PARK PLACE SECURITIES, INC.

                                    Depositor



                            LITTON LOAN SERVICING LP

                                    Servicer



                                       and

                             WELLS FARGO BANK, N.A.

                                     Trustee




                    ________________________________________

                         POOLING AND SERVICING AGREEMENT
                            Dated as of March 1, 2005

                    ________________________________________




                     Asset-Backed Pass-Through Certificates

                                Series 2005-WLL1

<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                -----------------

SECTION                                                                                            PAGE
-------                                                                                            ----


                                    ARTICLE I
<S><C>             <C>                                                                              <C>
DEFINITIONS............................................................................................

   SECTION 1.01.   Defined Terms......................................................................7
   SECTION 1.02.   Allocation of Certain Interest Shortfalls.........................................59
   SECTION 1.03.   Rights of the NIMS Insurer........................................................60

                                   ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES........................................

   SECTION 2.01.   Conveyance of Mortgage Loans......................................................61
   SECTION 2.02.   Acceptance of REMIC I by the Trustee..............................................63
   SECTION 2.03.   Repurchase or Substitution  of Mortgage Loans by the Seller or the Depositor;
                   Payment of Prepayment Charge Payment Amounts......................................65
   SECTION 2.04.   [Reserved]........................................................................68
   SECTION 2.05.   Representations, Warranties and Covenants of the Servicer.........................68
   SECTION 2.06.   Issuance of the REMIC I Regular Interests and the Class R-I Interest..............70
   SECTION 2.07.   Conveyance of the REMIC I Regular  Interests; Acceptance of REMIC II,
                   REMIC III and REMIC IV by the Trustee.............................................70
   SECTION 2.08.   Issuance of Class R Certificates and Class R-X Certificates.......................72

                                   ARTICLE III

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS.....................................................

   SECTION 3.01.   Servicer to Act as Servicer.......................................................73
   SECTION 3.02.   Collection of Certain Mortgage Loan Payments......................................75
   SECTION 3.03.   [Reserved]........................................................................76
   SECTION 3.04.   Collection Account, Escrow Account and Distribution Account.......................76
   SECTION 3.05.   Permitted Withdrawals From the Collection Account, Escrow Account
                   and Distribution Account..........................................................79
   SECTION 3.06.   Investment of Funds in the Collection Account, the Escrow Account,
                   the REO  Account  and the Distribution Account....................................82
   SECTION 3.07.   Payment of Taxes, Insurance and Other Charges.....................................84
   SECTION 3.08.   Maintenance of Hazard Insurance...................................................85
   SECTION 3.09.   Maintenance of Mortgage Blanket Insurance.........................................85
   SECTION 3.10.   Fidelity Bond; Errors and Omissions Insurance.....................................86
   SECTION 3.11.   Enforcement of Due-On-Sale Clauses; Assumption Agreements.........................86
   SECTION 3.12.   Realization Upon Defaulted Mortgage Loans.........................................87
</TABLE>



                                        i
<PAGE>


<TABLE>
<CAPTION>
<S><C>             <C>                                                                              <C>
   SECTION 3.13.   Title, Management and Disposition of REO Property.................................87
   SECTION 3.14.   [Reserved]........................................................................91
   SECTION 3.15.   Reports of Foreclosure and Abandonment of Mortgaged Properties....................91
   SECTION 3.16.   Optional Purchase of Defaulted Mortgage Loans.....................................92
   SECTION 3.17.   Trustee to Cooperate; Release of Mortgage Files...................................92
   SECTION 3.18.   Servicing Compensation............................................................94
   SECTION 3.19.   Statement as to Compliance........................................................94
   SECTION 3.20.   Independent Public Accountants' Servicing Report..................................95
   SECTION 3.21.   Access to Certain Documentation...................................................95
   SECTION 3.22.   [Reserved]........................................................................96
   SECTION 3.23.   Advance Facility..................................................................96

                                   ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS.........................................................................

