POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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CSFB HOME EQUITY ASSET TRUST 2004-8 | U.S. BANK NATIONAL ASSOCIATION, | THE MURRAYHILL COMPANY | OCWEN FEDERAL BANK FSB, | WELLS FARGO BANK, N.A.,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 5/4/2005

POOLING AND SERVICING AGREEMENT

, Parties: csfb home equity asset trust 2004-8 , u.s. bank national association , the murrayhill company , ocwen federal bank fsb , wells fargo bank n.a.

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

Depositor

DLJ MORTGAGE CAPITAL, INC.,

Seller

OCWEN FEDERAL BANK FSB,

Servicer

WELLS FARGO BANK, N.A.,

Servicer, Master Servicer and Back-Up Servicer

THE MURRAYHILL COMPANY,

Credit Risk Manager

and

U.S. BANK NATIONAL ASSOCIATION,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of November 1, 2004

Home Equity Asset Trust 2004-8

HOME EQUITY PASS-THROUGH CERTIFICATES, SERIES 2004-8

Table of Contents

Page

ARTICLE I DEFINITIONS

SECTION 1.01

Definitions.

SECTION 1.02

Interest Calculations.

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND

WARRANTIES

SECTION 2.01

Conveyance of Mortgage Loans.

SECTION 2.02

Acceptance by the Trustee of the Mortgage Loans.

SECTION 2.03

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

Servicer and the Back-Up Servicer.

SECTION 2.04

Representations and Warranties of the Depositor as to the Mortgage

Loans.

SECTION 2.05

Delivery of Opinion of Counsel in Connection with Substitutions.

SECTION 2.06

Execution and Delivery of Certificates.

SECTION 2.07

REMIC Matters.

SECTION 2.08

Covenants of the Servicers and the Master Servicer.

SECTION 2.09

Conveyance of Pooling REMIC Regular Interests, Subsidiary REMIC

Regular Interests and Intermediate REMIC Regular Interests and

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

Certificates.

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

SECTION 3.01

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

Master Service Designated Mortgage Loans.

SECTION 3.02

Subservicing; Enforcement of the Obligations of Subservicers.

SECTION 3.03

[Reserved].

SECTION 3.04

Notification of Adjustments.

SECTION 3.05

Trustee to Act as Servicer.

SECTION 3.06

Collection of Non-Designated Mortgage Loans; Collection Account;

Certificate Account; Prefunding Account; Capitalized Interest Account.

SECTION 3.07

Establishment of and Deposits to Escrow Accounts; Permitted

Withdrawals from Escrow Accounts; Payments of Taxes, Insurance

and Other Charges.

SECTION 3.08

Access to Certain Documentation and Information Regarding the

Mortgage Loans; Inspections.

SECTION 3.09

Permitted Withdrawals from the Collection Accounts and Certificate

Account.

SECTION 3.10

Maintenance of Hazard Insurance; Mortgage Impairment Insurance and

Primary Insurance Policy; Claims; Restoration of Mortgaged Property.

SECTION 3.11

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

SECTION 3.12

Realization Upon Defaulted Mortgage Loans; Repurchase of Certain

Mortgage Loans.

SECTION 3.13

Trustee to Cooperate; Release of Mortgage Files.

SECTION 3.14

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

for the Trustee.

SECTION 3.15

Servicing and Master Servicing Compensation: Master Servicer’s

Indemnity.

SECTION 3.16

Access to Certain Documentation.

SECTION 3.17

Annual Statement as to Compliance.

SECTION 3.18

Annual Independent Public Accountants’ Servicing Statement;

Financial Statements.

SECTION 3.19

Maintenance of Fidelity Bond and Errors and Omissions Insurance.

SECTION 3.20

Prepayment Premiums.

SECTION 3.21

Duties and Removal of the Credit Risk Manager.

SECTION 3.22

Advance Facility.

