages actually incurred and paid by or on behalf of the Trust in connection with any breach of the representation and warranty set forth in Schedule III (xxi) as the result of a violation of a predatory or abusive lending law applicable to such Mortgage Loan shall be deposited in the applicable Collection Account by the Seller on or before the Business Day immediately preceding the related Servicer Remittance Date in the month succeeding the calendar month during which the related Mortgage Loan became required to be purchased or replaced hereunder.

One or more mortgage loans may be substituted for one or more Deleted Mortgage Loans.  The determination of whether a mortgage loan is a Qualified Substitute Mortgage Loan may be satisfied on an individual basis.  Alternatively, if more than one mortgage loan is to be substituted for one or more Deleted Mortgage Loans, the characteristics of such mortgage loans and Deleted Mortgage Loans shall be aggregated or calculated on a weighted average basis, as applicable, in determining whether such mortgage loans are Qualified Substitute Mortgage Loans.

In the event that the Seller shall have repurchased a Mortgage Loan, the Repurchase Price therefor shall be deposited in the related Collection Account pursuant to Section 3.06 on or before the Business Day immediately preceding the related Servicer Remittance Date in the month following the month during which the Seller became obligated hereunder to repurchase or replace such Mortgage Loan and upon such deposit of the Repurchase Price and receipt of a Request for Release in the form of Exhibit M hereto, the Trustee shall release or cause the Custodian to release the related Mortgage File held for the benefit of the Certificateholders to such Person, and the Trustee shall execute and deliver at such Person’s direction such instruments of transfer or assignment prepared by such Person, in each case without recourse, as shall be necessary to transfer title from the Trustee. It is understood and agreed that the obligation under this Agreement of any Person to cure, repurchase or substitute any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against such Persons respecting such breach available to Certificateholders, the Depositor or the Trustee on their behalf.

The representations and warranties made pursuant to this Section 2.03 shall survive delivery of the respective Mortgage Files to the Trustee, or to the Custodian on the Trustee’s behalf, for the benefit of the Certificateholders.

SECTION 2.04

Representations and Warranties of the Depositor as to the Mortgage Loans.

The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan that, as of the Closing Date, assuming good title has been conveyed to the Depositor, the Depositor had good title to the Mortgage Loans and Mortgage Notes, and did not encumber the Mortgage Loans during its period of ownership thereof, other than as contemplated by the Agreement.

It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Mortgage Files to the Trustee, or to the Custodian on the Trustee’s behalf.

SECTION 2.05

Delivery of Opinion of Counsel in Connection with Substitutions.

(a)

Notwithstanding any contrary provision of this Agreement, no substitution pursuant to Section 2.02 shall be made more than 90 days after the Closing Date unless the Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such substitution will not (i) result in the imposition of the tax on “prohibited transactions” on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any REMIC hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding.

(b)

Upon discovery by the Depositor, the Seller, a Servicer, the Master Servicer or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall promptly (and in any event within five (5) Business Days of discovery) give written notice thereof to the other parties. In connection therewith, the Trustee shall require the Seller, at the Seller’s option, to either (i) substitute, if the conditions in Section 2.03(d) with respect to substitutions are satisfied, a Qualified Substitute Mortgage Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90 days of such discovery in the same manner as it would a Mortgage Loan for a breach of representation or warranty made pursuant to Section 2.03. The Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Section 2.03.

SECTION 2.06

Execution and Delivery of Certificates.

The Trustee acknowledges receipt by the Custodian on its behalf of the documents identified in the Initial Certification in the form annexed hereto as Exhibit G and the amounts required to be deposited into the Prefunding Account, the Capitalized Interest Account and the Basis Risk Reserve Fund and, concurrently with such receipt, has executed and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement according to its terms.

SECTION 2.07

REMIC Matters.

The Preliminary Statement sets forth the designations and “latest possible maturity date” for federal income tax purposes of all interests created hereby. The “Startup Day” for purposes of the REMIC Provisions shall be the Closing Date. The “tax matters person” with respect to each REMIC hereunder other than the Pooling REMIC shall be the holder of the Class R Certificate.  The tax matters person with respect to the Pooling REMIC shall be the holder of the Class R-II Certificate.  The Trustee on behalf of the holders of the Class R and Class R-II Certificates shall act as agent for the “tax matters person”.  By its acceptance of a Class R or Class R-II Certificate, each holder thereof shall have agreed to such appointment and shall have consented to the appointment of the Trustee as its agent to act on behalf of each REMIC pursuant to the specific duties outlined herein.  Each REMIC’s fiscal year shall be the calendar year.

