POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

You are currently viewing:

This Pooling and Servicing Agreement involves

CSFB HOME EQUITY MORTGAGE | DLJ MORTGAGE CAPITAL, INC., | WILSHIRE CREDIT CORPORATION, | INDYMAC BANK, F.S.B.,

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 4/14/2005

POOLING AND SERVICING AGREEMENT, Parties: csfb home equity mortgage , dlj mortgage capital inc. , wilshire credit corporation , indymac bank f.s.b.

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

Depositor

DLJ MORTGAGE CAPITAL, INC.,

Seller

WILSHIRE CREDIT CORPORATION,

Servicer

INDYMAC BANK, F.S.B.,

Servicer

and

JPMORGAN CHASE BANK, N.A.,

Trustee

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

POOLING AND SERVICING AGREEMENT

Dated as of March 1, 2005

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

HOME EQUITY MORTGAGE TRUST SERIES 2005-2

HOME EQUITY MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-2

<PAGE>

<TABLE>

TABLE OF CONTENTS

Page

----

ARTICLE I DEFINITIONS.............................................................................................1

SECTION 1.01 Definitions..............................................................................1

SECTION 1.02 Interest Calculations...................................................................46

SECTION 1.03 Allocation of Certain Interest Shortfalls...............................................46

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES..........................................48

SECTION 2.01 Conveyance of Mortgage Loans............................................................48

SECTION 2.02 Representations and Warranties of the Seller and Servicer...............................58

SECTION 2.03 Representations and Warranties of the Depositor as to the Mortgage Loans................60

SECTION 2.04 Delivery of Opinion of Counsel in Connection with Substitutions.........................60

SECTION 2.05 Execution and Delivery of Certificates..................................................61

SECTION 2.06 REMIC Matters...........................................................................61

SECTION 2.07 Covenants of the Servicer...............................................................62

SECTION 2.08 Conveyance of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2

and REMIC 3 by the Trustee; Issuance of Certificates....................................62

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.......................................................64

SECTION 3.01 Servicer to Service Mortgage Loans......................................................64

SECTION 3.02 Subservicing; Enforcement of the Obligations of Subservicers............................66

SECTION 3.03 [Reserved]..............................................................................68

SECTION 3.04 Trustee to Act as Servicer..............................................................68

SECTION 3.05 Collection of Mortgage Loans; Collection Accounts; Certificate Account;

Pre-Funding Account.....................................................................68

SECTION 3.06 Establishment of and Deposits to Escrow Accounts; Permitted

Withdrawals from Escrow Accounts; Payments of Taxes, Insurance

and Other Charges.......................................................................72

SECTION 3.07 Access to Certain Documentation and Information Regarding the

Mortgage Loans; Inspections.............................................................74

SECTION 3.08 Permitted Withdrawals from the Collection Accounts and Certificate Account..............74

SECTION 3.09 Maintenance of Hazard Insurance and Mortgage Impairment Insurance;

Claims; Restoration of Mortgaged Property...............................................76

SECTION 3.10 Enforcement of Due-on-Sale Clauses; Assumption Agreements...............................78

SECTION 3.11 Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans.........79

SECTION 3.12 Trustee to Cooperate; Release of Mortgage Files.........................................86

SECTION 3.13 Documents, Records and Funds in Possession of the Servicer to

be Held for the Trustee.................................................................87

SECTION 3.14 Servicing Fee...........................................................................88

SECTION 3.15 Access to Certain Documentation.........................................................88

SECTION 3.16 Annual Statement as to Compliance.......................................................88

</TABLE>

<PAGE>

<TABLE>

SECTION 3.17 Annual Independent Public Accountants' Servicing Statement; Financial Statements........89

SECTION 3.18 Maintenance of Fidelity Bond and Errors and Omissions Insurance.........................89

SECTION 3.19 Duties of the Credit Risk Manager.......................................................90

SECTION 3.20 Limitation Upon Liability of the Credit Risk Manager....................................90

SECTION 3.21 Advance Facility........................................................................91

ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE SERVICER............................................................94

SECTION 4.01 Advances by the Servicer................................................................94

SECTION 4.02 Priorities of Distribution..............................................................95

SECTION 4.03 [Reserved].............................................................................101

SECTION 4.04 [Reserved].............................................................................101

SECTION 4.05 Allocation of Realized Losses..........................................................101

SECTION 4.06 Monthly Statements to Certificateholders...............................................103

SECTION 4.07 Distributions on the REMIC 1 Regular Interests and REMIC 2 Regular Interests...........103

SECTION 4.08 [Reserved].............................................................................106

SECTION 4.09 Prepayment Charges.....................................................................106

SECTION 4.10 Servicer to Cooperate..................................................................106

ARTICLE V THE CERTIFICATES......................................................................................108

SECTION 5.01 The Certificates.......................................................................108

SECTION 5.02 Certificate Register; Registration of Transfer and Exchange of Certificates...........109

SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates......................................114

SECTION 5.04 Persons Deemed Owners..................................................................115

SECTION 5.05 Access to List of Certificateholders' Names and Addresses..............................115

SECTION 5.06 Maintenance of Office or Agency........................................................115

ARTICLE VI THE DEPOSITOR, THE SELLER AND THE SERVICER...........................................................116

SECTION 6.01 Respective Liabilities of the Depositor, the Sellers and the Servicer..................116

SECTION 6.02 Merger or Consolidation of the Depositor, the Seller or the Servicer...................116

SECTION 6.03 Limitation on Liability of the Depositor, the Seller, the Servicer and Others..........116

SECTION 6.04 Limitation on Resignation of the Servicer..............................................117

ARTICLE VII DEFAULT.............................................................................................119

SECTION 7.01 Events of Default......................................................................119

SECTION 7.02 Trustee to Act; Appointment of Successor...............................................121

SECTION 7.03 Notification to Certificateholders.....................................................123

ARTICLE VIII CONCERNING THE TRUSTEE.............................................................................124

SECTION 8.01 Duties of the Trustee..................................................................124

SECTION 8.02 Certain Matters Affecting the Trustee..................................................125

SECTION 8.03 Trustee Not Liable for Certificates or Mortgage Loans..................................126

SECTION 8.04 Trustee May Own Certificates...........................................................126

SECTION 8.05 Trustee's Fees and Expenses............................................................126

SECTION 8.06 Eligibility Requirements for the Trustee and Custodian.................................127

SECTION 8.07 Resignation and Removal of the Trustee.................................................127

SECTION 8.08 Successor Trustee......................................................................128

SECTION 8.09 Merger or Consolidation of the Trustee.................................................129

SECTION 8.10 Appointment of Co-Trustee or Separate Trustee..........................................129

</TABLE>

<PAGE>

<TABLE>

SECTION 8.11 Tax Matters............................................................................130

SECTION 8.12 Commission Reporting...................................................................133

ARTICLE IX TERMINATION..........................................................................................136

SECTION 9.01 Termination upon Liquidation or Purchase of the Mortgage Loans.........................136

SECTION 9.02 Final Distribution on the Certificates.................................................137

SECTION 9.03 Additional Termination Requirements....................................................138

ARTICLE X MISCELLANEOUS PROVISIONS..............................................................................140

SECTION 10.01 Amendment..............................................................................140

SECTION 10.02 Recordation of Agreement; Counterparts.................................................141

SECTION 10.03 Governing Law..........................................................................142

SECTION 10.04 [Reserved].............................................................................142

SECTION 10.05 Notices................................................................................142

SECTION 10.06 Severability of Provisions.............................................................143

SECTION 10.07 Assignment.............................................................................143

SECTION 10.08 Limitation on Rights of Certificateholders.............................................143

SECTION 10.09 Certificates Nonassessable and Fully Paid..............................................144

SECTION 10.10 Non-Solicitation.......................................................................144

EXHIBIT A. Form of Class A Certificates...........................................................A-1

EXHIBIT B. Form of Subordinate Certificate........................................................B-1

EXHIBIT C. Form of Residual Certificate...........................................................C-1

EXHIBIT D. Form of Notional Amount Certificate....................................................D-1

EXHIBIT E. Form of Class P Certificate............................................................E-1

EXHIBIT F. Form of Reverse Certificates...........................................................F-1

EXHIBIT G. Form of Initial Certification of Custodian.............................................G-1

EXHIBIT H. Form of Final Certification of Custodian...............................................H-1

EXHIBIT I. Transfer Affidavit.....................................................................I-1

EXHIBIT J. Form of Transferor Certificate.........................................................J-1

EXHIBIT K. Form of Investment Letter (Non-Rule 144A)..............................................K-1

EXHIBIT L. Form of Rule 144A Letter...............................................................L-1

EXHIBIT M. Request for Release....................................................................M-1

EXHIBIT N. Form of Subsequent Transfer Agreement..................................................N-1

EXHIBIT O-1. Form of Collection Account Certification.............................................O-1-1

EXHIBIT O-2. Form of Collection Account Letter Agreement..........................................O-2-1

EXHIBIT P-1. Form of Escrow Account Certification ................................................P-1-1

EXHIBIT P-2. Form of Escrow Account Letter Agreement..............................................P-2-1

EXHIBIT Q. [Reserved] ............................................................................Q-1

EXHIBIT R. Form of Custodial Agreement............................................................R-1

EXHIBIT S. [Reserved].............................................................................S-1

EXHIBIT T. Data Fields for IndyMac Serviced Loans Transferred to Wilshire.........................T-1

EXHIBIT U. Charged Off Loan Data Report...........................................................U-1

EXHIBIT V. Form of Monthly Statement to Certificateholders........................................V-1

EXHIBIT W. Form of Depositor Certification........................................................W-1

</TABLE>

iii

<PAGE>

<TABLE>

EXHIBIT X. Form of Trustee Certification..........................................................X-1

EXHIBIT Y. Form of Servicer Certification.........................................................Y-1

EXHIBIT Z. Information to be Provided by Servicer to Trustee......................................Z-1

EXHIBIT AA Form of Limited Power of Attorney.....................................................AA-1

SCHEDULE I Mortgage Loan Schedule.................................................................I-1

SCHEDULE II Seller's Representations and Warranties...............................................II-1

SCHEDULE IIIA Wilshire Representations and Warranties............................................III-A-1

SCHEDULE IIIB IndyMac Representations and Warranties.............................................III-B-1

SCHEDULE IV Representations and Warranties for the Mortgage Loans.................................IV-1

</TABLE>

<PAGE>

THIS POOLING AND SERVICING AGREEMENT, dated as of March 1,

2005, among CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., a Delaware

corporation, as depositor (the "Depositor"), DLJ MORTGAGE CAPITAL, INC., a

Delaware corporation, as Seller (the "Seller"), WILSHIRE CREDIT CORPORATION, a

Nevada corporation, as servicer (a "Servicer" or "Wilshire"), INDYMAC BANK,

F.S.B., a federal savings bank, as servicer (a "Servicer" or "IndyMac", and

together with Wilshire, the "Servicers") and JPMORGAN CHASE BANK, NATIONAL

ASSOCIATION, a national banking association organized under the laws of the

United States, as trustee (the "Trustee").

WITNESSETH THAT

In consideration of the mutual agreements herein contained,

the parties hereto agree as follows:

PRELIMINARY STATEMENT

The Depositor intends to sell pass-through certificates

(collectively, the "Certificates"), to be issued hereunder in multiple classes,

which in the aggregate will evidence the entire beneficial ownership interest in

the Trust Fund created hereunder. The Certificates will consist of twenty

classes of certificates, designated as (i) the Class A-1 Certificates, (ii) the

Class A-2 Certificates, (iii) the Class A-3 Certificates, (iv) the Class M-1

Certificates, (v) the Class M-2 Certificates, (vi) the Class M-3 Certificates,

(vii) the Class M-4 Certificates, (viii) the Class M-5 Certificates, (ix) the

Class M-6 Certificates, (x) the Class M-7 Certificates, (xi) the Class M-8

Certificates, (xii) the Class M-9 Certificates, (xiii) the Class B-1

Certificates, (xiv) the Class B-2 Certificates, (xv) the Class P Certificates,

(xvi) the Class X-1 Certificates, (xvii) the Class X-2 Certificates, (xviii) the

Class X-S Certificates, (xix) the Class A-R Certificates and (xx) the Class A-RL

Certificates.

REMIC 1

-------

As provided herein, the Trustee will make an election to treat the segregated

pool of assets consisting of the Mortgage Loans and certain other related assets

subject to this Agreement (exclusive of the Pre-Funding Account) as a real

estate mortgage investment conduit (a "REMIC") for federal income tax purposes,

and such segregated pool of assets will be designated as "REMIC 1." The Class

A-RL Certificates will represent the sole class of "residual interests" in REMIC

1 for purposes of the REMIC Provisions (as defined herein) under federal income

tax law. The following table irrevocably sets forth the designation, the

Uncertificated REMIC 1 Pass-Through Rate and the initial Uncertificated

Principal Balance for each of the "regular interests" in REMIC 1 (the "REMIC 1

Regular Interests"). None of the REMIC 1 Regular Interests will be certificated.