SECTION 3.23

Designated Mortgage Loans; Designated Servicing Compensation.

ARTICLE IV DISTRIBUTIONS AND ADVANCES

100

SECTION 4.01

Advances.

100

SECTION 4.02

Priorities of Distribution.

101

SECTION 4.03

Allocation of Losses.

108

SECTION 4.04

Monthly Statements to Certificateholders.

109

SECTION 4.05

Servicers and Master Servicer to Cooperate.

112

SECTION 4.06

Basis Risk Reserve Fund.

112

SECTION 4.07

The Class A-3 Interest Rate Cap Agreement.

113

SECTION 4.08

The Interest Rate Cap Agreement.

114

ARTICLE V THE CERTIFICATES

117

SECTION 5.01

The Certificates.

117

SECTION 5.02

Certificate Register; Registration of Transfer and Exchange of Certificates.

117

SECTION 5.03

Mutilated, Destroyed, Lost or Stolen Certificates.

122

SECTION 5.04

Persons Deemed Owners.

122

SECTION 5.05

Access to List of Certificateholders’ Names and Addresses.

122

SECTION 5.06

Maintenance of Office or Agency.

123

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

THE SERVICERS

124

SECTION 6.01

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

Master Servicer.

124

SECTION 6.02

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

the Back-Up Servicer or a Servicer.

124

SECTION 6.03

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

Servicers and the Back-Up Servicer.

125

SECTION 6.04

Limitation on Resignation of a Servicer or the Master Servicer.

126

SECTION 6.05

Limitation Upon Liability of the Credit Risk Manager.

127

ARTICLE VII DEFAULT

128

SECTION 7.01

Events of Default.

128

SECTION 7.02

Trustee to Act; Appointment of Successor.

132

SECTION 7.03

Notification to Certificateholders.

134

SECTION 7.04

Termination of Duties of the Back-Up Servicer.

134

ARTICLE VIII CONCERNING THE TRUSTEE

135

SECTION 8.01

Duties of the Trustee.

135

SECTION 8.02

Certain Matters Affecting the Trustee.

136

SECTION 8.03

Trustee Not Liable for Certificates or Mortgage Loans.

137

SECTION 8.04

Trustee May Own Certificates.

138

SECTION 8.05

Trustee’s Fees and Expenses.

138

SECTION 8.06

Eligibility Requirements for the Trustee.

138

SECTION 8.07

Resignation and Removal of the Trustee.

139

SECTION 8.08

Successor Trustee.

140

SECTION 8.09

Merger or Consolidation of the Trustee.

140

SECTION 8.10

Appointment of Co-Trustee or Separate Trustee.

140

SECTION 8.11

Tax Matters.

142

SECTION 8.12

Periodic Filings.

145

SECTION 8.13

Trust Obligations.

147

SECTION 8.14

Determination of Certificate Index.

147

SECTION 8.15

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

148

ARTICLE IX TERMINATION

149

SECTION 9.01

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

149

SECTION 9.02

Final Distribution on the Certificates.

150

SECTION 9.03

Additional Termination Requirements.

151

ARTICLE X MISCELLANEOUS PROVISIONS

153

SECTION 10.01

Amendment.

153

SECTION 10.02

Recordation of Agreement; Counterparts.

154

SECTION 10.03

Governing Law.

155

SECTION 10.04

Intention of Parties.

155

SECTION 10.05

Notices.

155

SECTION 10.06

Severability of Provisions.

156

SECTION 10.07

Assignment.

156

SECTION 10.08

Limitation on Rights of Certificateholders.

156

SECTION 10.09

Certificates Nonassessable and Fully Paid.

157

SECTION 10.10

Protection of Assets.

157

SECTION 10.11

Non-Solicitation.