SECTION 2.08

Covenants of the Servicers and the Master Servicer.

Each Servicer and the Master Servicer hereby covenants to the Depositor and the Trustee for itself only as follows:

(a)

such Servicer or the Master Servicer shall comply in the performance of its obligations under this Agreement, in all material respects with all reasonable rules and requirements of the insurer under each Primary Insurance Policy; and

(b)

no written information, certificate of an officer, statement furnished in writing or written report delivered to the Depositor, any affiliate of the Depositor or the Trustee and prepared by such Servicer or the Master Servicer pursuant to this Agreement will contain any untrue statement of a material fact.

SECTION 2.09

Conveyance of Pooling REMIC Regular Interests, Subsidiary REMIC Regular Interests and Intermediate REMIC Regular Interests and Acceptance of Master REMIC, Respectively, by the Trustee; Issuance of Certificates.

(a)

The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Lower Tier Interest in the Pooling REMIC, Subsidiary REMICs and Intermediate REMIC for the benefit of the holders of the Certificates.  The Trustee acknowledges receipt of such Lower Tier Interests (all of which are uncertificated) and declares that it holds and will hold the same in trust for the exclusive use and ultimate benefit of the holders of the Certificates. The interests evidenced by the Class R Certificate, together with the Regular Certificates, constitute the entire beneficial ownership interest in the Master REMIC.

(b)

Concurrently with (i) the assignment and delivery to the Trustee of the Pooling REMIC, the Subsidiary REMIC and the Intermediate REMIC and the acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and Section 2.09(a) and (ii) the assignment and delivery to the Trustee of the Master REMIC (including the residual interest therein represented by the Class R Certificate) and the acceptance by the Trustee thereof, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, the Class R and Class R-II Certificates in authorized denominations evidencing the residual interest in the Pooling REMIC, in the case of the Class R-II Certificates, and the residual interest in the Subsidiary REMIC, the Intermediate REMIC and the Master REMIC, in the case of the Class R Certificates.

ARTICLE III

ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS

SECTION 3.01

Servicers to Service Non-Designated Mortgage Loans; Master Servicer to Master Service Designated Mortgage Loans.

For and on behalf of the Certificateholders, (i) each Servicer shall service and administer the related Non-Designated Mortgage Loans in accordance with the terms of this Agreement and with Accepted Servicing Practices and (ii) the Master Servicer shall, in accordance with Section 3.23 of this Agreement and Accepted Master Servicing Practices, master service and administer the Designated Mortgage Loans by overseeing and enforcing the servicing of the Designated Mortgage Loans by the related Designated Servicer according to the terms of the related Designated Servicing Agreement.  The obligations of each of Ocwen and WFBNA hereunder to service and administer the Mortgage Loans shall be limited to the Ocwen Serviced Loans and the WFBNA Serviced Loans, respectively; and with respect to the duties and obligations of each Servicer, references herein to “Mortgage Loans” or related “Mortgage Loans” shall be limited to the Ocwen Serviced Loans (and the related proceeds thereof and related REO Properties), in the case of Ocwen, and the WFBNA Serviced Loans (and the related proceeds thereof and related REO Properties), and in no event shall any Servicer have any responsibility or liability with respect to any of the other Mortgage Loans.  The obligations of the Master Servicer to master service and administer the Mortgage Loans shall be limited to the Designated Mortgage Loans.  Notwithstanding anything to the contrary contained in this Agreement, the Master Servicer shall have no obligations to master service or administer the Non-Designated Mortgage Loans.  In connection with such servicing and administration of the Non-Designated Mortgage Loans, each Servicer shall have full power and authority, acting alone and/or through Subservicers as provided in Section 3.02 hereof, to do or cause to be done any and all things that it may deem necessary or desirable in connection with such servicing and administration, including but not limited to, the power and authority, subject to the terms hereof (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 Mortgages (but only in the manner provided in this Agreement), (iii) to collect any Insurance Proceeds, other Liquidation Proceeds and other Recoveries and (iv) to effectuate foreclosure or other conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, provided that a Servicer shall not take any action that is inconsistent with or prejudices the interests of the Trust Fund or the Certificateholders in any Mortgage Loan or the rights and interests of the Depositor, the Trustee or the Certificateholders under this Agreement.  Each Servicer and, to the extent within its control, the Master Servicer, shall represent and protect the interests of the Trust Fund in the same manner as it protects its own interests in mortgage loans in its own portfolio in any claim, proceeding or litigation regarding a Mortgage Loan, and shall not make or permit any modification, waiver or amendment of any Mortgage Loan which would cause any REMIC hereunder to fail to qualify as a REMIC or result in the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code.  Without limiting the generality of the foregoing, each Servicer, in its own name or in the name of the Depositor and the Trustee, in such Servicer’s full discretion, is hereby authorized and empowered by the Depositor and the Trustee and granted a limited power of attorney by the Trustee, when such Servicer believes it appropriate in its reasonable judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Non-Designated Mortgage Loans, and with respect to the Mortgaged Properties-related to Non-Designated Mortgage Loans held for the benefit of the Certificateholders.  Each Servicer shall prepare and deliver to the Depositor and/or the Trustee such documents requiring execution and delivery by either or both of them as are necessary or appropriate to enable such Servicer to service and administer the Mortgage Loans to the extent that such Servicer is not permitted to execute and deliver such documents pursuant to the preceding sentence.  Upon receipt of such documents, the Depositor and/or the Trustee shall execute such documents and deliver them to such Servicer.