The latest possible maturity date (determined for purposes of satisfying

Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC 1 Regular

Interests will be the Latest Possible Maturity Date as defined herein.

<PAGE>

UNCERTIFICATED REMIC 1 INITIAL UNCERTIFICATED

DESIGNATION PASS-THROUGH RATE BALANCE

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

LTI-1 Variable(1) $448,974,559.38

LTI-PF Variable(1) $ 31,025,440.62

LTI-S Variable(1) (2)

LTI-P Variable(1) $ 100.00

LTI-R Variable(1) $ 100.00

----------

(1) Calculated as provided in the definition of Uncertificated REMIC 1

Pass-Through Rate.

(2) REMIC 1 Regular Interest LTI-S will not have an Uncertificated

Principal Balance but will accrue interest on its uncertificated

notional amount calculated in accordance with the definition of

"Uncertificated Notional Amount" herein.

REMIC 2

-------

As provided herein, an election will be made to treat the

segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC

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

designated as REMIC 2. The Class R-2 Interest will represent the sole class of

"residual interests" in REMIC 2 for purposes of the REMIC Provisions under

federal income tax law (the "Class R-2 Interest"). The following table

irrevocably sets forth the designation, Uncertificated REMIC 2 Pass-Through Rate

and initial Principal Balance for each of the "regular interests" in REMIC 2

(the "REMIC 2 Regular Interests"). None of the REMIC 2 Regular Interests will be

certificated. The latest possible maturity date (determined for purposes of

satisfying Treasury regulation Section 1.860G-1(a)(4)(iii)) of each of the REMIC

2 Regular Interests will be the Latest Possible Maturity Date as defined herein.

UNCERTIFICATED REMIC 2 INITIAL UNCERTIFICATED

DESIGNATION PASS-THROUGH RATE BALANCE

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

MTI-AA Variable(1) $ 470,400,000.00

MTI-A-1 Variable(1) $ 902,000.00

MTI-A-2 Variable(1) $ 1,970,000.00

MTI-A-3 Variable(1) $ 656,000.00

MTI-M-1 Variable(1) $ 271,200.00

MTI-M-2 Variable(1) $ 136,800.00

MTI-M-3 Variable(1) $ 115,200.00

MTI-M-4 Variable(1) $ 117,600.00

MTI-M-5 Variable(1) $ 115,200.00

<PAGE>

MTI-M-6 Variable(1) $ 108,000.00

MTI-M-7 Variable(1) $ 108,000.00

MTI-M-8 Variable(1) $ 108,000.00

MTI-M-9 Variable(1) $ 76,800.00

MTI-B-1 Variable(1) $ 79,200.00

MTI-B-2 Variable(1) $ 36,000.00

MTI-ZZ Variable(1) $ 4,800,000.00

MTI-P Variable(1) $ 100.00

MTI-R Variable(1) $ 100.00

MTI-S (2) (3)

----------

(1) Calculated as provided in the definition of Uncertificated REMIC 2

Pass-Through Rate.

(2) REMIC 2 Regular Interest MTI-S will not have an Uncertificated REMIC 2

Pass-Through Rate, but will be entitled to 100% of the amounts

distributed on REMIC 1 Regular Interest LTI-S.

(3) REMIC 2 Regular Interest MTI-S will not have an Uncertificated

Principal Balance, but will have an Uncertificated Notional Amount

equal to the Uncertificated Notional Amount of REMIC 1 Regular Interest

LTI-S.

REMIC 3

-------

As provided herein, an election will be made to treat the

segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC

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

designated as REMIC 3. The Class R-3 Interest will represent the sole class of

"residual interests" in REMIC 3 for purposes of the REMIC Provisions under

federal income tax law (the "Class R-3 Interest"). The following table

irrevocably sets forth the designation, Pass-Through Rate, aggregate Initial

Certificate Principal Balance and minimum denominations for each Class of

Certificates comprising the interests representing "regular interests" in REMIC

3, and the Class A-R Certificates, Class A-RL Certificates and Class X-2

Certificates which are not "regular interests" in REMIC 3. The latest possible

maturity date (determined solely for purposes of satisfying Treasury regulation

Section 1.860G-1(a)(4)(iii)) of each of the Regular Certificates will be the

Latest Possible Maturity Date as defined herein.

<PAGE>

<TABLE>

==========================================================================================

CLASS INTEGRAL MULTIPLES

CERTIFICATE MINIMUM IN EXCESS

BALANCE PASS-THROUGH RATE DENOMINATION OF MINIMUM

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

Class A-1 $ 90,200,000 Adjustable(1) $ 25,000 $1

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

Class A-2 $ 197,000,000 Adjustable(1) $ 25,000 $1

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

Class A-3 $ 65,600,000 Adjustable(1) $ 25,000 $1

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

Class P $ 100 Variable(2) $ 100 N/A

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

Class A-R $ 100 Variable(2) $ 100 N/A

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

Class A-RL $ 100 Variable(2) $ 100 N/A

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

Class M-1 $ 27,120,000 Adjustable(1) $ 25,000 $1

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

Class M-2 $ 13,680,000 Adjustable(1) $ 25,000 $1

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

Class M-3 $ 11,520,000 Adjustable(1) $ 25,000 $1

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

Class M-4 $ 11,760,000 Adjustable(1) $ 25,000 $1

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

Class M-5 $ 11,520,000 Adjustable(1) $ 25,000 $1

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

Class M-6 $ 10,800,000 Adjustable(1) $ 25,000 $1

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

Class M-7 $ 10,800,000 Adjustable(1) $ 25,000 $1

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

Class M-8 $ 10,800,000 Adjustable(1) $ 25,000 $1

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

Class M-9 $ 7,680,000 Adjustable(1) $ 25,000 $1

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

Class B-1 $ 7,920,000 7.000%(3) $ 25,000 $1

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

Class B-2 $ 3,600,000 7.000%(3) $ 25,000 $1

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

Class X-1 $ 0 Variable(4)(5) 100% $1

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

Class X-2 $ 0 0.00% N/A N/A

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

Class X-S $ 0 (6) Variable(7) 100% $1

==========================================================================================

</TABLE>

----------

(1) The Class A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class M-3,

Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9

Certificates have an adjustable rate and will receive interest pursuant

to formulas based on LIBOR, subject to the Net Funds Cap.

(2) The initial pass-through rates on the Class P, Class A-R and Class A-RL

Certificates will be approximately 9.65% per annum which is equal to

the weighted average of the Net Mortgage Rates on the Initial Mortgage

Loans and will vary after the first Distribution Date.

(3) The Class B-1 Certificates and Class B-2 Certificates have a fixed rate

subject to the Net Funds Cap. The fixed rate will increase by 0.50% per

annum after the Optional Termination Date.

(4) The Class X-1 Certificates will have an initial principal balance of

$0.00 and will accrue interest on its notional amount. For any

Distribution Date, the notional amount of the Class X-1 Certificates

will be equal to the Aggregate Collateral Balance minus the aggregate

Class Certificate Balance of the Class A-R, Class A-RL and Class P

Certificates immediately prior to such Distribution Date. The initial

notional amount of the Class X-1 Certificates is $480,000,000.

(5) The Class X-1 Certificates are variable rate and will accrue interest

on a notional amount.

<PAGE>

(6) For federal income tax purposes, the Class X-S Certificates will not

have a Class Principal Balance, but will have a notional amount equal

to the Uncertificated Notional Amount of REMIC 2 Regular Interest

MTI-S.

(7) The Class X-S Certificates are an interest only Class and for each

Distribution Date the Class X-S Certificates shall receive the

aggregate Excess Servicing Fee. For federal income tax purposes, the

Class X-S Certificates will not have a Pass-Through Rate, but will be

entitled to 100% of the amounts distributed on REMIC 2 Regular Interest

MTI-S.

Set forth below are designations of Classes of Certificates to

the categories used herein:

<TABLE>

<S> <C>

Book-Entry Certificates.......................... All Classes of Certificates other than the Physical Certificates.

ERISA-Restricted Certificates.................... Class A-R, Class A-RL, Class P and Class X Certificates.

LIBOR Certificates............................... Class A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class

M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9

Certificates.

Notional Amount Certificates..................... Class X-1 Certificates and Class X-S Certificates.

Class A Certificates............................. Class A-1, Class A-2, Class A-3, Class A-R and Class A-RL Certificates.

Class B Certificates............................. Class B-1 Certificates and Class B-2 Certificates

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

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

Offered Certificates............................. All Classes of Certificates (other than the Class B, Class P

Certificates and Class X Certificates).

Physical Certificates............................ Class A-R, Class A-RL, Class P, Class B and Class X Certificates.

Private Certificates............................. Class B, Class P and Class X Certificates.

Rating Agencies.................................. Fitch and Moody's.

Regular Certificates............................. All Classes of Certificates other than the Class A-R, Class A-RL and

Class X-2 Certificates.

</TABLE>

<PAGE>

<TABLE>

<S> <C>

Residual Certificates............................ Class A-R Certificates and Class A-RL Certificates.

Senior Certificates.............................. Class A-1, Class A-2, Class A-3, Class P, Class A-R and Class A-RL Certificates.

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

M-7, Class M-8, Class M-9, Class B-1, Class B-2 and Class X-1

Certificates.

Minimum Denominations............................ Class A-1, Class A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class

M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1

and Class B-2 Certificates: $25,000 and multiples of $1 in excess

thereof.

Class A-R, Class A-RL and Class P Certificates: $100. The Class X-1

Certificates will be issued as a single Certificate with a Certificate

Principal Balance of $0.00. The Class X-2 Certificates will be issued

as a single Certificate and will not have a principal balance. The

Class X-S Certificates will be issued as a single Certificate with an

initial Notional Amount of $333,132,042.59.

</TABLE>

<PAGE>

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:

Accepted Servicing Practices: With respect to any Mortgage

Loan, those mortgage servicing practices of prudent mortgage lending

institutions which service mortgage loans of the same type as such Mortgage Loan

in the jurisdiction where the related Mortgaged Property is located.

Advance: The payment required to be made by a Servicer with

respect to any Distribution Date pursuant to Section 4.01.

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 Pre-Funding Account.

Aggregate Loan Balance: As of any Distribution Date will be

equal to the aggregate of the Stated Principal Balances of the Mortgage Loans

determined as of the last day of the related Collection Period.

Aggregate Subsequent Transfer Amount: With respect to any

Subsequent Transfer Date, the aggregate Stated Principal Balance 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(b); PROVIDED, HOWEVER, that such amount shall

not exceed the amount on deposit in the Pre-Funding 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 and Prepayment Charges, 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.

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

the Mortgage Loans during the Due Period for such Distribution Date and payments

of principal on such Distribution Date over (ii) the Aggregate Collateral

Balance for such Distribution Date.

<PAGE>

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 Agreement: An assignment agreement between DLJ

Mortgage Capital, Inc. as Seller and the Depositor, whereby the Mortgage Loans

are transferred and limited representations and warranties relating to the

Mortgage Loans are made.

Assignment of Mortgage: An assignment of the Mortgage, notice

of transfer or equivalent instrument in recordable form (except for the omission

of the name of the assignee if such Mortgage is endorsed in blank), sufficient

under the laws of the jurisdiction wherein the related Mortgaged Property is

located to reflect the transfer of the Mortgage to the Trustee for the benefit

of the Certificateholders.

Auction Purchaser: As defined in Section 9.01.

Auction Date: As defined in Section 9.01.

Available Funds: With respect to any Distribution Date the sum

of (i) all Scheduled Payments (net of the related Expense Fees (other than the

Excess Servicing Fee)) due on the Due Date in the month in which such

Distribution Date occurs and received prior to the related Determination Date,

together with any Advances in respect thereof required pursuant to Section 4.01;

(ii) all Insurance Proceeds, Liquidation Proceeds and Net Recoveries received

during the month preceding the month of such Distribution Date; (iii) all

Curtailments and Payoffs received during the Prepayment Period applicable to

such Distribution Date (excluding Prepayment Charges); (iv) amounts received

with respect to such Distribution Date as the Substitution Adjustment Amount or

Repurchase Price; (v) Compensating Interest Payments for such Distribution Date

and (vi) with respect to the Distribution Date in June 2005, the amount

remaining in the Pre-Funding Account at the end of the Pre-Funding Period; as to

clauses (i) through (iv) above, reduced by amounts in reimbursement for Advances

previously made and other amounts as to which the Servicers are entitled to be

reimbursed pursuant to Section 3.08.