158

EXHIBITS

EXHIBIT A

Form of Class A -[•] Certificate

EXHIBIT B

Form of Class M -[•] Certificate

EXHIBIT C

Form of Class B -[•] Certificate

EXHIBIT D

Form of Residual Certificate

EXHIBIT E

Form of Class X Certificate
EXHIBIT F

Form of Interest Only Certificates

EXHIBIT G

Form of Initial Certification of Custodian

EXHIBIT H

Form of Final Certification of Custodian

EXHIBIT I

Transfer Affidavit

EXHIBIT J

Form of Transferor Certificate

EXHIBIT K

Form of Investment Letter (Non-rule 144A)

EXHIBIT L

Form of Rule 144A Letter

EXHIBIT M

Request for Release

EXHIBIT N

Officer’s Certificate with Respect to Principal Prepayments

EXHIBIT O

Form of Servicer Report

EXHIBIT P

[Reserved]

EXHIBIT Q

Form of Subsequent Transfer Agreement

EXHIBIT R

Form of Special Request for Release

EXHIBIT S

[Reserved]

EXHIBIT T

Form of Interest Rate Cap Agreement

EXHIBIT U

Form of Depositor Certification

EXHIBIT V

Form of Trustee Certification

EXHIBIT W

Form of Servicer Certification

SCHEDULE I

Mortgage Loan Schedule for Mortgage Loans

SCHEDULE IIA

Representations and Warranties of Seller – DLJMC

SCHEDULE IIB

Representations and Warranties of Servicer – WFBNA

SCHEDULE IIC

Representations and Warranties of Servicer – Ocwen

SCHEDULE IID

Representations and Warranties of Back Up Servicer – WFBNA

SCHEDULE IIE

Representations and Warranties of Master Servicer

SCHEDULE III

Representations and Warranties – Mortgage Loans

SCHEDULE IV

Designated Mortgage Loan Schedule

SCHEDULE V

Designated Servicing Agreements

SCHEDULE VI

Servicing Fee Rates for the Designated Servicers

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

WITNESSETH THAT

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

PRELIMINARY STATEMENT

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

The Pooling REMIC

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

Pooling REMIC Lower Tier Class Designation	Pooling REMIC Lower Tier Interest Rate	Initial Class Principal Amount
Class LTP-A	(1)	$ 83,000,025.00
Class LTP-F1	(2)	$ 19,500,000.00
Class LTP-V1	(3)	$ 19,500,000.00
Class LTP-F2	(2)	$ 18,500,000.00
Class LTP-V2	(3)	$ 18,500,000.00
Class LTP-F3	(2)	$ 18,000,000.00
Class LTP-V3	(3)	$ 18,000,000.00
Class LTP-F4	(2)	$ 17,000,000.00
Class LTP-V4	(3)	$ 17,000,000.00
Class LTP-F5	(2)	$ 16,500,000.00
Class LTP-V5	(3)	$ 16,500,000.00
Class LTP-F6	(2)	$ 15,500,000.00
Class LTP-V6	(3)	$ 15,500,000.00
Class LTP-F7	(2)	$ 15,000,000.00
Class LTP-V7	(3)	$ 15,000,000.00
Class LTP-F8	(2)	$ 14,500,000.00
Class LTP-V8	(3)	$ 14,500,000.00
Class LTP-F9	(2)	$ 14,000,000.00
Class LTP-V9	(3)	$ 14,000,000.00
Class LTP-F10	(2)	$ 13,000,000.00
Class LTP-V10	(3)	$ 13,000,000.00
Class LTP-F11	(2)	$ 12,500,000.00
Class LTP-V11	(3)	$ 12,500,000.00
Class LTP-F12	(2)	$ 12,000,000.00
Class LTP-V12	(3)	$ 12,000,000.00
Class LTP-F13	(2)	$ 12,000,000.00
Class LTP-V13	(3)	$ 12,000,000.00
Class LTP-F14	(2)	$ 11,000,000.00
Class LTP-V14	(3)	$ 11,000,000.00
Class LTP-F15	(2)	$ 10,500,000.00
Class LTP-V15	(3)	$ 10,500,000.00
Class LTP-F16	(2)	$ 10,000,000.00
Class LTP-V16	(3)	$ 10,000,000.00
Class LTP-F17	(2)	$ 10,000,000.00
Class LTP-V17	(3)	$ 10,000,000.00
Class LTP-F18	(2)	$ 9,000,000.00
Class LTP-V18	(3)	$ 9,000,000.00
Class LTP-F19	(2)	$ 9,000,000.00
Class LTP-V19	(3)	$ 9,000,000.00
Class LTP-F20	(2)	$ 8,500,000.00
Class LTP-V20	(3)	$ 8,500,000.00
Class LTP-F21	(2)	$ 8,500,000.00
Class LTP-V21	(3)	$ 8,500,000.00
Class LTP-F22	(2)	$184,000,000.00
Class LTP-V22	(3)	$184,000,000.00
Class LTP-A-IO-S	(4)	(4)
Class R-II	(3)	$ 25.00