   SECTION 4.01.   Distributions.....................................................................98
   SECTION 4.02.   Statements to Certificateholders.................................................106
   SECTION 4.03.   Remittance Reports and Other Reports to the Trustee; Advances;
                   Payments in Respect of Prepayment Interest Shortfalls............................110
   SECTION 4.04.   Allocation of Realized Losses....................................................112
   SECTION 4.05.   Compliance with Withholding Requirements.........................................114
   SECTION 4.06.   Commission Reporting.............................................................114
   SECTION 4.07.   Reserved.........................................................................116
   SECTION 4.08.   Reserved.........................................................................116
   SECTION 4.09.   Swap Account.....................................................................116
   SECTION 4.10.   Net WAC Rate Carryover Reserve Account...........................................117

                                    ARTICLE V

THE CERTIFICATES.......................................................................................

   SECTION 5.01.   The Certificates.................................................................119
   SECTION 5.02.   Registration of Transfer and Exchange of Certificates............................121
   SECTION 5.03.   Mutilated, Destroyed, Lost or Stolen Certificates................................126
   SECTION 5.04.   Persons Deemed Owners............................................................126
   SECTION 5.05.   Certain Available Information....................................................127

                                   ARTICLE VI

THE DEPOSITOR AND THE SERVICER.........................................................................

   SECTION 6.01.   Liability of the Depositor and the Servicer......................................128
   SECTION 6.02.   Merger or Consolidation of the Depositor or the Servicer.........................128
   SECTION 6.03.   Limitation on Liability of the Depositor, the Servicer and Others................128
   SECTION 6.04.   Limitation on Resignation of the Servicer........................................129
</TABLE>



                                       ii
<PAGE>


<TABLE>
<CAPTION>
<S><C>             <C>                                                                              <C>
   SECTION 6.05.   Rights of the Depositor in Respect of the Servicer...............................130
   SECTION 6.06.   Sub-Servicing Agreements Between the Servicer and Sub-Servicers..................131
   SECTION 6.07.   Successor Sub-Servicers..........................................................132
   SECTION 6.08.   Liability of the Servicer........................................................132
   SECTION 6.09.   No Contractual  Relationship Between Sub-Servicers and
                   the NIMS Insurer, the Trustee  or Certificateholders.............................132
   SECTION 6.10.   Assumption or Termination of Sub-Servicing Agreements by Trustee.................133
   SECTION 6.11.   Sub-Servicing Accounts...........................................................133

                                   ARTICLE VII

DEFAULT................................................................................................

   SECTION 7.01.   Servicer Events of Default.......................................................134
   SECTION 7.02.   Trustee to Act; Appointment of Successor.........................................136
   SECTION 7.03.   Notification to Certificateholders...............................................138
   SECTION 7.04.   Waiver of Servicer Events of Default.............................................138

                                  ARTICLE VIII

CONCERNING THE TRUSTEE.................................................................................

   SECTION 8.01.   Duties of Trustee................................................................139
   SECTION 8.02.   Certain Matters Affecting the Trustee............................................140
   SECTION 8.03.   The Trustee Not Liable for Certificates or Mortgage Loans........................141
   SECTION 8.04.   Trustee  May Own Certificates....................................................142
   SECTION 8.05.   Trustee's Fees and Expenses......................................................142
   SECTION 8.06.   Eligibility Requirements for Trustee.............................................143
   SECTION 8.07.   Resignation and Removal of the Trustee...........................................143
   SECTION 8.08.   Successor Trustee................................................................144
   SECTION 8.09.   Merger or Consolidation of Trustee...............................................144
   SECTION 8.10.   Appointment of Co-Trustee or Separate Trustee....................................145
   SECTION 8.11.   Appointment of Custodians........................................................146
   SECTION 8.12.   Appointment of Office or Agency..................................................146
   SECTION 8.13.   Representations and Warranties of the Trustee....................................146

                                   ARTICLE IX

TERMINATION............................................................................................