Bankruptcy Code: The United States Bankruptcy Reform Act of

1978, as amended.

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, or the states in

which any Servicer's servicing operations are located, or savings and loan

institutions in the States of Illinois, California, Texas, Oregon, New Jersey or

Florida is located are authorized or obligated by law or executive order to be

closed.

Carryforward Interest: For any Class of Certificates and any

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

<PAGE>

previous Distribution Dates exceeds (y) the amount paid in respect of interest

on such Class on such immediately preceding Distribution Date, and (2) interest

on such amount for the related Interest Accrual Period at the applicable

Pass-Through Rate.

Certificate: Any one of the Certificates executed by the

Trustee in substantially the forms attached hereto as exhibits.

Certificates: As specified in the Preliminary Statement.

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 3.05, 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.

Funds in the Certificate Account may (i) be held uninvested without liability

for interest or compensation thereon or (ii) be invested at the direction of the

Trustee in Eligible Investments and reinvestment earnings thereon (net of

investment losses) shall be paid to the Trustee. Funds deposited in the

Certificate Account (exclusive of the Trustee Fee and other amounts permitted to

be withdrawn pursuant to Section 3.08) shall be held in trust for the

Certificateholders.

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

the sum of (i) all distributions of principal previously made with respect

thereto and (ii) all Realized Losses allocated thereto and, in the case of any

Subordinate Certificates, all other reductions in Certificate Balance previously

allocated thereto pursuant to Section 4.05.

Certificate Margin: As to each Class of LIBOR Certificates,

the applicable amount set forth below:

CLASS CERTIFICATE MARGIN

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

(1) (2)

A-1 0.180% 0.360%

A-2 0.120% 0.240%

A-3 0.220% 0.440%

M-1 0.420% 0.630%

M-2 0.450% 0.675%

M-3 0.480% 0.720%

M-4 0.630% 0.945%

M-5 0.680% 1.020%

<PAGE>

M-6 0.760% 1.140%

M-7 1.180% 1.680%

M-8 1.280% 1.780%

M-9 1.900% 2.400%

----------

(1) On or prior to the Optional Termination Date.

(2) After 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.

Charged Off Loan: With respect to any Distribution Date, a

defaulted Mortgage Loan that has not yet been liquidated, giving rise to a

Realized Loss, on the date on which the related Servicer determines, pursuant to

the procedures set forth in Section 3.11, that there will be (i) no Significant

Net Recoveries with respect to such Mortgage Loan or (ii) the potential Net

Recoveries are anticipated to be an amount, determined by the related Servicer

in its good faith judgment and in light of other mitigating circumstances, that

is insufficient to warrant proceeding through foreclosure or other liquidation

of the related Mortgaged Property.

Class: All Certificates bearing the same class designation as

set forth in the Preliminary Statement.

Class A-R Certificates: The Class A-R Certificates represents

beneficial ownership of the Class R-2 Interest and Class R-3 Interest.

Class A-RL Certificates: The sole class of residual interests

in REMIC 1.

Class A-1 Pass-Through Rate: With respect to the initial

Interest Accrual Period, based on a LIBOR determination date of March 24, 2005,

3.03% per annum. With respect to any

<PAGE>

Interest Accrual Period thereafter, will be a per annum rate equal to the lesser

of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net

Funds Cap.

Class A-2 Pass-Through Rate: With respect to the initial

Interest Accrual Period, based on a LIBOR determination date of March 24, 2005,

2.97% per annum. With respect to any Interest Accrual Period thereafter, will be

a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related

Certificate Margin and (ii) the Net Funds Cap.

Class A-3 Pass-Through Rate: With respect to the initial

Interest Accrual Period, based on a LIBOR determination date of March 24, 2005,

3.07% per annum. With respect to any Interest Accrual Period thereafter, will be

a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related

Certificate Margin and (ii) the Net Funds Cap.

Class A-R Pass-Through Rate: With respect to the Distribution

Date in April 2005, May 2005 or June 2005, a per annum rate equal to the Initial

Mortgage Loan Net WAC Rate, and with respect to any Distribution Date

thereafter, a per annum rate equal to the Net Funds Cap.

Class A-RL Pass-Through Rate: With respect to the Distribution

Date in April 2005, May 2005 or June 2005, a per annum rate equal to the Initial

Mortgage Loan Net WAC Rate, and with respect to any Distribution Date

thereafter, a per annum rate equal to the Net Funds Cap.

Class B-1 Pass-Through Rate: With respect to the initial

Interest Accrual Period (a) on or prior to the Optional Termination Date, the

lesser of (i) 7.000% per annum and (ii) the Net Funds Cap, and (b) after the

Optional Termination Date, the lesser of (i) 7.500% per annum and (ii) the Net

Funds Cap.

Class B-1 Principal Payment Amount: For any Distribution Date

on or after the Stepdown Date and as long as a Trigger Event is not in effect

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 Class A-1, Class

A-2, Class A-3, Class P, Class A-R, Class A-RL, Class M-1, Class M-2, Class M-3,

Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9

Certificates, in 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) 88.30% 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.

Class B-2 Pass-Through Rate: With respect to the initial

Interest Accrual Period (a) on or prior to the Optional Termination Date, the

lesser of (i) 7.000% per annum and (ii) the Net Funds Cap, and (b) after the

Optional Termination Date, the lesser of (i) 7.500% per annum and (ii) the Net

Funds Cap.

<PAGE>

Class B-2 Principal Payment Amount: For any Distribution Date

on or after the Stepdown Date and as long as a Trigger Event is not in effect

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 Class A-1, Class

A-2, Class A-3, Class P, Class A-R, Class A-RL, Class M-1, Class M-2, Class M-3,

Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9 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) 89.80% 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.

Class M-1 Pass-Through Rate: With respect to the initial

Interest Accrual Period, based on a LIBOR determination date of March 24, 2005,

3.27% per annum. With respect to any Interest Accrual Period thereafter, will be

a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related

Certificate Margin and (ii) the Net Funds Cap.

Class M-1 Principal Payment Amount: For any Distribution Date

on or after the Stepdown Date and as long as a Trigger Event is not in effect

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 Class A-1, Class

A-2, Class A-3, Class P, Class A-R and Class A-RL 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) 48.10% 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.

Class M-2 Pass-Through Rate: With respect to the initial

Interest Accrual Period, based on a LIBOR determination date of March 24, 2005,

3.30% per annum. With respect to any Interest Accrual Period thereafter, will be

a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related

Certificate Margin and (ii) the Net Funds Cap.

Class 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 Balance of the Class A-1, Class

A-2, Class A-3, Class P, Class A-R, Class A-RL and 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) 53.80%

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.

Class M-3 Pass-Through Rate: With respect to the initial

Interest Accrual Period, based on a LIBOR determination date of March 24, 2005,

3.33% per annum. With respect to any

<PAGE>

Interest Accrual Period thereafter, will be a per annum rate equal to the lesser

of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Net

Funds Cap.

Class 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 Balance of the Class A-1, Class

A-2, Class A-3, Class P, Class A-R, Class A-RL, Class M-1 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) 58.60% 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 Cut-off Date.

Class M-4 Pass-Through Rate: With respect to the initial

Interest Accrual Period, based on a LIBOR determination date of March 24, 2005,

3.48% per annum. With respect to any Interest Accrual Period thereafter, will be

a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related

Certificate Margin and (ii) the Net Funds Cap.

Class 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 Balance of the Class A-1, Class

A-2, Class A-3, Class P, Class A-R, Class A-RL, Class M-1, Class M-2 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) 63.50% 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.

Class M-5 Pass-Through Rate: With respect to the initial

Interest Accrual Period, based on a LIBOR determination date of March 24, 2005,

3.53% per annum. With respect to any Interest Accrual Period thereafter, will be

a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related

Certificate Margin and (ii) the Net Funds Cap.

Class 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 Balance of the Class A-1, Class

A-2, Class A-3, Class P, Class A-R, Class A-RL, Class M-1, Class M-2, Class M-3

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) 68.30% 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.

<PAGE>

Class M-6 Pass-Through Rate: With respect to the initial

Interest Accrual Period, based on a LIBOR determination date of March 24, 2005,

3.61% per annum. With respect to any Interest Accrual Period thereafter, will be

a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related

Certificate Margin and (ii) the Net Funds Cap.

Class 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 Balance of the Class A-1, Class

A-2, Class A-3, Class P, Class A-R, Class A-RL, Class M-1, Class M-2, Class M-3,

Class M-4 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) 72.80% 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.

Class M-7 Pass-Through Rate: With respect to the initial

Interest Accrual Period, based on a LIBOR determination date of March 24, 2005,

4.03% per annum. With respect to any Interest Accrual Period thereafter, will be

a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related

Certificate Margin and (ii) the Net Funds Cap.

Class M-7 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 Class A-1, Class

A-2, Class A-3, Class P, Class A-R, Class A-RL, Class M-1, Class M-2, Class M-3,

Class M-4, Class M-5 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 M-7 Certificates immediately prior to such Distribution

Date exceeds (y) the lesser of (A) the product of (i) 77.30% 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.

Class M-8 Pass-Through Rate: With respect to the initial

Interest Accrual Period, based on a LIBOR determination date of March 24, 2005,

4.13% per annum. With respect to any Interest Accrual Period thereafter, will be

a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related

Certificate Margin and (ii) the Net Funds Cap.

Class M-8 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 Class A-1, Class

A-2, Class A-3, Class P, Class A-R, Class A-RL, Class M-1, Class M-2, Class M-3,

Class M-4, Class M-5, Class M-6 and Class M-7 Certificates, in each case, after

giving effect to payments on such Distribution Date and (ii) the Class Principal

Balance of the Class M-8 Certificates immediately prior to such Distribution

Date exceeds (y) the lesser of (A) the product of (i) 81.80% and (ii) the

Aggregate Collateral Balance for such

<PAGE>

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.

Class M-9 Pass-Through Rate: With respect to the initial

Interest Accrual Period, based on a LIBOR determination date of March 24, 2005,

4.75% per annum. With respect to any Interest Accrual Period thereafter, will be

a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related

Certificate Margin and (ii) the Net Funds Cap.

Class M-9 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 Class A-1, Class

A-2, Class A-3, Class P, Class A-R, Class A-RL, Class M-1, Class M-2, Class M-3,

Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates, in each

case, after giving effect to payments on such Distribution Date and (ii) the

Class Principal Balance of the Class M-9 Certificates immediately prior to such

Distribution Date exceeds (y) the lesser of (A) the product of (i) 85.00% 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.

Class X-1 Distributable Amount: With respect to any

Distribution Date, the amount of interest accrued during the related Interest

Accrual Period at the related Pass-Through Rate on the Class X-1 Notional Amount

for such Distribution Date.

Class X-1 Notional Amount: Immediately prior to any

Distribution Date, with respect to the Class X-1 Certificates, an amount equal

to the aggregate of the Uncertificated Principal Balances of the REMIC 2 Regular

Interests (other than REMIC 2 Regular Interests MTI-P and MTI-R).

Class X-S Notional Amount: Immediately prior to any

Distribution Date, with respect to the Class X-S Certificates, an amount equal

to the Stated Principal Balance of the Wilshire Serviced Loans as of the Due

Date in the month of such Distribution Date (prior to giving effect to any

Scheduled Payments due on such Mortgage Loans on such Due Date). For federal

income tax purposes, however, the Class X-S Notional Amount will equal the

Uncertificated Notional Amount of REMIC 2 Regular Interest MTI-S.

Class P Pass-Through Rate: With respect to the Class P

Certificates and the Distribution Dates for April 2005, May 2005 and June 2005 a

per annum rate equal to the Initial Mortgage Loan Net WAC Rate, and with respect

to any Distribution Date thereafter, a per annum rate equal to the Net Funds

Cap. For federal income tax purposes, however, with respect to any Distribution

Date, the Class P Certificates will be entitled to 100% of the interest accrued

on REMIC 2 Regular Interest MTI-P.

<PAGE>

Class Principal Balance: With respect to any Class and as to

any date of determination, the aggregate of the Certificate Balances of all

Certificates of such Class as of such date plus, in the case of any Subordinate

Certificates, any increase in the Class Principal Balance of such Class pursuant

to Section 4.02(vii) due to the receipt of Net Recoveries.

Class R-2 Interest: The sole class of residual interests in

REMIC 2.

Class R-3 Interest: The sole class of residual interests in

REMIC 3.

Closing Date: March 30, 2005.

Code: The Internal Revenue Code of 1986, as the same may be

amended from time to time (or any successor statute thereto).