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

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

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

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

The Subsidiary REMIC

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

Subsidiary REMIC Lower Tier Class Designation	Subsidiary REMIC Lower Tier Interest Rate	Initial Class Principal Balance	Corresponding Class of Intermediate REMIC Interests
Class LT1-A-1A	(1)	$ 57,750,000.00	Class LT2-A-1A
Class LT1-A-1B	(1)	$152,250,000.00	Class LT2-A-1B
Class LT1-A-2A	(1)	$ 14,437,500.00	Class LT2-A-2A
Class LT1-A-2B	(1)	$ 38,062,500.00	Class LT2-A-2B
Class LT1-A-3A	(1)	$ 14,987,503.44	Class LT2-A-3A
Class LT1-A-3B	(1)	$ 39,512,509.06	Class LT2-A-3B
Class LT1-A-4A	(1)	$ 25,850,000.00	Class LT2-A-4A
Class LT1-A-4B	(1)	$ 68,150,000.00	Class LT2-A-4B
Class LT1-M-1	(1)	$ 17,500,000.00	Class LT2-M-1
Class LT1-M-2	(1)	$ 16,000,000.00	Class LT2-M-2
Class LT1-M-3	(1)	$ 9,750,000.00	Class LT2-M-3
Class LT1-M-4	(1)	$ 8,500,000.00	Class LT2-M-4
Class LT1-M-5	(1)	$ 7,750,000.00	Class LT2-M-5
Class LT1-M-6	(1)	$ 7,500,000.00	Class LT2-M-6
Class LT1-B-1	(1)	$ 6,500,000.00	Class LT2-B-1
Class LT1-B-2	(1)	$ 6,000,000.00	Class LT2-B-2
Class LT1-B-3	(1)	$ 5,250,000.00	Class LT2-B-3
Class LT1-B-4	(1)	$ 4,250,000.00	Class LT2-B-4
Class LT1-Q	(1)	$500,000,012.50	N/A
Class LT1-AIO-2	(2)	(2)	Class LT2-AIO-2
Class LT1-AIO-S	(3)	(3)	Class LT2-AIO-S
Class LT1-R	(4)	(4)	N/A

___________________________

(1)

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

(2)

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

Distribution Dates	Pooling REMIC Class Designation
3	Class LTP-F-1
3-4	Class LTP-F-2
3-5	Class LTPI-F-3
3-6	Class LTP-F-4
3-7	Class LTP-F-5
3-8	Class LTP-F-6
3-9	Class LTP-F-7
3-10	Class LTP-F-8
3-11	Class LTP-F-9
3-12	Class LTP-F-10
3-13	Class LTP-F-11
3-14	Class LTP-F-12
3-15	Class LTP-F-13
3-16	Class LTP-F-14
3-17	Class LTP-F-15
3-18	Class LTP-F-16
3-19	Class LTP-F-17
3-20	Class LTP-F-18
3-21	Class LTP-F-19
3-22	Class LTP-F-20
3-23	Class LTP-F-21
3-24	Class LTP-F-22