   SECTION 9.01.   Termination Upon Repurchase or Liquidation of All Mortgage Loans.................148
   SECTION 9.02.   Additional Termination Requirements..............................................150
</TABLE>



                                       iii
<PAGE>


<TABLE>
<CAPTION>
<S><C>             <C>                                                                              <C>
                                    ARTICLE X

REMIC PROVISIONS.......................................................................................

   SECTION 10.01.  REMIC Administration.............................................................151
   SECTION 10.02.  Prohibited Transactions and Activities...........................................154
   SECTION 10.03.  Servicer and Trustee Indemnification.............................................154

                                   ARTICLE XI

MISCELLANEOUS PROVISIONS...............................................................................

   SECTION 11.01.  Amendment........................................................................155
   SECTION 11.02.  Recordation of Agreement; Counterparts...........................................156
   SECTION 11.03.  Limitation on Rights of Certificateholders.......................................157
   SECTION 11.04.  Governing Law....................................................................157
   SECTION 11.05.  Notices..........................................................................157
   SECTION 11.06.  Severability of Provisions.......................................................158
   SECTION 11.07.  Notice to Rating Agencies and the NIMS Insurer...................................158
   SECTION 11.08.  Article and Section References...................................................159
   SECTION 11.09.  Grant of Security Interest.......................................................159
   SECTION 11.10.  Third Party Rights...............................................................160
</TABLE>



                                       iv
<PAGE>


Exhibits
--------

Exhibit A-1      Form of Class A-1A Certificate
Exhibit A-2      Form of Class A-1B Certificate
Exhibit A-3 through A-8 [RESERVED].
Exhibit A-9      Form of Class M-1 Certificate
Exhibit A-10     Form of Class M-2 Certificate
Exhibit A-11     Form of Class M-3 Certificate
Exhibit A-12     Form of Class M-4 Certificate
Exhibit A-13     Form of Class M-5 Certificate
Exhibit A-14     Form of Class M-6 Certificate
Exhibit A-15     Form of Class M-7 Certificate
Exhibit A-16     Form of Class M-8 Certificate
Exhibit A-17     Form of Class M-9 Certificate
Exhibit A-18     Form of Class M-10 Certificate
Exhibit A-19     Form of Class M-11 Certificate
Exhibit A-20     Form of Class CE Certificate
Exhibit A-21     Form of Class P Certificate
Exhibit A-22     Form of Class R Certificate
Exhibit A-23     Form of Class R-X Certificate
Exhibit B        Form of Lost Note Affidavit
Exhibit C-1      Form of Trustee's Initial Certification
Exhibit C-2      Form of Trustee's Final Certification
Exhibit C-3      Form of Trustee's Receipt of Mortgage Note
Exhibit D        Form of Mortgage Loan Purchase Agreement
Exhibit E        Request for Release
Exhibit F-1      Form of Transferor Representation Letter and Form of
                 Transferee Representation Letter in Connection with
                 Transfer of Class CE and Class P Certificates Pursuant
                 to Rule 144A Under the 1933 Act
Exhibit F-2      Form of Transfer Affidavit and Agreement and Form of
                 Transferor Affidavit in Connection with Transfer of
                 Residual Certificates
Exhibit G        Form of Certification with respect to ERISA and the Code
Exhibit H        Form of Interest Rate Swap Agreement
Exhibit I        Form of Limited Power of Attorney
Exhibit J-1      Form of Certification to Be Provided by the Depositor with
                 Form 10-K
Exhibit J-2      Form of Certification to Be Provided to Depositor by the
                 Trustee
Exhibit J-3      Form of Certification to Be Provided to Depositor by the
                 Servicer
Exhibit K        Annual Statement of Compliance pursuant to Section 3.19

Schedule 1       Mortgage Loan Schedule
Schedule 2       Prepayment Charge Schedule



                                        v
<PAGE>


                  This Pooling and Servicing Agreement, is dated and effective
as of March 1, 2005, among PARK PLACE SECURITIES, INC., as Depositor, LITTON
LOAN SERVICING LP, as Servicer and WELLS FARGO BANK, N.A., as Trustee.