Collection Accounts: The accounts established and maintained

by a Servicer in accordance with Section 3.05.

Collection Period: With respect to any Distribution Date, the

period from the second day of the month immediately preceding such Distribution

Date to and including the first day of the month of such Distribution Date.

Combined Loan-to-Value Ratio: With respect to any Mortgage

Loan and as of any date of determination, the fraction (expressed as a

percentage) the numerator of which is the sum of (i) original principal balance

of the related Mortgage Loan at such date of determination and (ii) the unpaid

principal balance of the related First Mortgage Loan as of the date of

origination of that Mortgage Loan and the denominator of which is (a) with

respect to a refinanced Mortgage Loan, the Appraised Value of the related

Mortgaged Property at origination and (b) with respect to all other Mortgage

Loans, the lesser of (i) the Appraised Value of the related Mortgage Property at

origination and (ii) the purchase price of the related Mortgaged Property.

Compensating Interest Payment: For any Distribution Date, an

amount to be paid by the applicable Servicer for such Distribution Date, equal

to the lesser of (i) an amount equal to 0.25% per annum on the aggregate Stated

Principal Balance of the related Mortgage Loans otherwise payable to the related

Servicer on such Distribution Date (prior to giving effect to any Scheduled

Payments due on the Mortgage Loans on such Due Date) and (ii) the aggregate

Prepayment Interest Shortfall for the Mortgage Loans being serviced by the

related Servicer relating to Principal Prepayments received during the related

Prepayment Period.

Corporate Trust Office: The designated office of the Trustee

in the State of New York 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 4 New York Plaza, 6th

Floor, New York, New York 10004-2477, Attention: Institutional Trust

Services/Global Debt: Home Equity Mortgage Trust-2005-2.

<PAGE>

Corresponding Certificate: With respect to (i) REMIC 2 Regular

Interest MTI-P, (ii) REMIC 2 Regular Interest MTI-R, (iii) REMIC 2 Regular

Interest MTI-A-1, (iv) REMIC 2 Regular Interest MTI-A-2, (v) REMIC 2 Regular

Interest MTI-A-3, (vi) REMIC 2 Regular Interest MTI-M-1, (vii) REMIC 2 Regular

Interest MTI-M-2, (viii) REMIC 2 Regular Interest MTI-M-3, (ix) REMIC 2 Regular

Interest MTI-M-4, (x) REMIC 2 Regular Interest MTI-M-5, (xi) REMIC 2 Regular

Interest MTI-M-6, (xii) REMIC 2 Regular Interest MTI-M-7, (xiii) REMIC 2 Regular

Interest MTI-M-8, (xiv) REMIC 2 Regular Interest MTI-M-9, (xv) REMIC 2 Regular

Interest MTI-B-1, (xvi) REMIC 2 Regular Interest MTI-B-2 and (xvii) REMIC 2

Regular Interest MTI-S, the (i) Class P Certificates, (ii) Class A-R

Certificates, (iii) Class A-1 Certificates, (iv) Class A-2 Certificates, (v)

Class A-3 Certificates, (vi) Class M-1 Certificates, (vii) Class M-2

Certificates, (viii) Class M-3 Certificates, (ix) Class M-4 Certificates, (x)

Class M-5 Certificates, (xi) Class M-6 Certificates, (xii) Class M-7

Certificates, (xiii) Class M-8 Certificates, (xiv) Class M-9 Certificates, (xv)

Class B-1 Certificates, (xvi) Class B-2 Certificates and (xvii) Class X-S

Certificates, respectively.

Corresponding Uncertificated Interest: With respect to (i)

REMIC 1 Regular Interest LTI-P and (ii) REMIC 1 Regular Interest LTI-R, (i)

REMIC 2 Regular Interest MTI-P and (ii) REMIC 2 Regular Interest MTI-R,

respectively.

Credit Risk Manager: The Murrayhill Company, a Colorado

corporation.

Credit Risk Management Agreement: Either of the agreements

between Wilshire or IndyMac and the Credit Risk Manager dated as of March 30,

2005.

Credit Risk Manager Fee: As to each Mortgage Loan and any

Distribution Date, an amount equal to one month's interest at the Credit Risk

Manager 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).

Credit Risk Manager Fee Rate: .0175% per annum.

CSFB: Credit Suisse First Boston LLC, a Delaware limited

liability company, and its successors and assigns.

Cumulative Loss Event: For any Distribution Date, a Cumulative

Loss Event is occurring if Cumulative Net Realized Losses on the Mortgage Loans

equal or exceed the percentage of the Aggregate Collateral Balance as of the

Cut-off Date for that Distribution Date as specified below:

<TABLE>

DISTRIBUTION DATE PERCENTAGE OF AGGREGATE COLLATERAL BALANCE

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

<S> <C>

April 2005 - March 2008................ N.A.

April 2008 - March 2009................ 4.00% for the first month, plus an additional 1/12th of 2.75% for each

month thereafter

</TABLE>

<PAGE>

<TABLE>

<S> <C>

April 2009 - March 2010................ 6.75% for the first month, plus an additional 1/12th of 1.25% for each

month thereafter

April 2010 - March 2011................ 8.00% for the first month, plus an additional 1/12th of 0.85% for each

month thereafter

April 2011 and thereafter.............. 8.85%

</TABLE>

Cumulative Net Realized Losses: As to any date of

determination the aggregate amount of Realized Losses as reduced by any Net

Recoveries received on Charged Off Loans.

Current Interest: For any Class of Certificates and

Distribution Date, the amount of interest accruing at the applicable

Pass-Through Rate on the related Class Principal Balance, or Notional Amount, as

applicable, of such Class during the related Interest 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(b)(i)A-M without regard to this proviso, then the Current Interest on each

such 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 the lesser of

(i) the amount of the deficiency described above in this proviso and (ii) the

related Interest Shortfall 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.

Custodial Agreement: The agreement, among the Trustee, the

Custodian and the Depositor providing for the safekeeping of any documents or

instruments referred to in Section 2.01 on behalf of the Certificateholders,

attached hereto as Exhibit R.

Custodian: LaSalle Bank National Association, a national

banking association, or any successor custodian appointed pursuant to the terms

of the Custodial Agreement. Each Custodian so appointed shall act as agent on

behalf of the Trustee, and shall be compensated by the Depositor. The Trustee

shall remain at all times responsible under the terms of this Agreement,

notwithstanding the fact that certain duties have been assigned to a Custodian.

Cut-off Date: For any Mortgage Loan, other than a Subsequent

Mortgage Loan, March 1, 2005. For any Subsequent Mortgage Loan, the applicable

Subsequent Transfer 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 Class M Certificates or

Class B Certificates and any Distribution Date, will equal the amount by which

(x) the aggregate of the Applied Loss

<PAGE>

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) the amount of the increase in the related Class

Principal Balance due to the receipt of Net Recoveries as provided in Section

4.02(vii).

Definitive Certificates: 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.

Delinquency Rate: For any month, a 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 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(3) 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.

Determination Date: As to any Distribution Date, the second

Business Day immediately following the 15th day of the month of such

Distribution Date.

Distribution Date: The 25th day of each month or if such day

is not a Business Day, the first Business Day thereafter, commencing in April

2005.

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

its successors and assigns.

Due Date: With respect to any Distribution Date and any

Mortgage Loan, the day during the related Due Period on which the Scheduled

Payment is due.

<PAGE>

Due Period: With respect to each Distribution Date, the period

commencing on the second day of the month preceding the month of the

Distribution Date and ending on the first day of the month of the Distribution

Date.

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 Moody's and Fitch in its highest short-term rating category

and by S&P at least "A-1+", 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, in a manner acceptable to the Trustee and the Rating

Agencies. Eligible Accounts may bear interest.

Eligible Investments: Any one or more of the obligations and

securities listed below which investment provides for a date of maturity not

later than the Determination Date in each month:

(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; Freddie Mac, Fannie Mae, the Federal Home Loan Banks or any

agency or instrumentality of the United States of America rated AA or

higher by the Rating Agencies;

(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 one of two of the highest ratings by each of the Rating

Agencies, 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 of the

Rating Agencies;

(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

<PAGE>

trust company (acting as a principal) rated "A" or higher by Moody's,

"A-1" or higher by S&P and "F-1" or higher by Fitch; 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 each of the

Rating Agencies 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 of

Moody's and Fitch and rated "A-1+" by S&P 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 each of the Rating Agencies at the time of

such investment;

(vii) which may be 12b-1 funds as contemplated under the

rules promulgated by the Securities and Exchange Commission under the

Investment Company Act of 1940) having ratings in the highest available

rating category of Moody's and Fitch and or "AAAm" or "AAAm-G" by 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 a Servicer or the Trustee and any such

funds that are managed by a Servicer or the Trustee or their respective

Affiliates or for a 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); and

(viii) such other investments the investment in which will

not, as evidenced by a letter from each of the Rating Agencies, result

in the downgrading or withdrawal of the Ratings of the Certificates.

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.

<PAGE>

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

amended.

ERISA-Restricted Certificates: As specified in the Preliminary

Statement.

Escrow Account: The separate account or accounts created and

maintained by each Servicer pursuant to Section 3.06.

Escrow Mortgage Loan: Any Mortgage Loan for which the related

Servicer has established an Escrow Account for items constituting Escrow

Payments.

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.

Excess Cashflow Loss Payment: As defined in Section

4.02(b)(iv)(A).

Excess Servicing Fee: With respect to the Wilshire Serviced

Loans and any Distribution Date, an amount equal to one month's interest at the

Excess Servicing Fee Rate on the Class X-S Notional Amount for such Distribution

Date.

Excess Servicing Fee Rate: The excess, if any, of 0.50% over

the "Wilshire Servicing Fee Rate" as defined in the Wilshire Letter Agreement.

Expense Fees: As to each Mortgage Loan, the sum of the related

Servicing Fee, the Excess Servicing Fee, the Credit Risk Manager Fee and the

Trustee Fee.

Expense Fee Rate: As to each Mortgage Loan, the sum of the

related Servicing Fee Rate, the Excess Servicing Fee Rate, if applicable, the

Credit Risk Manager Fee Rate and the Trustee Fee Rate.

Fair Market Value: The fair market value of all of the

property of the Trust, as agreed upon between the Optional Termination Holder

and a majority of the Holders of the Class A-RL Certificates; provided, however,

that if the Optional Termination Holder and a majority of the Holders of the

Class A-RL Certificates do not agree upon the fair market value of all the

property of the Trust, the Trustee shall solicit, or cause the solicitation of,

good faith bids for all of the property of the Trust until it has received three

bids from institutions that are regular purchasers and/or sellers in the

secondary market of residential whole mortgage loans similar to the Mortgage

Loans, and the Fair Market Value shall be equal to the highest of such three

bids.

Fannie Mae: Fannie Mae, a federally chartered and privately

owned corporation organized and existing under the Federal National Mortgage

Association Charter Act, or any successor thereto.

<PAGE>

Fannie Mae Guides: The Fannie Mae Sellers' Guide and the

Fannie Mae Servicers' Guide and all amendments or additions thereto.

FDIC: The Federal Deposit Insurance Corporation, or any

successor thereto.

FIRREA: The Financial Institutions Reform, Recovery and

Enforcement Act of 1989.

First Mortgage Loan: A Mortgage Loan that is secured by a

first lien on the Mortgaged Property securing the related Mortgage Note.

Fitch: Fitch, Inc., or any successor thereto.

Foreclosure Restricted Loan: Any Mortgage Loan that is 60 or

more days delinquent as of the Closing Date, unless such Mortgage Loan has

become current for three consecutive Scheduled Payments after the Closing Date.

Freddie Mac: Freddie Mac, 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.

Highest Priority: As of any date of determination, the Class

of Subordinate Certificates then outstanding with a Class Principal Balance

greater than zero, with the highest priority for payments pursuant to Section

4.02, in the following order of decreasing priority: Class M-1, Class M-2, Class

M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1

and Class B-2 Certificates.

IndyMac: Indymac Bank, F.S.B., a federal savings bank.

IndyMac Serviced Loans: The Mortgage Loans identified as such

on the Mortgage Loan Schedule.

Initial Mortgage Loan: A Mortgage Loan conveyed to the Trust

on the Closing Date pursuant to this Agreement as identified on the Mortgage

Loan Schedule delivered to the Trustee on the Closing Date.

Initial Mortgage Loan Net WAC Rate: A per annum rate equal to

the weighted average of the Net Mortgage Rates of the Initial Mortgage Loans.

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.