In accordance with the standards of the preceding paragraph, the Servicers shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans, which advances shall constitute Servicing Advances and shall be reimbursable in the first instance from related collections from the Mortgagors pursuant to Section 3.06, and further as provided in Section 3.09.  The costs incurred by a Servicer, if any, in effecting the timely payments of taxes and assessments on the Mortgaged Properties related to Non-Designated Mortgage Loans and related insurance premiums shall not, for the purpose of calculating monthly distributions to the Certificateholders, be added to the Stated Principal Balances of the related Non-Designated Mortgage Loans, notwithstanding that the terms of such Non-Designated Mortgage Loans so permit.  The parties to this Agreement acknowledge that Servicing Advances shall be reimbursable pursuant to Section 3.09 and agree that no Servicing Advances shall be rejected or disallowed by any party unless such Servicing Advance is not reimbursable under the terms of this Agreement.

With respect to the Non-Designated Mortgage Loans, the Servicer of such Mortgage Loans agrees that, with respect to the Mortgagors of such Mortgage Loans, such Servicer for each Mortgage Loan shall fully furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian and Trans Union Credit Information Company on a monthly basis.

Each Servicer hereby acknowledges that, to the extent such Servicer has previously serviced some or all of the Mortgage Loans pursuant to another servicing agreement, the provisions contained in this Agreement shall supersede the provisions contained in such other servicing agreement.

Each Servicer and the Master Servicer is authorized and empowered by the Trustee, on behalf of the Certificateholders and the Trustee, in its own name or in the name of any Subservicer, when a Servicer, the Master Servicer or any Subservicer, as the case may be, believes it appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns.

SECTION 3.02

Subservicing; Enforcement of the Obligations of Subservicers.

(a)

The Non-Designated Mortgage Loans may be subserviced by a Subservicer on behalf of the related Servicer in accordance with the servicing provisions of this Agreement, provided that the Subservicer is a FNMA-approved lender or a FHLMC seller/servicer in good standing, and no event has occurred, including but not limited to a change in insurance coverage, which would make it unable to comply with the eligibility requirements for lenders imposed by FNMA or for seller/servicer imposed by FHLMC, or which would require notification to FNMA or FHLMC.  With respect to the Non-Designated Mortgage Loans, a Servicer may perform any of its servicing responsibilities hereunder or may cause the Subservicer to perform any such servicing responsibilities on its behalf, but the use by a Servicer of a Subservicer shall not release such Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of a Subservicer as fully as if such acts and omissions were those of a Servicer.  With respect to the Non-Designated Mortgage Loans, the related Servicer shall pay all fees and expenses of any Subservicer engaged by such Servicer from its own funds.