(3)

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

(4)

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

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

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

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

(viii)

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

(ix)

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

(x)

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

(xi)

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

(xii)

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

(xiii)

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

(xiv)

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

(xv)

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

(xvi)

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

(xvii)

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

(xviii)

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

(xix)

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

The Intermediate REMIC

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

Intermediate REMIC Class Designation	Intermediate REMIC Interest Rate	Initial Class Principal Balance	Corresponding Class of Certificate(s) or Component
Class LT2-A-1A	(1)	$115,500,000.00	Class A-1, A-IO-1
Class LT2-A-1B	(2)	$304,500,000.00	Class A-1
Class LT2-A-2A	(1)	$ 28,875,000.00	Class A-2, A-IO-1
Class LT2-A-2B	(2)	$ 76,125,000.00	Class A-2
Class LT2-A-3A	(1)	$ 29,975,006.88	Class A-3, A-IO-1
Class LT2-A-3B	(2)	$ 79,025,018.13	Class A-3
Class LT2-A-4A	(1)	$ 51,700,000.00	Class A-4, A-IO-1
Class LT2-A-4B	(2)	$136,300,000.00	Class A-4
Class LT2-M-1	(3)	$ 35,000,000.00	Class M-1
Class LT2-M-2	(3)	$ 32,000,000.00	Class M-2
Class LT2-M-3	(3)	$ 19,500,000.00	Class M-3
Class LT2-M-4	(3)	$ 17,000,000.00	Class M-4
Class LT2-M-5	(3)	$ 15,500,000.00	Class M-5
Class LT2-M-6	(3)	$ 15,000,000.00	Class M-6
Class LT2-B-1	(3)	$ 13,000,000.00	Class B-1
Class LT2-B-2	(3)	$ 12,000,000.00	Class B-2
Class LT2-B-3	(3)	$ 10,500,000.00	Class B-3
Class LT2-B-4	(3)	$ 8,500,000.00	Class B-4
Class LT2-AIO-2	(4)	(4)	Class AIO-2
Class LT2-AIO-S	(5)	(5)	Class AIO-S
Class LT2-X	(6)	(6)	Class X
Class LT2-R	(7)	(7)	Class R

___________________________

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

(6)

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

(7)

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

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

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

The Master REMIC

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

Class Designation	Initial Certificate Principal Balance or Initial Class Notional Amount	Pass-Through Rate	Assumed Final Maturity Date (1)	Minimum Denominations or Percentage Interest	Integral Multiples in Excess of Minimum
Class A-1	$420,000,000	2.635% ⁽²⁾	March 2035	$25,000	$1
Class A-2	$105,000,000	2.675% ⁽²⁾	March 2035	$25,000	$1
Class A-3	$109,000,000	2.670% ⁽²⁾
Class A-4	$188,000,000	2.640% ⁽²⁾
Class A-IO-1	(3)	5.720% ⁽³⁾	March 2035	$25,000	$1
Class A-IO-2	(4)	(4)	March 2035	$25,000	$1
Class A-IO-S	(5)	(5)	March 2035	$25,000	$1
Class M-1	$ 35,000,000	2.860% ⁽²⁾	March 2035	$25,000	$1
Class M-2	$ 32,000,000	2.890% ⁽²⁾	March 2035	$25,000	$1
Class M-3	$ 19,500,000	2.960% ⁽²⁾	March 2035	$25,000	$1
Class M-4	$ 17,000,000	3.280% ⁽²⁾	March 2035	$25,000	$1
Class M-5	$ 15,500,000	3.380% ⁽²⁾	March 2035	$25,000	$1
Class M-6	$ 15,000,000	3.530% ⁽²⁾	March 2035	$25,000	$1
Class B-1	$ 13,000,000	3.980% ⁽²⁾	March 2035	$25,000	$1
Class B-2	$ 12,000,000	4.080% ⁽²⁾	March 2035	$25,000	$1
Class B-3	$ 10,500,000	5.380% ⁽²⁾	March 2035	$25,000	$1
Class B-4	$ 8,500,000	6.780% ⁽²⁾	March 2035	$25,000	$1
Class X	(6)	(6)	March 2035	10%	N/A
Class R ⁽⁷⁾	$ 25.00	2.640% ⁽²⁾	March 2035	20%	N/A
Class R-II ⁽⁸⁾	$ 25.00	2.640% ⁽²⁾	March 2035	20%	N/A