Insurance Proceeds: Proceeds paid under any Insurance Policy

covering a Mortgage Loan to the extent the proceeds are not (i) applied to the

restoration of the related Mortgaged Property, (ii) applied to the satisfaction

of any related First Mortgage Loan or (iii)

<PAGE>

released to the Mortgagor in accordance with the procedures that the Servicer

would follow in servicing mortgage loans held for its own account.

Interest Accrual Period: With respect to each Distribution

Date, (i) with respect to the Class A-1, Class A-2, Class A-3, Class M-1, Class

M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9

Certificates, the period commencing on the immediately preceding Distribution

Date (or the Closing Date, in the case of the first Distribution Date) and

ending on the day immediately preceding the related Distribution Date, and (ii)

with respect to the Class B-1, Class B-2, Class A-R, Class A-RL, Class P, Class

X-1 and Class X-S Certificates, the calendar month prior to the month of such

Distribution Date.

Interest Remittance Amount: For any Distribution Date, an

amount equal to the sum of (1) all interest collected (other than Payaheads and

Simple Interest Excess, if applicable) or advanced in respect of Scheduled

Payments on the Mortgage Loans during the related Due Period, the interest

portion of Payaheads previously received and intended for application in the

related Due Period and the interest portion of all Payoffs and Curtailments

received on the Mortgage Loans during the related Prepayment Period, less (x)

the Expense Fee (other than the Excess Servicing Fee) with respect to such

Mortgage Loans and (y) unreimbursed Advances and other amounts due to a Servicer

or the Trustee with respect to such Mortgage Loans, to the extent allocable to

interest, (2) all Compensating Interest Payments paid by each Servicer with

respect to the Mortgage Loans it is servicing and such Distribution Date, (3)

the portion of any Substitution Adjustment Amount or Repurchase Price paid with

respect to such Mortgage Loans during the calendar month immediately preceding

the Distribution Date allocable to interest, (4) all Liquidation Proceeds, Net

Recoveries 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 the Mortgage Loans during

the prior calendar month, to the extent allocable to interest and (5) any

amounts withdrawn from the Simple Interest Excess Sub-Account to pay interest on

the Certificates with respect to such Distribution Date. If on any Determination

Date the amount deposited into a Collection Account with respect to Compensating

Interest is the amount calculated in clause (ii) of the definition of

Compensating Interest Payment for such Distribution Date, the excess of (x)

0.25% per annum on the aggregate Stated Principal Balance of the related

Mortgage Loans over (y) the related Compensating Interest Payment for such

Distribution Date shall be available to cover any Net Simple Interest Shortfalls

on the related Mortgage Loans remaining on such Distribution Date, after giving

effect to the withdrawal from the related Simple Interest Excess Sub-Account

pursuant to Section 3.06(f) on such Distribution Date.

Interest Shortfall: For any Distribution Date, the aggregate

shortfall, if any, in collections of interest for the previous month (adjusted

to the related Net Mortgage Rate) on Mortgage Loans resulting from (a) Principal

Prepayments received during the related Prepayment Period to the extent not

covered by Compensating Interest and (b) Relief Act Reductions.

Last Scheduled Distribution Date: With respect to each Class

of Certificates, the Distribution Date in July 2035.

<PAGE>

Latest Possible Maturity Date: For purposes of satisfying

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

date" of all interests created in REMIC 1, REMIC 2 and REMIC 3 shall be July 25,

2035.

LIBOR: For any Interest Accrual Period other than the first

Interest Accrual Period, the rate for United States dollar deposits for one

month which appears on the Dow Jones Telerate Screen Page 3750 as of 11:00 A.M.,

London, England time, on the second LIBOR Business Day prior to the first day of

such Interest Accrual Period. With respect to the first Interest Accrual Period,

the rate for United States dollar deposits for one month which appears on the

Dow Jones Telerate Screen Page 3750 as of 11:00 A.M., London, England time, two

LIBOR Business Days prior to the Closing Date. 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), the rate will be

the Reference Bank Rate. If no such quotations can be obtained and no Reference

Bank Rate is available, LIBOR will be the LIBOR applicable to the Interest

Accrual Period preceding the next applicable Distribution Date.

LIBOR Business Day: Any day other than (i) a Saturday or a

Sunday or (ii) a day on which banking institutions in the State of New York or

in the city of London, England are required or authorized by law to be closed.

LIBOR Certificates: The Class A-1, Class A-2, Class A-3, Class

M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8

and Class M-9 Certificates.

Liquidated Mortgage Loan: With respect to any Distribution

Date, a defaulted Mortgage Loan (including any REO Property) which was

liquidated or for which payments under the related private mortgage insurance

policy, hazard insurance policy or any condemnation proceeds were received, in

the calendar month preceding the month of such Distribution Date and as to which

the related Servicer has determined (in accordance with this Agreement) 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.

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

disposition 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, in each case, which, for the avoidance of doubt, is

remaining after, or not otherwise required to be applied to, the satisfaction of

any related First Mortgage Loan, less the sum of related unreimbursed Expense

Fees, Servicing Advances, Advances and reasonable out-of-pocket expenses.

Majority in Interest: As to any Class of Regular Certificates

or the Class X-2 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.

<PAGE>

Marker Rate: With respect to the Class X-1 Certificates and

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

average of the Uncertificated REMIC 2 Pass-Through Rates for REMIC 2 Regular

Interests MTI-A-1, MTI-A-2, MTI-A-3, MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4,

MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8, MTI-M-9, MTI-B-1, MTI-B-2 and MTI-ZZ, with

the rates on the REMIC 2 Regular Interests MTI-A-1, MTI-A-2, MTI-A-3, MTI-M-1,

MTI-M-2, MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8 and MTI-M-9,

subject to a cap, for the purpose of this calculation, equal to the lesser of

(A) LIBOR plus the Certificate Margin for the Corresponding Certificate and (B)

the REMIC 2 Net WAC Rate, with the rate on the REMIC 2 Regular Interest MTI-B-1

subject to a cap, for purposes of this calculation, equal to the lesser of (A)

7.00% per annum on or prior to the Optional Termination Date and 7.50% per annum

after the Optional Termination Date and (B) the REMIC 2 Net WAC Rate, with the

rate on the REMIC 2 Regular Interest MTI-B-2 subject to a cap, for purposes of

this calculation, equal to the lesser of (A) 7.00% per annum on or prior to the

Optional Termination Date and 7.50% per annum after the Optional Termination

Date and (B) the REMIC 2 Net WAC Rate and with the rate on the REMIC 2 Regular

Interest MTI-ZZ subject to a cap, for the purpose of this calculation, equal to

zero.

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(R) System: The system of recording transfers of Mortgages

electronically maintained by MERS.

MIN: The Mortgage Identification Number for Mortgage Loans

registered with MERS on the MERS(R) System.

MOM Loan: With respect to any Mortgage Loan, MERS acting as

the mortgagee of such Mortgage Loan, solely as nominee for the originator of

such Mortgage Loan and its successors and assigns, at the origination thereof.

Monthly Excess Cashflow: For any Distribution Date, an amount

equal to the sum of (1) the Monthly Excess Interest and (2) the

Overcollateralization Release Amount, if any, for such date.

Monthly Excess Interest: As to any Distribution Date, the sum

of (A) the Interest Remittance Amount remaining after the application of

payments pursuant to clauses A. through N. of Section 4.02(b)(i) plus (B) the

Principal Payment Amount remaining after the application of payments pursuant to

clauses A. through M. of Section 4.02(b)(ii) or (iii).

Monthly Statement: The statement delivered to the

Certificateholders pursuant to Section 4.06.

<PAGE>

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 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 Initial Mortgage Loan or Subsequent

Mortgage Loan and any additional documents delivered to the Trustee 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.

Mortgage Loan Purchase Price: The price, calculated as set

forth in Section 9.01, to be paid in connection with the purchase of the Trust

Collateral by the Auction Purchaser.

Mortgage Loan Schedule: The Mortgage Loan Schedule which will

list the 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 2.01(f), 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:

(i) the Mortgage Loan identifying number;

(ii) [reserved];

(iii) the zip code of the Mortgaged Property;

(iv) a code indicating the type of Mortgaged Property and

the occupancy status.

(v) the original months to maturity or the remaining

months to maturity from the Cut-off Date, in any case based on the

original amortization schedule and, if different, the maturity

expressed in the same manner but based on the actual amortization

schedule;

(vi) the Combined Loan-to-Value Ratio at origination;

(vii) the Mortgage Rate as of the Cut-off Date;

<PAGE>

(viii) the stated maturity date;

(ix) the amount of the Scheduled Payment as of the Cut-off

Date;

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

(xi) 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;

(xii) a code indicating the purpose of the Mortgage Loan

(i.e., purchase, rate and term refinance, equity take-out refinance);

(xiii) the Net Mortgage Rate as of the Cut-off Date;

(xiv) the Originator of the related Mortgage Loan;

(xv) the Servicing Fee Rate;

(xvi) the related sub-servicer;

(xvii) a code indicating whether a Mortgage Loan is subject

to a Prepayment Charge;

(xviii) the amount of the Prepayment Charge with respect to

each Mortgage Loan and a code identifying whether such Prepayment

Charge is related to a Curtailment or Payoff;

(xix) whether such Mortgage Loan is a Balloon Loan;

(xx) whether such Mortgage Loan is a Wilshire Serviced

Loan or an IndyMac Serviced Loan;

(xxi) a code indicating whether the Mortgage Loan is a MERS

Mortgage Loan and, if so, its corresponding MIN; and

(xxii) whether such Mortgage Loan is a Simple Interest

Mortgage Loan.

With respect to the Mortgage Loans in the aggregate, each, the

Mortgage Loan Schedule shall set forth the following information, as of the

Cut-off Date:

(i) the number of Mortgage Loans; and

(ii) 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.

<PAGE>

Mortgage Note: The original executed note or other evidence of

indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

Mortgage Rate: The annual fixed 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 and

Loan, a fraction, expressed as a percentage, the numerator of which is equal to

the excess of (x) the aggregate Stated Principal Balance for such Distribution

Date of the Mortgage Loans, multiplied by the weighted average Net Mortgage Rate

of such Mortgage Loans over (y) the Interest Remittance Amount for such

Distribution Date, and the denominator of which is an amount equal to the

aggregate Stated Principal Balance for such Distribution Date of the Mortgage

Loans, multiplied by the actual number of days elapsed in the related Interest

Accrual Period divided by 360.

Net Funds Cap: As to any Distribution Date, will be a per

annum rate equal to (a) a fraction, expressed as a percentage, (a) the numerator

of which is (1) the amount of interest accrued on the Mortgage Loans for such

date, minus (2) the Expense Fee, and (b) the denominator of which is the product

of (i) the Aggregate Collateral Balance immediately preceding such Distribution

Date (or as of the Cut-off Date in the case of the first Distribution Date),

multiplied by (ii)(x) in the case of the Class B-1, Class B-2, Class A-R, Class

A-RL and Class P Certificates, 1/12 and (y) in the case of the Class A-1, Class

A-2, Class A-3, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class

M-6, Class M-7, Class M-8 and Class M-9 Certificates, the actual number of days

in the related Interest Accrual Period divided by 360. For federal income tax

purposes, however, as to any Distribution Date will be the equivalent of the

foregoing, expressed as a per annum rate equal to the weighted average of the

Uncertificated Pass-Through Rates on the REMIC 2 Regular Interests (other than

the REMIC 2 Regular Interest MTI-P and the REMIC 2 Regular Interest MTI-R)

multiplied by (in the case of the Class A-1, Class A-2, Class A-3, Class M-1,

Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and

Class M-9 Certificates) 30 divided by the actual number of days in the related

Interest Accrual Period.

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 Prepayment Interest Shortfalls: As to any Distribution

Date, the amount, if any, by which the aggregate of Prepayment Interest

Shortfalls during the Prepayment Period exceeds the Compensating Interest

Payment for such Distribution Date.

Net Recovery: Any proceeds received by a Servicer on a

delinquent or Charged Off Loan (including any Liquidation Proceeds received on a

Charged Off Loan), net of any Servicing Fee, Ancillary Income and any other

related expenses.

<PAGE>

Net Simple Interest Excess: As of any Distribution Date, an

amount equal to the excess, if any, of the aggregate amount of Simple Interest

Excess with respect to the Mortgage Loans over the amount of Simple Interest

Shortfall with respect to the Mortgage Loans.

Net Simple Interest Shortfall: As of any Distribution Date, an

amount equal to the excess, if any, of the aggregate amount of Simple Interest

Shortfall with respect to the Mortgage Loans over the amount of Simple Interest

Excess with respect to the Mortgage Loans.

Nonrecoverable Advance: Any portion of an Advance or Servicing

Advance previously made or proposed to be made by the applicable Servicer that,

in the good faith judgment of the applicable Servicer, will not be ultimately

recoverable by the applicable Servicer from the related Mortgagor, related

Liquidation Proceeds or otherwise.