Notwithstanding the foregoing, with respect to the Non-Designated Mortgage Loans, each Servicer shall be entitled to outsource one or more separate servicing functions to a Person (each, an “Outsourcer”) that does not meet the eligibility requirements for a Subservicer, so long as such outsourcing does not constitute the delegation of such Servicer’s obligation to perform all or substantially all of the servicing of the related Non-Designated Mortgage Loans to such Outsourcer.  In such event, the use by a Servicer of any such Outsourcer shall not release the related Servicer from any of its obligations hereunder and such Servicer shall remain responsible hereunder for all acts and omissions of such Outsourcer as fully as if such acts and omissions were those of the related Servicer, and the related Servicer shall pay all fees and expenses of the Outsourcer from such Servicer’s own funds.

(b)

With respect to any Non-Designated Mortgage Loans, the cost and expense of the related Servicer, without any right of reimbursement from the Depositor, Trustee, or the applicable Collection Account, the related Servicer shall be entitled to terminate the rights and responsibilities of its Subservicer and arrange for any servicing responsibilities to be performed by a successor Subservicer meeting the requirements set forth in Section 3.02(a); provided , however , that nothing contained herein shall be deemed to prevent or prohibit a Servicer, at the related Servicer’s option, from electing to service the related Non-Designated Mortgage Loans itself.  In the event that a Servicer’s responsibilities and duties under this Agreement are terminated pursuant to Section 7.01, and if requested to do so by the Trustee, the related Servicer shall at its own cost and expense terminate the rights and responsibilities of its Subservicer as soon as is reasonably possible.  The related Servicer shall pay all fees, expenses or penalties necessary in order to terminate the rights and responsibilities of its Subservicer from such Servicer’s own funds without any right of reimbursement from the Depositor, Trustee, or the applicable Collection Account.

(c)

Notwithstanding any of the provisions of this Agreement relating to agreements or arrangements between a Servicer and its Subservicer, a Servicer and its Outsourcer, or any reference herein to actions taken through the Subservicer, the Outsourcer, or otherwise, no Servicer shall be relieved of its obligations to the Depositor, Trustee or Certificateholders and shall be obligated to the same extent and under the same terms and conditions as if it alone were servicing and administering the related Non-Designated Mortgage Loans.  A Servicer shall be entitled to enter into an agreement with its Subservicer and Outsourcer for indemnification of such Servicer by such Subservicer or Outsourcer, as applicable, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

For purposes of this Agreement, a Servicer shall be deemed to have received any collections, recoveries or payments with respect to the related Non-Designated Mortgage Loans that are received by a related Subservicer or Outsourcer regardless of whether such payments are remitted by the Subservicer or Outsourcer to related Servicer.

Any Subservicing Agreement and any other transactions or services relating to the Non-Designated Mortgage Loans involving a Subservicer shall be deemed to be between the Subservicer and the related Servicer alone, and the Depositor, the Trustee, the other Servicer and the Master Servicer shall have no obligations, duties or liabilities with respect to a Subservicer including no obligation, duty or liability to pay a Subservicer’s fees and expenses.

SECTION 3.03

[Reserved].

SECTION 3.04

Notification of Adjustments.

With respect to each Non-Designated Mortgage Loan with an adjustable Mortgage Rate, the related Servicer shall adjust the Mortgage Rate on the related Adjustment Date in compliance with the requirements of applicable law and the related Mortgage and Mortgage Note.  The related Servicer shall execute and deliver any and all necessary notices required under applicable law and the terms of the related Mortgage Note and Mortgage regarding the Mortgage Rate adjustments.  Upon the discovery by the related Servicer or the receipt of notice from the Trustee that such Servicer has failed to adjust a Mortgage Rate in accordance with the terms of the related Mortgage Note, that Servicer shall immediately deposit in the Certificate Account from its own funds the amount of any interest loss or deferral caused the Trustee thereby.

SECTION 3.05

Trustee to Act as Servicer.

In the event that (A) a Servicer shall for any reason no longer be a Servicer hereunder (including by reason of an Event of Default, as defined in Section 7.01 herein) or (B) the Master Servicer shall for any reason no longer be Master Servicer (except as provided pursuant to Section 3.23(b)), the Trustee or its successor shall thereupon assume all of the rights and obligations of such Servicer or the Master Servicer hereunder arising thereafter (except that the Trustee shall not be (i) liable for losses of such Servicer pursuant to Section 3.10 hereof or any acts or omissions of the related predecessor Servicer or predecessor Master Servicer hereunder, (ii) obligated to make Advances if it is prohibited from doing so by applicable law, (iii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof or (iv) deemed to have made any representations and warranties of such Servicer or the Master Servicer hereunder).  Any such assumption shall be subject to Section 7.02 hereof.