___________________________

(1)

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

(2)

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

(3)

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

•

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

(1)

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

(2)

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

(3)

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

(4)

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

(5)

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

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

Book-Entry Certificates

All Classes of Certificates other than the Physical Certificates.

Class A Certificates

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

Class A-IO Certificates

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

Class B Certificates

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

Class M Certificates

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

Class X Certificates

The Class X Certificates.

ERISA-Restricted Certificates

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

LIBOR Certificates

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

Notional Amount Certificates

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

Offered Certificates

All Classes of Certificates other than the Private Certificates.

Private Certificates

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

Physical Certificates

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

Rating Agencies

Fitch, Moody’s and S&P.

Regular Certificates

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

Residual Certificates

The Class R and Class R-II Certificates.

Senior Certificates

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

Subordinate Certificates

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

ARTICLE I

DEFINITIONS

SECTION 1.01

Definitions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Auction Purchaser : As defined in Section 9.01.

Auction Date : As defined in Section 9.01.

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

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

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

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

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

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

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

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

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

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

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

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

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

Capitalized Interest Deposit : $1,080,000.

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

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

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

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

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

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

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

Class of LIBOR Certificates	Certificate Margin
	(1)	(2)
A-1	0.355%	0.710%
A-2	0.395%	0.790%
A-3	0.390%	0.780%
A-4	0.360%	0.720%
M-1	0.580%	0.870%
M-2	0.610%	0.915%
M-3	0.680%	1.020%
M-4	1.000%	1.500%
M-5	1.100%	1.600%
M-6	1.250%	1.750%
B-1	1.700%	2.200%
B-2	1.800%	2.300%
B-3	3.100%	3.600%
B-4	4.500%	5.000%
R	0.360%	(3)
R-II	0.360%	(3)

______________________

(1)

Prior to and on the Optional Termination Date.

(2)

After the Optional Termination Date.

(3)

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

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

Certificate Register : The register maintained pursuant to Section 5.02.

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

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

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

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

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

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

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

Distribution Date	Specified Notional Amount ($)	Distribution Date	Specified Notional Amount ($)
		December 2005	594,000,000
December 2004	0	January 2006	569,000,000
January 2005	0	February 2006	545,000,000
February 2005	917,000,000	March 2006	521,000,000
March 2005	878,000,000	April 2006	499,000,000
April 2005	841,000,000	May 2006	478,000,000
May 2005	805,000,000	June 2006	458,000,000
June 2005	771,000,000	July 2006	438,000,000
July 2005	738,000,000	August 2006	420,000,000
August 2005	707,000,000	September 2006	402,000,000
September 2005	677,000,000	October 2006	385,000,000
October 2005	648,000,000	November 2006	368,000,000
November 2005	620,000,000	December 2006 and thereafter	0

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

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

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

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

Closing Date : December 1, 2004.

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

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

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

Commission : The Securities and Exchange Commission.

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

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

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

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

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

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

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

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

Credit Risk Manager Fee Rate : 0.0165% per annum.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i)

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

(ii)

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

(iii)

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

(iv)

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

(v)

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

(vi)

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

(vii)

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

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

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

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

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

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

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

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

Event of Default : As defined in Section 7.01 herein.