Notional Amount: The Class X-1 Notional Amount or the Class

X-S Notional Amount, as applicable.

Notional Amount Certificates: As specified in the Preliminary

Statement.

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 the Depositor,

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 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 and any Servicer, (ii) not have any

material direct financial interest in the Depositor or any Servicer or in any

affiliate of either, and (iii) not be connected with the Depositor or any

Servicer as an officer, employee, promoter, underwriter, trustee, partner,

director or person performing similar functions.

Optional Termination: The termination of the trust created

hereunder in connection with the purchase of the Mortgage Loans pursuant to

Section 9.01.

Optional Termination Date: The first date on which the

Optional Termination may be exercised.

Optional Termination Holder: Wilshire, as Servicer, or any

successor servicer to Wilshire appointed by the Seller, so long as the Seller is

the owner of the servicing rights.

OTS: The Office of Thrift Supervision.

Outsourcer: As defined in Section 3.02.

<PAGE>

Outstanding: With respect to the Certificates as of any date

of determination, all Certificates theretofore executed and authenticated under

this Agreement except: (i) Certificates theretofore canceled by the Trustee or

delivered to the Trustee for cancellation; and (ii) 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 Liquidated Mortgage

Loan or Charged Off Loan prior to such Due Date.

Overcollateralization Amount: For any Distribution Date, an

amount equal to the amount, if any, by which (x) the Aggregate Collateral

Balance for such Distribution Date exceeds (y) the aggregate Class Principal

Balance of the Certificates after giving effect to payments on such Distribution

Date.

Overcollateralization Release Amount: For any Distribution

Date, an amount equal to the lesser of (x) the 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 of the Principal Remittance

Amount and Excess Cashflow Loss Payment for such date is applied on such date in

reduction of the aggregate of the Class Principal Balances of the Certificates

(to an amount not less than zero), exceeds (2) the Targeted

Overcollateralization Amount for such 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: As defined in Section 9.01 hereof; provided that

the "Par Value" for any Auction Date shall also include the auction expenses of

the Trustee (which auction expenses shall not exceed $25,000).

Pass-Through Rate: With respect to the Class A-1, Class A-2,

Class A-3, Class A-R, Class A-RL, Class P, Class M-1, Class M-2, Class M-3,

Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and

Class B-2 Certificates, the Class A-1 Pass-Through Rate, the Class A-2

Pass-Through Rate, the Class A-3 Pass-Through Rate, Class A-R Pass-Through Rate,

Class A-RL Pass-Through Rate, Class P Pass-Through Rate, Class M-1 Pass-Through

Rate, Class M-2 Pass-Through Rate, Class M-3 Pass-Through Rate, Class M-4

Pass-Through Rate, Class M-5 Pass-Through Rate, Class M-6 Pass-Through Rate,

Class M-7 Pass-Through Rate, Class M-8 Pass-Through Rate, Class M-9 Pass-Through

Rate, Class B-1 Pass-Through Rate and Class B-2 Pass-Through Rate.

With respect to the Class X-1 Certificates and any Distribution Date, a per

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

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

below, and the denominator of which is the

<PAGE>

aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest

MTI-AA, REMIC 2 Regular Interest MTI-A-1, REMIC 2 Regular Interest MTI-A-2,

REMIC 2 Regular Interest MTI-A-3, REMIC 2 Regular Interest MTI-M-1, REMIC 2

Regular Interest MTI-M-2, REMIC 2 Regular Interest MTI-M-3, REMIC 2 Regular

Interest MTI-M-4, REMIC 2 Regular Interest MTI-M-5, REMIC 2 Regular Interest

MTI-M-6, REMIC 2 Regular Interest MTI-M-7, REMIC 2 Regular Interest MTI-M-8,

REMIC 2 Regular Interest MTI-M-9, REMIC 2 Regular Interest MTI-B-1, REMIC 2

Regular Interest MTI-B-2 and REMIC 2 Regular Interest MTI-ZZ. For purposes of

calculating the Pass-Through Rate for the Class X-1 Certificates, the numerator

is equal to the sum of the following components:

(A) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-AA minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-AA;

(B) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-A-1 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-A-1;

REMIC 2 Regular Interest MTI-A-2 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-A-2;

(D) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-A-3 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-A-3;

(E) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-M-1 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-M-1;

(F) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-M-2 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-M-2;

(G) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-M-3 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-M-3;

(H) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-M-4 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-M-4;

(I) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-M-5 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-M-5;

<PAGE>

(J) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-M-6 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-M-6;

(K) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-M-7 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-M-7;

(L) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-M-8 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-M-8;

(M) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-M-9 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-M-9;

(N) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-B-1 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-B-1;

(O) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-B-2 minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-B-2; and

(P) the Uncertificated REMIC 2 Pass-Through Rate for

REMIC 2 Regular Interest MTI-ZZ minus the Marker Rate, applied to an amount

equal to the Uncertificated Principal Balance of REMIC 2 Regular Interest

MTI-ZZ.

Payahead: Any Scheduled Payment intended by the related

Mortgagor to be applied in a Due Period subsequent to the Due Period in which

such payment was received.

Payoff: Any payment of principal on a Mortgage Loan equal to

the entire outstanding Stated 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, the percentage

interest evidenced thereby in distributions required to be made on the related

Class, such percentage interest being 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 (i) the United

States, any State or political subdivision thereof, or any agency or

instrumentality of any of the foregoing, (ii) a foreign government,

International Organization or any agency or instrumentality of either of the

foregoing, (iii) an organization (except certain farmers' cooperatives described

in section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the

Code (including the tax

<PAGE>

imposed by section 511 of the Code on unrelated business taxable income) on any

excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to

any Residual Certificate, (iv) rural electric and telephone cooperatives

described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a

United States Person, and (vi) a Person designated as a non-Permitted Transferee

by the Depositor based upon an Opinion of Counsel that the Transfer of an

Ownership Interest in a Residual Certificate to such Person may cause any REMIC

created hereunder to fail to qualify as a REMIC at any time that the

Certificates are outstanding. The terms "United States," "State" and

"International Organization" shall have the meanings set forth in section 7701

of the Code or successor provisions. A corporation will not be treated as an

instrumentality of the United States or of any State or political subdivision

thereof for these purposes if all of its activities are subject to tax and, with

the exception of Freddie Mac, a majority of its board of directors is not

selected by such government unit.

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.

Pre-Funding Account: The separate Eligible Account created and

maintained by the Trustee with respect to the Mortgage Loans pursuant to Section

3.05(f) in the name of the Trustee for the benefit of the Certificateholders and

designated "JPMorgan Chase Bank, N.A., in trust for registered holders of Home

Equity Mortgage Pass-Through Certificates, Series 2005-2." Funds in the

Pre-Funding 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 Pre-Funding Account shall be

for the account of the Depositor.

Pre-Funding Amount: The amount deposited in the Pre-Funding

Account on the Closing Date, which shall equal $31,025,440.62.

Pre-Funding Period: the period from the Closing Date until the

earliest of (i) the date on which the amount on deposit in the Pre-Funding

Account is reduced to zero, (ii) the date on which an Event of Default occurs or

(iii) June 24, 2005.

Prepayment Charge: With respect to any Mortgage Loan, any

charge required to be paid if the Mortgagor prepays such Mortgage Loan as

provided in the related Mortgage Note or Mortgage.

Prepayment Interest Shortfall: As to any Mortgage Loan,

Distribution Date 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 (giving effect to any

applicable Relief Act Reduction), as reduced by the Expense Fee Rate, on the

Stated Principal Balance of such Mortgage Loan immediately prior to such

Principal Prepayment and (ii) the

<PAGE>

amount of interest actually received that accrued during the month immediately

preceding such Distribution Date or, with respect to any Mortgage Loan with a

Due Date other than the first of the month, the amount of interest actually

received that accrued during the one-month period immediately preceding the Due

Date following the Principal Prepayment, with respect to such Mortgage Loan in

connection with such Principal Prepayment.

Prepayment Period: With respect to each Distribution Date

(other than the April 2005 Distribution Date), each Mortgage Loan (other than

the IndyMac Serviced Loans) and each Payoff, the related "Prepayment Period"

will be the 15th of the month preceding the month in which the related

Distribution Date occurs through the 14th of the month in which the related

Distribution Date occurs. With respect to the April 2005 Distribution Date, each

Mortgage Loan (other than the IndyMac Serviced Loans) and each Payoff, the

related "Prepayment Period" will be March 1, 2005 through April 14, 2005. With

respect to each Distribution Date, each IndyMac Serviced Loan and each

Curtailment with respect to the Wilshire Serviced Loans, the related "Prepayment

Period" will be the calendar month preceding the month in which the related

Distribution Date occurs.

Principal Payment Amount: For any Distribution Date, an amount

equal to the Principal Remittance Amount plus any Excess Cashflow Loss Payment

for such date, minus the Overcollateralization Release Amount, if any, for such

date.

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 Due Period (less unreimbursed Advances, Servicing Advances and other

amounts due to each Servicer and the Trustee with respect to the Mortgage Loans,

to the extent allocable to principal) and the principal portion of Payaheads

previously received and intended for application in the related Due 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, the Optional Termination Holder or the

Majority in Interest Class X-2 Certificateholder during the calendar month

immediately preceding such Distribution Date, (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 Liquidation Proceeds, and any Insurance Proceeds and other

recoveries (net of unreimbursed Advances, Servicing Advances and other expenses,

to the extent allocable to principal) and Net Recoveries collected with respect

to the Mortgage Loans during the prior calendar month, to the extent allocable

to principal and (6) with respect to the Distribution Date in June 2005, the

amount remaining in the Pre-Funding Account at the end of the Pre-Funding

Period.

Principal Prepayment: Any payment of principal on a Mortgage

Loan which constitutes a Payoff or Curtailment.

Prospectus Supplement: The Prospectus Supplement dated March

29, 2005 relating to the Offered Certificates.

<PAGE>

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

Fannie Mae- or Freddie Mac-approved mortgage insurer or having a claims paying

ability rating of at least "AA" or equivalent rating by at least two nationally

recognized statistical rating organizations. 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: A Mortgage Loan

substituted by the Seller for a Deleted Mortgage Loan which must, on the date of

such substitution, as confirmed in a Request for Release, substantially in the

form of Exhibit M (i) have a Stated Principal Balance, after deduction of the

principal portion of the Scheduled Payment due in the month of substitution (or,

in the case of a substitution of more than one mortgage loan for a Deleted

Mortgage Loan, an aggregate principal balance), 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 Combined

Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (iv) have

a remaining term to maturity no greater than (and not more than one year less

than that of) the Deleted Mortgage Loan; and (v) comply with each representation

and warranty set forth in Section 2.03(f).

Rating Agency: Fitch and Moody's. If either 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 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 Liquidated Mortgage Loan,

an amount (not less than zero or greater 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 Liquidated 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 the

related 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 Liquidated Mortgage Loan from time to time, minus (iii) the

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 Liquidated Mortgage Loan. Any Charged Off

Loan will

<PAGE>

give rise to a Realized Loss (calculated as if clause (iii) of the previous

sentence is equal to zero) at the time it is charged off, as described in

Section 3.11(a)(iii) hereof.

If a Servicer receives Net Recoveries with respect to any

Charged Off Loan, the amount of the Realized Loss with respect to that Charged

Off Loan will be reduced to the extent such recoveries are applied to principal

distributions on any Distribution Date.

Record Date: With respect to the Certificates (other than the

LIBOR Certificates which are Book-Entry Certificates) and any Distribution Date,

the close of business on the last Business Day of the month preceding the month

in which such applicable Distribution Date occurs. With respect to the LIBOR

Certificates which are Book-Entry Certificates and any Distribution Date, the

close of business on the Business Day preceding such Distribution Date.

Reference Bank Rate: With respect to any Interest Accrual

Period, 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, England time, on the second LIBOR Business Day prior to the

first day of such Interest 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, as of 11:00 a.m.,

New York 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 LIBOR applicable to the preceding

Distribution Date; provided however, that if, under the priorities indicated

above, LIBOR for a Distribution Date would be based on LIBOR for the previous

Payment Date for the third consecutive Distribution Date, the Trustee shall

select an alternative comparable index over which the Trustee has no control,

used for determining one-month Eurodollar lending rates that is calculated and

published or otherwise made available by an independent party.

Reference Banks: Barclays Bank PLC, National Westminster Bank

and Abbey National PLC.

Regular Certificates: As specified in the Preliminary

Statement.