A Servicer shall, upon request of the Trustee, but at the expense of such Servicer, deliver to the assuming party all documents and records relating to each Subservicing Agreement or substitute Subservicing Agreement and the Mortgage Loans then being serviced thereunder and hereunder by such Servicer and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the substitute Subservicing Agreement to the assuming party at the expense of such outgoing Servicer.

SECTION 3.06

Collection of Non-Designated Mortgage Loans; Collection Account; Certificate Account; Prefunding Account; Capitalized Interest Account.

(a)

Continuously from the date hereof until the principal and interest on all Non-Designated Mortgage Loans have been paid in full or such Non-Designated Mortgage Loans have become Liquidation Mortgage Loans, a Servicer shall proceed in accordance with the customary and usual standards of practice of prudent mortgage loan servicers to collect all payments due under each of the related Non-Designated Mortgage Loans when the same shall become due and payable to the extent consistent with this Agreement and any related Primary Insurance Policy and shall take special care with respect to Non-Designated Mortgage Loans for which a Servicer collects escrow payments in ascertaining and estimating Escrow Payments and all other charges that will become due and payable with respect to the Non-Designated Mortgage Loans and the Mortgaged Properties, to the end that the installments payable by the Mortgagors will be sufficient to pay such charges as and when they become due and payable.  Consistent with the foregoing, in connection with the Non-Designated Mortgage Loans it is directly servicing, the related Servicer may in its discretion (i) waive any late payment charge and (ii) extend the due dates for payments due on a Mortgage Note for a period not greater than 180 days; provided , however , that the related Servicer cannot extend the maturity of any such Non-Designated Mortgage Loan past the date on which the final payment is due on the latest maturing Mortgage Loan as of the Cut-off Date.  In the event of any such arrangement, the related Servicer shall make Advances on the related Non-Designated Mortgage Loan in accordance with the provisions of Section 4.01 during the scheduled period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements.  The related Servicer shall not be required to institute or join in litigation with respect to collection of any payment (whether under a Mortgage, Mortgage Note or otherwise or against any public or governmental authority with respect to a taking or condemnation) if it reasonably believes that enforcing the provision of the Mortgage or other instrument pursuant to which such payment is required is prohibited by applicable law.

(b)

Each Servicer shall segregate and hold all funds collected and received pursuant to Section 3.06(a) separate and apart from any of its own funds and general assets and shall establish and maintain one or more Collection Accounts, in the form of time deposit or demand accounts, titled “[Servicer’s name], as servicer for U.S. Bank National Association, as trustee, in trust for the Holders of Credit Suisse First Boston Mortgage Securities Corp., Home Equity Asset Trust 2004-8, Home Equity Pass-Through Certificates, Series 2004-8”, wherein the related Servicer will have access to such Collection Accounts.  Each Collection Account shall be an Eligible Account.  Any funds deposited in a Collection Account shall at all times be either invested in Eligible Investments or shall be fully insured to the full extent permitted under applicable law.  Funds deposited in a Collection Account may be drawn on by the related Servicer in accordance with Section 3.09.

(c)

With respect to the Non-Designated Mortgage Loans, each Servicer shall deposit in the applicable Collection Account on a daily basis within two (2) Business Days following receipt, and, in each case, retain therein, the following collections remitted by Subservicers or payments received by such Servicer and payments made by such Servicer subsequent to the Initial Cut-off Date (or, with respect to Subsequent Mortgage Loans, the applicable Subsequent Cut-off Dates), other than payments of principal and interest due on or before the applicable Cut-off Date:

(i)

all payments on account of principal on the related Non-Designated Mortgage Loans, including all Principal Prepayments;

(ii)

all payments on account of interest on the related Non-Designated Mortgage Loans adjusted to the per annum rate equal to the Mortgage Rate reduced by the Servicing Fee Rate;

(iii)

all Liquidation Proceeds on the related Non-Designated Mortgage Loans;

(iv)

all Insurance Proceeds on the related Non-Designated Mortgage Loans including amounts required to be deposited pursuant to Section 3.10 (other than proceeds to be held in the Escrow Account and applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with Section 3.10);

(v)

all Advances made by such Servicer pursuant to Section 4.01;