                             PRELIMINARY STATEMENT:

                  The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate shall evidence the entire beneficial ownership interest
in each REMIC (as defined herein) created hereunder. The Trust Fund shall
consist of a segregated pool of assets consisting of the Mortgage Loans and
certain other related assets subject to this Agreement.


                                     REMIC I
                                     -------

                  As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets (other than any Servicer Prepayment Charge Payment Amounts, the
Net WAC Rate Carryover Reserve Account, the Swap Account and the Interest Rate
Swap Agreement) subject to this Agreement as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as "REMIC I."
The Class R-I Interest shall be the sole class of "residual interests" in REMIC
I for purposes of the REMIC Provisions (as defined herein). The following table
irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the
REMIC I Regular Interests (as defined herein). None of the REMIC I Regular
Interests shall be certificated.


<TABLE>
<CAPTION>

                                                    Initial
                      REMIC I                   Uncertificated     Latest Possible
Designation       Remittance Rate                 Balance ($)      Maturity Date(1)
-----------       ---------------                 -----------      ----------------
<S>                 <C>                         <C>                <C>
I-LT1SWAP1          Variable(2)                  10,134,320.51     March 25, 2035
I-LT1SWAP2          Variable(2)                  12,407,426.35     March 25, 2035
I-LT1SWAP3          Variable(2)                  14,658,477.67     March 25, 2035
I-LT1SWAP4          Variable(2)                  16,870,852.49     March 25, 2035
I-LT1SWAP5          Variable(2)                  19,026,230.23     March 25, 2035
I-LT1SWAP6          Variable(2)                  21,106,035.44     March 25, 2035
I-LT1SWAP7          Variable(2)                  23,091,500.73     March 25, 2035
I-LT1SWAP8          Variable(2)                  24,927,863.61     March 25, 2035
I-LT1SWAP9          Variable(2)                  26,149,409.62     March 25, 2035
I-LT1SWAP10         Variable(2)                  27,204,146.85     March 25, 2035
I-LT1SWAP11         Variable(2)                  26,090,447.46     March 25, 2035
I-LT1SWAP12         Variable(2)                  25,022,835.02     March 25, 2035
I-LT1SWAP13         Variable(2)                  23,999,386.90     March 25, 2035
I-LT1SWAP14         Variable(2)                  23,018,261.11     March 25, 2035
I-LT1SWAP15         Variable(2)                  22,077,692.97     March 25, 2035
I-LT1SWAP16         Variable(2)                  21,175,991.80     March 25, 2035
I-LT1SWAP17         Variable(2)                  20,311,537.82     March 25, 2035
I-LT1SWAP18         Variable(2)                  19,482,779.21     March 25, 2035
I-LT1SWAP19         Variable(2)                  18,688,229.16     March 25, 2035
I-LT1SWAP20         Variable(2)                  17,926,463.21     March 25, 2035
I-LT1SWAP21         Variable(2)                  17,957,757.17     March 25, 2035
I-LT1SWAP22         Variable(2)                  53,397,822.32     March 25, 2035
I-LT1SWAP23         Variable(2)                 196,218,518.21     March 25, 2035
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
<S>                 <C>                 <C>     <C>                <C>
I-LT1SWAP24         Variable(2)                  12,809,784.49     March 25, 2035
I-LT1SWAP25         Variable(2)                  11,203,970.96     March 25, 2035
I-LT1SWAP26         Variable(2)                   5,105,214.43     March 25, 2035
I-LT1SWAP27         Variable(2)                   4,904,361.38     March 25, 2035
I-LT1SWAP28         Variable(2)                   4,711,856.65     March 25, 2035
I-LT1SWAP29         Variable(2)                   4,527,336.12     March 25, 2035
I-LT1SWAP30         Variable(2)                   4,350,452.13     March 25, 2035
I-LT1SWAP31         Variable(2)                   4,180,872.75     March 25, 2035
I-LT1SWAP32         Variable(2)                   4,018,281.05     March 25, 2035
I-LT1SWAP33         Variable(2)                   3,862,374.40     March 25, 2035
I-LT1SWAP34         Variable(2)                   4,040,572.05     March 25, 2035
I-LT1SWAP35         Variable(2)                  33,011,682.63     March 25, 2035
I-LT1SWAP36         Variable(2)                   1,956,727.85     March 25, 2035
I-LT1SWAP37         Variable(2)                   1,897,709.07     March 25, 2035
I-LT1SWAP38         Variable(2)                   1,840,459.08     March 25, 2035
I-LT1SWAP39         Variable(2)                   1,784,925.15     March 25, 2035
I-LT1SWAP40         Variable(2)                   1,731,056.06     March 25, 2035
I-LT1SWAP41         Variable(2)                   1,678,802.16     March 25, 2035
I-LT1SWAP42         Variable(2)                   1,628,115.27     March 25, 2035
I-LT1SWAP43         Variable(2)                   1,578,948.62     March 25, 2035
I-LT1SWAP44         Variable(2)                   1,531,256.86     March 25, 2035
I-LT1SWAP45         Variable(2)                   1,484,995.97     March 25, 2035
I-LT1SWAP46         Variable(2)                   1,440,123.22     March 25, 2035
I-LT1SWAP47         Variable(2)                   1,396,597.19     March 25, 2035
I-LT1SWAP48         Variable(2)                   1,354,377.67     March 25, 2035
I-LT1SWAP49         Variable(2)                   1,313,425.65     March 25, 2035
I-LT1SWAP50         Variable(2)                   1,273,703.27     March 25, 2035
I-LT1SWAP51         Variable(2)                  40,437,078.52     March 25, 2035
   I-LTP            Variable(2)         100.00                     March 25, 2035
</TABLE>