Released Loan: Any Charged Off Loan that is released by

Wilshire to the Class X-2 Certificateholders pursuant to Section 3.11(a),

generally on the date that is six months after the date on which Wilshire begins

using Wilshire Special Servicing on such Charged Off Loans. Any Released Loan

will no longer be an asset of any REMIC or the Trust Fund.

Relief Act: The Servicemembers Civil Relief Act or any similar

state law or regulation.

<PAGE>

Relief Act Reductions: With respect to any Distribution Date

and any Mortgage Loan as to which there has been a reduction in the amount of

interest or principal collectible thereon (attributable to any previous month)

as a result of the application of the Relief Act or similar state law or

regulation, the amount, if any, by which (i) interest and/or principal

collectible on such Mortgage Loan for the most recently ended calendar month is

less than (ii) interest and/or principal accrued thereon for such month pursuant

to the Mortgage Note.

REMIC: A "real estate mortgage investment conduit" within the

meaning of section 860D of the Code.

REMIC 1: The segregated pool of assets subject hereto,

constituting the primary trust created hereby and to be administered hereunder,

with respect to which a REMIC election is to be made consisting of: (i) such

Mortgage Loans as from time to time are subject to this Agreement (other than

any Prepayment Charges), together with the Mortgage Files relating thereto, and

together with all collections thereon and proceeds thereof, (ii) any REO

Property, together with all collections thereon and proceeds thereof, (iii) the

Trustee's rights with respect to the Mortgage Loans under all insurance

policies, including any Primary Insurance Policy, required to be maintained

pursuant to this Agreement and any proceeds thereof and (iv) the Collection

Account and the Certificate Account (subject to the last sentence of this

definition) and such assets that are deposited therein from time to time and any

investments thereof. Notwithstanding the foregoing, however, a REMIC election

will not be made with respect to the Pre-Funding Account.

REMIC 1 Regular Interest LTI-1: One of the separate

non-certificated beneficial ownership interests in REMIC 1 issued hereunder and

designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-1

shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 1 Regular Interest LTI-PF: One of the separate

non-certificated beneficial ownership interests in REMIC 1 issued hereunder and

designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-PF

shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 1 Regular Interest LTI-P: One of the separate

non-certificated beneficial ownership interests in REMIC 1 issued hereunder and

designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-P

shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

<PAGE>

REMIC 1 Regular Interest LTI-R: One of the separate

non-certificated beneficial ownership interests in REMIC 1 issued hereunder and

designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-R

shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 1 Regular Interest LTI-S: One of the separate

non-certificated beneficial ownership interests in REMIC 1 issued hereunder and

designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LTI-S

shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in

effect from time to time, and shall not be entitled to distributions of

principal.

REMIC 1 Regular Interests: REMIC 1 Regular Interest LTI-1,

LTI-PF, LTI-P, LTI-S and LTI-R.

REMIC 2: The segregated pool of assets consisting of all of

the REMIC 1 Regular Interests conveyed in the trust to the Trustee, for the

benefit of the Holders of the REMIC 2 Regular Interests and the Class A-R

Certificates (in respect of the Class R-2 Interest), pursuant to Article II

hereunder, and all amounts deposited therein, with respect to which a separate

REMIC election is to be made.

REMIC 2 Interest Loss Allocation Amount: With respect to any

Distribution Date, an amount equal to (a) the product of (i) the aggregate

Stated Principal Balance of the Mortgage Loans and related REO Properties then

outstanding and (ii) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2

Regular Interest MT-AA minus the Marker Rate, divided by (b) 12.

REMIC 2 Net WAC Rate: With respect to any Distribution Date, a

per annum rate equal to the weighted average of the Uncertificated REMIC 1

Pass-Through Rates on the REMIC 1 Regular Interest LTI-1 and REMIC 1 Regular

Interest LTI-1PF, weighted on the basis of such respective Uncertificated

Principal Balances thereof immediately preceding such Distribution Date.

REMIC 2 Overcollateralization Amount: With respect to any date

of determination, (i) 1% of the aggregate Uncertificated Principal Balances of

the REMIC 2 Regular Interests minus (ii) the aggregate Uncertificated Principal

Balances of REMIC 2 Regular Interests MTI-A-1, MTI-A-2, MTI-A-3, MTI-M-1,

MTI-M-2, MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8, MTI-M-9, MTI-B-1,

MTI-B-2, MTI-R and MTI-P, in each case as of such date of determination.

REMIC 2 Principal Loss Allocation Amount: With respect to any

Distribution Date, an amount equal to the product of (i) the aggregate Stated

Principal Balance of the Mortgage Loans and related REO Properties then

outstanding and (ii) 1 minus a fraction, the numerator of which is two times the

aggregate Uncertificated Principal Balance of REMIC 2

<PAGE>

Regular Interests MTI-A-1, MTI-A-2, MTI-A-3, MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4,

MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8, MTI-M-9, MTI-B-1 and MTI-B-2 and the

denominator of which is the aggregate Uncertificated Principal Balance of REMIC

2 Regular Interests MTI-A-1, MTI-A-2, MTI-A-3, MTI-M-1, MTI-M-2, MTI-M-3,

MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8, MTI-M-9, MTI-B-1, MTI-B-2 and

MTI-ZZ.

REMIC 2 Regular Interest MTI-AA: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-AA

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-A-1: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-1

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-A-2: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-2

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-A-3: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-A-3

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-M-1: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-1

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

<PAGE>

REMIC 2 Regular Interest MTI-M-2: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-2

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-M-3: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-3

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-M-4: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-4

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-M-5: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-5

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-M-6: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-6

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-M-7: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-7

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount

<PAGE>

equal to its initial Uncertificated Principal Balance as set forth in the

Preliminary Statement hereto.

REMIC 2 Regular Interest MTI-M-8: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-8

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-M-9: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-M-9

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-B-1: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-B-1

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-B-2: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-B-2

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-P: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-P

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-R: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-R

shall accrue interest at the related Uncertificated

<PAGE>

REMIC 2 Pass-Through Rate in effect from time to time, and shall be entitled to

distributions of principal, subject to the terms and conditions hereof, in an

aggregate amount equal to its initial Uncertificated Principal Balance as set

forth in the Preliminary Statement hereto.

REMIC 2 Regular Interest MTI-S: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-S

shall accrue interest as set forth in the Preliminary Statement hereto. REMIC 2

Regular Interest MTI-S shall not be entitled to distributions of principal.

REMIC 2 Regular Interest MTI-ZZ: One of the separate

non-certificated beneficial ownership interests in REMIC 2 issued hereunder and

designated as a Regular Interest in REMIC 2. REMIC 2 Regular Interest MTI-ZZ

shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in

effect from time to time, and shall be entitled to distributions of principal,

subject to the terms and conditions hereof, in an aggregate amount equal to its

initial Uncertificated Principal Balance as set forth in the Preliminary

Statement hereto.

REMIC 2 Regular Interest MTI-ZZ Maximum Interest Deferral

Amount: With respect to any Distribution Date, the excess of (i) REMIC 2

Uncertificated Accrued Interest calculated with the Uncertificated Pass-Through

Rate for REMIC 2 Regular Interest MTI-ZZ and an Uncertificated Principal Balance

equal to the excess of (x) the Uncertificated Principal Balance of REMIC 2

Regular Interest MTI-ZZ over (y) the REMIC 2 Overcollateralization Amount, in

each case for such Distribution Date, over (ii) the sum of REMIC 2

Uncertificated Accrued Interest on REMIC 2 Regular Interests MTI-A-1, MTI-A-2,

MTI-A-3, MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6, MTI-M-7, MTI-M-8,

MTI-M-9, MTI-B-1 and MTI-B-2, with the rates on the REMIC 2 Regular Interests

MTI-A-1, MTI-A-2, MTI-A-3, MTI-M-1, MTI-M-2, MTI-M-3, MTI-M-4, MTI-M-5, MTI-M-6,

MTI-M-7, MTI-M-8, MTI-M-9 subject to a cap, for the purpose of this calculation,

equal to the lesser of (A) LIBOR plus the Certificate Margin for the

Corresponding Certificate and (B) the REMIC 2 Net WAC Rate, with the rate on the

REMIC 2 Regular Interest MTI-B-1 subject to a cap, for purposes of this

calculation, equal to the lesser of (A) 7.00% per annum on or prior to the

Optional Termination Date and 7.50% per annum after the Optional Termination

Date and (B) the REMIC 2 Net WAC Rate, with the rate on the REMIC 2 Regular

Interest MTI-B-2 subject to a cap, for purposes of this calculation, equal to

the lesser of (A) 7.00% per annum on or prior to the Optional Termination Date

and 7.50% per annum after the Optional Termination Date and (B) the REMIC 2 Net

WAC Rate and with the rate on the REMIC 2 Regular Interest MTI-ZZ subject to a

cap, for the purpose of this calculation, equal to zero.

REMIC 2 Regular Interests: REMIC 2 Regular Interest MTI-AA,

REMIC 2 Regular Interest MTI-A-1, REMIC 2 Regular Interest MTI-A-2, REMIC 2

Regular Interest MTI-A-3, REMIC 2 Regular Interest MTI-M-1, REMIC 2 Regular

Interest MTI-M-2, REMIC 2 Regular Interest MTI-M-3, REMIC 2 Regular Interest

MTI-M-4, REMIC 2 Regular Interest MTI-M-5, REMIC 2 Regular Interest MTI-M-6,

REMIC 2 Regular Interest MTI-M-7, REMIC 2 Regular Interest MTI-M-8, REMIC 2

Regular Interest MTI-M-9, REMIC 2 Regular Interest

<PAGE>

MTI-B-1, REMIC 2 Regular Interest MTI-B-2, REMIC 2 Regular Interest MTI-S, REMIC

2 Regular Interest MTI-ZZ, REMIC 2 Regular Interest MTI-P and REMIC 2 Regular

Interest MTI-R.

REMIC 2 Targeted Overcollateralization Amount: 1% of the

Targeted Overcollateralization Amount.

REMIC 3: The segregated pool of assets consisting of all of

the REMIC 2 Regular Interests conveyed in the trust to the Trustee, for the

benefit of the Holders of the Regular Certificates and the Class A-R

Certificates (in respect of the Class R-3 Interest), and all amounts deposited

therein, with respect to which a separate REMIC election is to be made.

REMIC 3 Regular Interests: The Regular Certificates.

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.

REMIC Regular Interests: The REMIC 1 Regular Interests and

REMIC 2 Regular Interests.

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 and, for the avoidance of doubt, following the

satisfaction of any related First 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 the Majority in Interest Holder of the Class X-2 Certificates pursuant

to 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 unpaid interest thereon at the applicable Mortgage Rate 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,

(iii) any unreimbursed Servicing Advances and (iv) any costs and damages

actually incurred and paid by or on behalf of the Trust (including, but not

limited to late fees) in connection with any breach of the representation and

warranty set forth in clause (xx) of Schedule IV hereto 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 a

Servicer to the Trustee, substantially in the form of Exhibit M.

Required Insurance Policy: With respect to any 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.

<PAGE>

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 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 knowledge of and familiarity with the particular

subject and 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 Delinquency Rates for each of the three (or one and two, in the case of the

first and second Distribution Dates, respectively) immediately preceding months.

SAIF: The Savings Association Insurance Fund, or any successor

thereto.

S&P: Standard & Poor's, a division of The McGraw-Hill

Companies, Inc. For purposes of Section 10.05(b) the address for notices to S&P

shall be Standard & Poor's, 55 Water Street, New York, New York 10004,

Attention: Mortgage Surveillance Monitoring, or such other address as S&P may

hereafter furnish to the Depositor, the Servicers and the Trustee.

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, as reduced by any

Relief Act Reductions.

Second Mortgage Loan: A Mortgage Loan that is secured by a

second lien on the Mortgaged Property securing the related Mortgage Note.

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

Seller: DLJ Mortgage Capital, Inc.

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 Class M-1, Class M-2, Class M-3, Class

M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class B-1 and Class

B-2 Certificates and the Overcollateralization Amount (which, for purposes of

this definition only, shall not be less than zero), in each case after giving

effect to payments on such Distribution Date (assuming no Trigger Event is in

effect), and the denominator of which is the Aggregate Collateral Balance for

such Distribution Date.

Senior Principal Payment Amount: For any Distribution Date on

or after the Stepdown Date and as long as a Trigger Event is not in effect with

respect to such Distribution Date, will be the amount, if any, by which (x) the

aggregate Class Principal Balance of the Class A-1, Class A-2, Class A-3, Class

P, Class A-R and Class A-RL Certificates immediately prior to such Distribution

Date exceeds (y) the lesser of (A) the product of (i) 36.80% and (ii) the

<PAGE>

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.