(vi)

all Substitution Adjustment Amounts and Repurchase Prices on the related Non-Designated Mortgage Loans;

(vii)

with respect to each Principal Prepayment on the related Non-Designated Mortgage Loans, the Prepayment Interest Shortfall, if any, for the Prepayment Period.  The aggregate of such deposits shall be made from the applicable Servicer’s own funds, without reimbursement therefor, up to a maximum amount per month equal to the Compensating Interest Payment, if any, for the Non-Designated Mortgage Loans serviced by that Servicer and Distribution Date;

(viii)

any amounts required to be deposited by such Servicer in respect of net monthly income from REO Property relating to Non-Designated Mortgage Loans pursuant to Section 3.12; and

(ix)

any other amounts required to be deposited hereunder.

The foregoing requirements for deposit into each Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, Ancillary Income need not be deposited by a Servicer into such Collection Account.  In addition, notwithstanding the provisions of this Section 3.06, a Servicer may deduct from amounts received by it, prior to deposit to the applicable Collection Account, any portion of any Scheduled Payment representing the Servicing Fee.  In the event that a Servicer shall remit any amount not required to be remitted, it may at any time withdraw or direct the institution maintaining the related Collection Account to withdraw such amount from such Collection Account, any provision herein to the contrary notwithstanding.  Such withdrawal or direction may be accomplished by delivering written notice thereof to the Trustee or such other institution maintaining such Collection Account which describes the amounts deposited in error in such Collection Account.  The Trustee may conclusively rely on such notice and shall have no liability in connection with the withdrawal of such funds at the direction of a Servicer.  Each Servicer shall maintain adequate records with respect to all withdrawals made by it pursuant to this Section.  All funds deposited in a Collection Account shall be held in trust for the Certificateholders until withdrawn in accordance with Section 3.09(a).

(d)

On or prior to the Closing Date, the Trustee shall establish and maintain, on behalf of the Certificateholders, the Certificate Account.  The Trustee shall, promptly upon receipt, deposit in the Certificate Account and retain therein the following:

(i)

(a) the aggregate amount remitted by the Servicers of the Non-Designated Mortgage Loans to the Trustee pursuant to Section 3.09(a)(viii); and (b) the aggregate amount remitted by each Designated Servicer to the Master Servicer pursuant to the related Designated Servicing Agreement;

(ii)

all Compensating Interest Payments and Advances remitted by the Master Servicer to the Trustee pursuant to Section 3.23(a); and

(iii)

any other amounts deposited hereunder which are required to be deposited in the Certificate Account.

In the event that a Servicer shall remit to the Trustee any amount not required to be remitted, it may at any time in writing direct the Trustee to withdraw such amount from the Certificate Account, any provision herein to the contrary notwithstanding.  Such direction may be accomplished by delivering written notice to the Trustee (upon which the Trustee may conclusively rely) which describes the amounts deposited in error in the Certificate Account.  All funds deposited in the Certificate Account shall be held by the Trustee in trust for the Certificateholders until disbursed in accordance with this Agreement or withdrawn in accordance with Section 3.09(b).  In no event shall the Trustee incur liability for withdrawals from the Certificate Account at the direction of a Servicer or the Master Servicer.

(e)

Each institution at which a Collection Account, the Prefunding Account or the Certificate Account is maintained shall either hold such funds on deposit uninvested or shall invest the funds therein in Eligible Investments as directed in writing by the related Servicer (in the case of a Collection Account) and the Depositor (in the case of the Prefunding Account) which shall mature not later than (i) in the case of a Collection Account, the Servicer Remittance Date, (ii) in the case of the Prefunding Account, the Business Day immediately preceding a Subsequent Transfer Date and (iii) in the case of the Certificate Account, the Business Day immediately preceding the Distribution Date, or on the Distribution Date with respect to Eligible Investments invested with an affiliate of the Trustee and, in each case, shall not be sold or disposed of prior to its maturity.  All such Eligible Investments shall be made in the name of the Trustee, for the benefit of the Certificateholders.  All income and gain net of any losses realized from any such balances or investment of funds on deposit in a Collection Account shall be for the benefit of the related Servicer as servicing compensation and shall be remitted to it monthly.  The amount of any net investment losses in a Collection Account shall promptly be deposited by the related Servicer in such Collection Account.  The Trustee in its fiduciary capacity shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in a Collection Account made in accordance with this Section 3.06.  All funds on deposit in the Certificate Account shall remain uninvested or may be invested by the Trustee, in its sole discretion in Eligible Investments selected by the Trustee.  All net income and gain realized from the investment of, and all earnings on, funds deposited in the Certificate Account shall be for the benefit of the Trustee and shall be available to be withdrawn pursuant to Section 3.09(b)(i).  The amount of any net investment losses in the Certificate Account shall promptly be deposited by the Trustee in the Certificate Account.  All income and gain net of any losses realized from any such balances or investment of funds on deposit in the Prefunding Account shall be for the benefit of the Depositor and shall be remitted to it monthly.  The amount of any net investment losses in the Prefunding Account shall promptly be deposited by the Depositor in the Prefunding Account.  The Trustee in its fiduciary capacity shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in a Collection Account or the Prefunding Account (other than as provided in this Section 3.06(e)) and made in accordance with this Section 3.06.