----------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each REMIC I
         Regular Interest.
(2)      Calculated in accordance with the definition of "REMIC I Remittance
         Rate" herein.



                                       2
<PAGE>


                                    REMIC II
                                    --------

                  As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets shall be
designated as "REMIC II." The Class R-II Interest shall evidence the sole class
of "residual interests" in REMIC II for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the REMIC II Remittance Rate, the initial Uncertificated Balance
and, for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),
the "latest possible maturity date" for each of the REMIC II Regular Interests
(as defined herein). None of the REMIC II Regular Interests shall be
certificated.


<TABLE>
<CAPTION>

                                                    Initial
                      REMIC I                   Uncertificated     Latest Possible
Designation       Remittance Rate                 Balance ($)      Maturity Date(1)
-----------       ---------------                 -----------      ----------------
<S>                 <C>                         <C>                <C>
  II-LTAA           Variable(2)                 825,159,065.58     March 25, 2035
 II-LTA1A           Variable(2)                   6,009,360.00     March 25, 2035
 II-LTA1B           Variable(2)                     667,690.00     March 25, 2035
  II-LTM1           Variable(2)                     290,490.00     March 25, 2035
  II-LTM2           Variable(2)                     265,240.00     March 25, 2035
  II-LTM3           Variable(2)                     164,190.00     March 25, 2035
  II-LTM4           Variable(2)                     143,140.00     March 25, 2035
  II-LTM5           Variable(2)                     134,720.00     March 25, 2035
  II-LTM6           Variable(2)                     130,510.00     March 25, 2035
  II-LTM7           Variable(2)                     109,460.00     March 25, 2035
  II-LTM8           Variable(2)                     105,250.00     March 25, 2035
  II-LTM9           Variable(2)                      58,940.00     March 25, 2035
 II-LTM10           Variable(2)                      63,150.00     March 25, 2035
 II-LTM11           Variable(2)                      84,200.00     March 25, 2035
  II-LTZZ           Variable(2)                   8,613,640.93     March 25, 2035
  II-LTP            Variable(2)                 825,159,065.58     March 25, 2035
II-LT1SWAP          Variable(2)                     (3)            March 25, 2035
</TABLE>