Servicer: Wilshire and IndyMac, or their successors in

interest, or any successor servicer appointed as provided herein.

Servicer Employee: As defined in Section 3.18.

Servicer Cash Remittance Date: With respect to each

Distribution Date, the Business Day immediately preceding such Distribution

Date.

Servicer Data Remittance Date: With respect to each

Distribution Date, the second Business Day immediately following the 15th day of

the month of such Distribution Date.

Servicing Advance: All customary, reasonable and necessary

"out of pocket" costs and expenses incurred 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 inspection,

preservation, restoration and protection of a Mortgaged Property, (ii) any

expenses reimbursable to such Servicer pursuant to Section 3.11 and any

enforcement or judicial proceedings, including foreclosures, and including any

expenses incurred in relation to any such proceedings that result from the

Mortgage Loan being registered on the MERS System; (iii) the management and

liquidation of any REO Property (including default management and similar

services, appraisal services and real estate broker services); (iv) any expenses

incurred by such Servicer in connection with obtaining an environmental

inspection or review pursuant to Section 3.11(a)(v) and (vi); (v) compliance

with the obligations under Section 3.01, 3.09 and 3.11(b); (vi) the cost of

obtaining any broker's price opinion in accordance with Section 3.11 hereof;

(vii) the costs of obtaining an Opinion of Counsel pursuant to Section 3.11(c)

hereof; (viii) expenses incurred in connection with any instrument of

satisfaction or deed of reconveyance as described in Section 3.12 hereof; and

(ix) expenses incurred in connection with the recordation of Assignments of

Mortgage.

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 in the month

of 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 3.05(b)(vi).

Servicing Fee Rate: With respect to each Wilshire Serviced

Loan, the "Wilshire Servicing Fee Rate" as defined in the Wilshire Letter

Agreement, which rate may increase up to 0.50% per annum. With respect to each

IndyMac Serviced Loan, 0.50% per annum. In the event of the appointment of a

successor servicer pursuant to Section 6.04 hereof, the Servicing Fee Rate as to

each Wilshire Serviced Loan may increase to up to 0.50% per annum.

<PAGE>

Servicing Officer: With respect to each Servicer, any

representative of that Servicer 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 such Servicer on the Closing Date pursuant to this Agreement, as such

list may from time to time be amended.

Significant Net Recoveries: With respect to a defaulted

Mortgage Loan, a determination by a Servicer that either (A) the potential Net

Recoveries are anticipated to be greater than or equal to the sum of (i) the

total indebtedness of the senior lien on the related Mortgaged Property and (ii)

$10,000 (after anticipated expenses and attorneys' fees) or (B) the related

Mortgagor has shown a willingness and ability to pay over the previous six

months.

Simple Interest Excess: As of any Determination Date for each

Simple Interest Qualifying Loan, the excess, if any, of (i) the portion of the

monthly payment received from the Mortgagor for such Mortgage Loan allocable to

interest with respect to the related Due Period, over (ii) 30 days' interest on

the Stated Principal Balance of such Mortgage Loan at the Mortgage Rate.

Simple Interest Excess Sub-Account: The sub-account of the

Collection Account established by a Servicer pursuant to Section 3.06(d). The

Simple Interest Excess Sub-Account shall be an Eligible Account.

Simple Interest Mortgage Loan: Any Mortgage Loan for which the

interest due thereon is calculated based on the actual number of days elapsed

between the date on which interest was last paid through the date on which the

most current payment is received.

Simple Interest Qualifying Loan: As of any Determination Date,

any Simple Interest Mortgage Loan that was neither prepaid in full during the

related Due Period, nor delinquent with respect to a payment that became due

during the related Due Period as of the close of business on the Determination

Date following such Due Period.

Simple Interest Shortfall: As of any Determination Date for

each Simple Interest Qualifying Loan, the excess, if any, of (i) 30 days'

interest on the Stated Principal Balance of all such Mortgage Loans at the

Mortgage Rate, over (ii) the portion of the monthly payment received from the

Mortgagor for such Mortgage Loan allocable to interest with respect to the

related Due Period.

Startup Day: March 30, 2005.

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

Liquidated Mortgage Loan) and to the payment of principal due on such Due Date

and

<PAGE>

irrespective of any delinquency in payment by the related Mortgagor; provided,

however, for purposes of calculating the Servicing Fee and the Trustee Fee, the

Stated Principal Balance of any REO will be the unpaid principal balance

immediately prior to foreclosure.

Stepdown Date: The date occurring on the later of (x) the

Distribution Date in April 2008 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 Due Period but before giving effect to payments on the Certificates on

such Distribution Date) is greater than or equal to 63.20%.

Subordinate Certificates: As specified in the Preliminary

Statement.

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 N hereto, executed and delivered by the

related Servicer, the Depositor, the Seller and the Trustee 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 Fund pursuant to the related Subsequent Transfer Agreement.

Subservicer: Any Subservicer which is subservicing the

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 Mortgage Loans.

Substitution Adjustment Amount: As defined in Section 2.03.

Targeted Overcollateralization Amount: For any Distribution

Date prior to the Stepdown Date, 5.10% of the Aggregate Collateral Balance as of

the Cut-off Date; with respect to any Distribution Date on or after the Stepdown

Date and with respect to which a Trigger Event is not in effect, the greater of

(a) 10.20% of the Aggregate Collateral Balance for such Distribution Date, or

(b) 0.50% of the Aggregate Collateral Balance as of the Cut-off Date; with

respect to any Distribution Date on or after the Stepdown Date with respect to

which a Trigger Event is in effect and is continuing, the Targeted

Overcollateralization Amount for the Distribution Date immediately preceding

such Distribution Date. Notwithstanding the foregoing, on and after any

Distribution Date following the reduction of the aggregate Class Principal

<PAGE>

Balance of the Class A, Class M and Class B Certificates to zero, the Targeted

Overcollateralization Amount shall be zero. Upon (x) written direction by the

Majority in Interest Holder of the Class X-1 Certificates and (y) the issuance

by an affiliate of the Depositor of a credit enhancement contract in favor of

REMIC 1 which is satisfactory to the Rating Agencies and (z) receipt by the

Trustee of an Opinion of Counsel, which opinion shall not be an expense of the

Trustee or the Trust Fund, but shall be at the expense of the Majority in

Interest Holder of the Class X-1 Certificates, to the effect that such credit

enhancement contract will not cause the imposition of any federal tax on the

Trust Fund or the Certificateholders or cause REMIC 1, REMIC 2 and REMIC 3 to

fail to qualify as a REMIC at any time that any Certificates are outstanding,

the Targeted Overcollateralization Amount shall be reduced to the level approved

by the Rating Agencies as a result of such credit enhancement contract. Any

credit enhancement contract referred to in the previous sentence shall be

collateralized by cash or mortgage loans, provided that (i) the aggregate Stated

Principal Balance of the mortgage loans collateralizing any such credit

enhancement contract shall not be less than the excess, if any, of (x) the

initial Targeted Overcollateralization Amount over (y) the then-current

Overcollateralization Amount and (ii) the issuance of any credit enhancement

contract supported by mortgage loans shall not result in a downgrading of the

ratings assigned by the Rating Agencies.

Tax Matters Person: The person designated as "tax matters

person" in the manner provided under Treasury regulation ss. 1.860F-4(d) and

temporary Treasury regulation ss. 301.6231(a)(7)-1T.

Transfer: Any direct or indirect transfer or sale of any

Ownership Interest in a Residual Certificate.

Trigger Event: A Trigger Event will be in effect for any

Distribution Date on or after the Stepdown Date if (a) the Rolling Three Month

Delinquency Rate as of the last day of the related Due Period equals or exceeds

16.00% of the Senior Enhancement Percentage for such Distribution Date or (ii) a

Cumulative Loss Event is occurring. The Trigger Event may be amended by the

parties hereto in the future with the consent of the Rating Agencies.

Trust Collateral: As defined in Section 9.01(c).

Trust Fund: Collectively, the assets of REMIC 1, REMIC 2,

REMIC 3, the Pre-Funding Account.

Trustee: JPMorgan Chase Bank, N.A. and its successors and, if

a successor trustee is appointed hereunder, such successor.

Trustee Fee: As to each Mortgage Loan and any Distribution

Date, an amount equal to one month's interest at the Trustee 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).

<PAGE>

Trustee Fee Rate: With respect to any Distribution Date,

0.005% per annum.

Uncertificated Accrued Interest: With respect to each REMIC

Regular Interest on each Distribution Date, an amount equal to one month's

interest at the related Uncertificated Pass-Through Rate on the Uncertificated

Principal Balance of such REMIC Regular Interest. In each case, Uncertificated

Accrued Interest will be reduced by any Net Prepayment Interest Shortfalls and

Relief Act Reductions (allocated to such REMIC Regular Interests based on the

priorities set forth in Section 1.03).

Uncertificated Notional Amount: With respect to REMIC 1

Regular Interest LTI-S, the Uncertificated Notional Amount shall be equal to the

principal balance of the Mortgage Loans; and with respect to REMIC 2 Regular

Interest MTI-S, the Uncertificated Notional Amount shall be equal to the

Uncertificated Notional Amount of REMIC 1 Regular Interest LTI-S.

Uncertificated Pass-Through Rate: The Uncertificated REMIC 1

Pass-Through Rate and the Uncertificated REMIC 2 Pass-Through Rate.

Uncertificated Principal Balance: With respect to each REMIC

Regular Interest, the amount of such REMIC Regular Interest outstanding as of

any date of determination. As of the Closing Date, the Uncertificated Principal

Balance of each REMIC Regular Interest shall equal the amount set forth in the

Preliminary Statement hereto as its initial Uncertificated Principal Balance. On

each Distribution Date, the Uncertificated Principal Balance of each REMIC

Regular Interest shall be reduced by all distributions of principal made on such

REMIC Regular Interest on such Distribution Date pursuant to Section 4.07 and,

if and to the extent necessary and appropriate, shall be further reduced on such

Distribution Date by Realized Losses as provided in Section 4.05(b), and the

Uncertificated Principal Balance of REMIC 2 Regular Interest MTI-ZZ shall be

increased by interest deferrals as provided in Section 4.07. The Uncertificated

Principal Balance of each REMIC Regular Interest that has an Uncertificated

Principal Balance shall never be less than zero.

Uncertificated REMIC 1 Pass-Through Rate: With respect to each

REMIC 1 Regular Interest (other than REMIC 1 Regular Interests LTI-1PF and

LTI-S) and the Interest Accrual Periods in April 2005, May 2005 and June 2005, a

per annum rate equal to the Initial Mortgage Loan Net WAC Rate; with respect to

REMIC 1 Regular Interest LTI-1PF and the Interest Accrual Periods in April 2005,

May 2005 and June 2005, a per annum rate equal to 0.00%, and with respect to

each REMIC 1 Regular Interest (other than REMIC 1 Regular Interest LTI-S) and

each Interest Accrual Period thereafter, the weighted average of the Net

Mortgage Rates on the Mortgage Loans. With respect to REMIC 1 Regular Interest

LTI-S, a per annum rate, determined on a Mortgage Loan by Mortgage Loan basis,

equal to the excess of (i) the excess of (a) the Mortgage Rate for each Wilshire

Serviced Loan over (b) the sum of the Servicing Fee Rate, the Credit Risk

Manager Fee Rate and the Trustee Fee Rate, over (ii) the Net Mortgage Rate of

each such Wilshire Serviced Loan.

<PAGE>

Uncertificated REMIC 2 Pass-Through Rate: For any Distribution

Date, with respect to REMIC 2 Regular Interest MTI-AA, REMIC 2 Regular Interest

MTI-A-1, REMIC 2 Regular Interest MTI-A-2, REMIC 2 Regular Interest MTI-A-3,

REMIC 2 Regular Interest MTI-M-1, REMIC 2 Regular Interest MTI-M-2, REMIC 2

Regular Interest MTI-M-3, REMIC 2 Regular Interest MTI-M-4, REMIC 2 Regular

Interest MTI-M-5, REMIC 2 Regular Interest MTI-M-6, REMIC 2 Regular Interest

MTI-M-7, REMIC 2 Regular Interest MTI-M-8, REMIC 2 Regular Interest MTI-M-9,

REMIC 2 Regular Interest MTI-B-1, REMIC 2 Regular Interest MTI-B-2 and REMIC 2

Regular Interest MTI-ZZ, the REMIC 2 Net WAC Rate, and for any Distribution Date

with respect to REMIC 2 Regular Interest MT-P and REMIC 2 Regular Interest MT-R,

in April 2005, May 2005 and June 2005, the Initial Mortgage Loan Net WAC, and

for any Distribution Date thereafter, the REMIC 2 Net WAC Rate.