(f)

A Servicer, other than WFBNA, shall give notice to the Trustee, each Rating Agency and the Depositor of any proposed change of the location of the related Collection Account prior to any change thereof.  WFBNA shall give notice to the Trustee of any proposed change of the location of the related Collection Account prior to any change thereof; thereafter the Trustee shall give notice to each Rating Agency and the Depositor of any such proposed change by WFBNA.  The Trustee shall give notice to each Servicer, the Master Servicer, each Rating Agency and the Depositor of any proposed change of the location of the Certificate Account or the Prefunding Account prior to any change thereof.

(g)

The Trustee shall establish and maintain, on behalf of the Certificateholders, the Prefunding Account.  On the Closing Date the Depositor shall remit the Prefunded Amount to the Trustee for deposit in the Prefunding Account.  On each Subsequent Transfer Date, upon satisfaction of the conditions for such Subsequent Transfer Date set forth in Sections 2.01(d) and (e), with respect to the related Subsequent Transfer Agreement, the Trustee shall remit to the Depositor the applicable Aggregate Subsequent Transfer Amount as payment of the purchase price for the related Subsequent Mortgage Loans.

If any funds remain in the Prefunding Account on February 24, 2005, to the extent that they represent earnings on the amounts originally deposited into the Prefunding Account, the Trustee shall distribute them to the order of the Depositor.  The remaining funds shall be transferred to the Certificate Account to be included as part of principal distributions to the Certificates on the February 2005 Distribution Date.

(h)

The Trustee shall establish and maintain, on behalf of the Certificateholders, the Capitalized Interest Account.  On the Closing Date the Depositor shall remit the Capitalized Interest Deposit to the Trustee for deposit in the Capitalized Interest Account.  The Trustee shall either hold such funds on deposit uninvested or shall invest the funds therein in Eligible Investments as directed in writing by the Depositor which shall mature not later than the Business Day immediately preceding a Subsequent Transfer Date.  The amount of any net investment losses in the Capitalized Interest Account shall promptly be deposited by the Depositor in the Capitalized Interest Account.

On the Business Day prior to each of the December 2004, January 2005 and February 2005 Distribution Dates, the Trustee shall transfer from the Capitalized Interest Account to the Certificate Account an amount equal to the Capitalized Interest Requirement for such Distribution Date.  On any Subsequent Transfer Date, any Overfunded Interest Amount shall be withdrawn from the Capitalized Interest Account and paid to the Depositor.  Any funds remaining in the Capitalized Interest Account immediately after the termination of the Prefunding Period shall be paid to the Depositor.

SECTION 3.07

Establishment of and Deposits to Escrow Accounts; Permitted Withdrawals from Escrow Accounts; Payments of Taxes, Insurance and Other Charges.

(a)

To the extent required by the related Mortgage Note and not violative of current law, each Servicer shall segregate and hold all funds collected and received pursuant to a Non-Designated Mortgage Loan constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more Escrow Accounts, in the form of time deposit or demand accounts, titled, “[Servicer’s name], in trust for various mortgagors related to Credit Suisse First Boston Mortgage Securities Corp., Home Equity Asset Trust 2004-8, Home Equity Pass-Through Certificates, Series 2004-8”.  The Escrow Accounts shall be Eligible Accounts. Funds deposited in the Escrow Account may be drawn on by the related Servicer in accordance with Section 3.07(d).