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

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

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

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

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

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

Fair Market Value : As defined in Section 9.01 hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Initial Cut-off Date : November 1, 2004.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Intermediate REMIC : As specified in the Preliminary Statement.

ISDA : International Swaps and Derivatives Association, Inc.

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

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

LIBOR Certificates : As defined in the Preliminary Statement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Master REMIC : As specified in the Preliminary Statement.

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

Master Servicer Employees : As defined in Section 3.19 herein.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i)

the Mortgage Loan identifying number;

(ii)

the Mortgagor’s name;

(iii)

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

(iv)

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

(v)

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

(vi)

the original months to maturity;

(vii)

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

(viii)

the Mortgage Rate as of the Cut-off Date;

(ix)

the stated maturity date;

(x)

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

(xi)

the original principal amount of the Mortgage Loan;

(xii)

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

(xiii)

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

(xiv)

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

(xv)

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

(xvi)

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

(xvii)

the Gross Margin, if applicable;

(xviii)

the Periodic Rate Cap, if applicable;

(xix)

the Minimum Mortgage Rate, if applicable;

(xx)

the Maximum Mortgage Rate, if applicable;

(xxi)

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

(xxii)

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

(xxiii)

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

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

(xxiv)

the number of Mortgage Loans;

(xxv)

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

(xxvi)

the weighted average Mortgage Rate of the Mortgage Loans.

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

Mortgage Pool : All of the Mortgage Loans.

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

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

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

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

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

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

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

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

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

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

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

Notional Amount Certificates : As specified in the Preliminary Statement.

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

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

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

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

Range of Distribution Dates	Percentage
December 2004 – November 2008	4.25%*
December 2008 – November 2009	5.65%*
December 2009 – November 2010	6.70%*
December 2010 and thereafter	7.05%

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

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

Offered Certificates : As specified in the Preliminary Statement.

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

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

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

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

OTS : The Office of Thrift Supervision.

Outsourcer : As defined in Section 3.02 herein.

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

(xxvii)

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

(xxviii)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Physical Certificates : As specified in the Preliminary Statement.

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

Pooling REMIC : As specified in the Preliminary Statement.

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

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

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

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

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

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

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

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

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

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

Private Certificates : As specified in the Preliminary Statement.

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

PUD : Planned Unit Development.

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

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

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

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

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

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

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

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

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

Regular Certificates : As specified in the Preliminary Statement.

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

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

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

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

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

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

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

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

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

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

Residual Certificates : As specified in the Preliminary Statement.

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

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

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

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

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

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

Seller : DLJMC.

Senior Certificates : As specified in the Preliminary Statement.

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

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

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

Servicer Employee : As defined in Section 3.19 herein.

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

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

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

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

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

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

Startup Day : The Closing Date.

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

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

Subordinate Certificates : As specified in the Preliminary Statement.

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

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

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

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

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

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

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

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

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

Subsidiary REMIC : As specified in the Preliminary Statement.

Substitution Adjustment Amount : As defined in Section 2.03 herein.

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

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

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

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

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

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

Range of Distribution Dates	Percentage
December 2007 – November 2008	2.75%*
December 2008 – November 2009	4.50%*
December 2009 – November 2010	5.75%*
December 2010 – November 2011	6.25%*
December 2011 and thereafter	6.50%*

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

Trust Collateral : As defined in Section 9.01.

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

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

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

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

Trustee Fee Rate : 0.0033% per annum.

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

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

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

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

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

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

SECTION 1.02

Interest Calculations.

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

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
REPRESENTATIONS AND WARRANTIES

SECTION 2.01

Conveyance of Mortgage Loans.

(a)

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

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

(b)

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

(i)

the electronic Mortgage Loan Schedule;

(ii)

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

(A)

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

(iii)

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

(iv)

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

(v)

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

(vi)

for each Mortgage Loan that is not a MERS Mortg