(b)

Each Servicer shall deposit in its Escrow Account or Accounts on a daily basis within two Business Days of receipt and retain therein:

(i)

all Escrow Payments collected on account of the related Non-Designated Mortgage Loans, for the purpose of effecting timely payment of any such items as required under the terms of this Agreement; and

(ii)

all amounts representing Insurance Proceeds which are to be applied to the restoration or repair of any related Mortgaged Property related to a Non-Designated Mortgage Loan.

(c)

Each Servicer shall make withdrawals from the related Escrow Account only to effect such payments as are required under this Agreement, as set forth in Section 3.07(d).  Each Servicer shall be entitled to retain any interest paid on funds deposited in the related Escrow Account by the depository institution, other than interest on escrowed funds required by law to be paid to the applicable Mortgagors.  To the extent required by law, each Servicer shall pay interest on escrowed funds to the applicable Mortgagor notwithstanding that the related Escrow Account may be non-interest bearing or that interest paid thereon is insufficient for such purposes.

(d)

Withdrawals from the Escrow Account or Accounts may be made by the related Servicer only:

(i)

to effect timely payments of ground rents, taxes, assessments, water rates, mortgage insurance premiums, condominium charges, fire, hazard and flood insurance premiums or other items constituting Escrow Payments for the related Non-Designated Mortgage Loan;

(ii)

to reimburse such Servicer for any Servicing Advances made by such Servicer pursuant to Section 3.07(e) with respect to a related Non-Designated Mortgage Loan, but only from amounts received on the related Non-Designated Mortgage Loan which represent late collections of Escrow Payments thereunder;

(iii)

to refund to any Mortgagor any funds found to be in excess of the amounts required under the terms of the related Non-Designated Mortgage Loan;

(iv)

for transfer to the related Collection Account to reduce the principal balance of the related Non-Designated Mortgage Loan in accordance with the terms of the related Mortgage and Mortgage Note;

(v)

for application to restore or repair of the related Mortgaged Property related to a Non-Designated Mortgage Loan in accordance with the procedures outlined in Section 3.10(e);

(vi)

to pay to such Servicer, or any Mortgagor related to a Non-Designated Mortgage Loan to the extent required by law, any interest paid on the funds deposited in such Escrow Account;

(vii)

to remove funds inadvertently placed in the related Escrow Account by such Servicer; and

(viii)

to clear and terminate such Escrow Account on the termination of this Agreement.

(e)

With respect to each Non-Designated Mortgage Loan, the related Servicer shall maintain accurate records reflecting the status of ground rents and taxes and any other item or charge (including, without limitation, assessments, water rates or sewer rents) which may become a lien senior to the lien of the related Mortgage and the status of Primary Insurance Policy premiums and fire and hazard insurance coverage and shall obtain, from time to time, all bills for the payment of such charges (including renewal premiums) and shall effect or cause to be effected payment thereof prior to the applicable penalty or termination date.  To the extent that a Mortgage does not provide for Escrow Payments, the related Servicer shall determine that any such payments are made by the Mortgagor prior to the applicable penalty or termination date.  Each Servicer assumes full responsibility for, with respect to the Non-Designated Mortgage Loans it services, (i) the timely payment of all such bills and shall effect timely payment of all such charges irrespective of each Mortgagor’s faithful performance in the payment of same or the making of the Escrow Payments, and each such Servicer shall make Servicing Advances from its own funds to effect such payments to the extent that such Servicer, in accordance with Accepted Servicing Practices, deems such Servicing Advance recoverable, and (ii) any penalties or late charges incurred in connection with such bills; provided , however , such Servicer shall not be so obligated with respect to any Mortgage which does not provide for Escrow Payments.

SECTION 3.08

Access to Certain Documentation and Information Regarding the Mortgage Loans; Inspections.

(a)

Each Servicer and the Master Servicer shall afford the Depositor and the Trustee reasonable access to all records and documentation regarding the Mortgage Loans and all accounts, insurance information and other matters relating to this Agreement, such access being afforded without charge, but only upon reasonable request and during normal business hours at the office designated by the related Servicer or the Master Servicer, as applicable.  None of the Servicers or the Master Servicer shall be required to make copies of or ship documents to any party unless provisions have been made for the reimbursement of costs thereof.

(b)

Upon reasonable advance notice in writing for any review requiring on-site access or upon reasonable notice for