----------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each REMIC II
         Regular Interest.
(2)      Calculated in accordance with the definition of "REMIC II Remittance
         Rate" herein.
(3)      REMIC II Regular Interest II-LT1SWAP will not have Uncertificated
         Balances, but will accrue interest on their respective Uncertificated
         Notional Amounts.



                                       3
<PAGE>


                                    REMIC III
                                    ---------

                  As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the REMIC II Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets shall
be designated as "REMIC III." The Class R-III Interest shall evidence the sole
class of "residual interests" in REMIC III for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated
Classes of Certificates.


<TABLE>
<CAPTION>

                                                 Initial Aggregate
                                                    Certificate        Latest Possible
     Designation           Pass-Through Rate     Principal Balance     Maturity Date(1)
     -----------           -----------------     -----------------     ----------------
<S>                         <C>                  <C>                   <C>
      Class A-1A              Variable(2)        $  600,936,000.00     March 25, 2035
      Class A-1B              Variable(2)        $   66,769,000.00     March 25, 2035
      Class M-1               Variable(2)        $   29,049,000.00     March 25, 2035
      Class M-2               Variable(2)        $   26,524,000.00     March 25, 2035
      Class M-3               Variable(2)        $   16,419,000.00     March 25, 2035
      Class M-4               Variable(2)        $   14,314,000.00     March 25, 2035
      Class M-5               Variable(2)        $   13,472,000.00     March 25, 2035
      Class M-6               Variable(2)        $   13,051,000.00     March 25, 2035
      Class M-7               Variable(2)        $   10,946,000.00     March 25, 2035
      Class M-8               Variable(2)        $   10,525,000.00     March 25, 2035
      Class M-9               Variable(2)        $    5,894,000.00     March 25, 2035
      Class M-10              Variable(2)        $    6,315,000.00     March 25, 2035
      Class M-11              Variable(2)        $    8,420,000.00     March 25, 2035
  Class CE Interest         Variable(2)(3)       $   19,365,046.57     March 25, 2035
   Class P Interest             N/A(4)           $          100.00     March 25, 2035
Class SWAP-IO Interest          N/A(5)                 N/A(5)          March 25, 2035
</TABLE>

----------
(1)      For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following 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.
(2)      Calculated in accordance with the definition of "Pass-Through Rate"
         herein.
(3)      The Class CE Interest shall accrue interest at its variable
         Pass-Through Rate on the Notional Amount of the Class CE Interest
         outstanding from time to time which shall equal the Uncertificated
         Balance of the REMIC II Regular Interests (other than REMIC II Regular
         Interest II-LTP). The Class CE Interest shall not accrue interest on
         its Uncertificated Balance.
(4)      The Class P Interest shall not accrue interest.
(5)      The Class SWAP-IO Interests will not have a Pass-Through Rate or a
         Certificate Principal Balance, but will be entitled to 100% of amounts
         distributed on REMIC II Regular Interest II-LT1SWAP.



                                       4
<PAGE>


                                    REMIC IV
                                    --------

                  As provided herein, the Trustee shall elect to treat the
segregated pool of assets consisting of the Class CE Interest as a REMIC for
federal income tax purposes, and such segregated pool of assets shall be
designated as "REMIC IV." The Class R-IV Interest shall evidence the sole class
of "residual interests" in REMIC IV for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated Class
of Certificates.


<TABLE>
<CAPTION>

                                                 Initial Aggregate
                                                    Certificate        Latest Possible
     Designation           Pass-Through Rate     Principal Balance     Maturity Date(1)
     -----------           -----------------     -----------------     ----------------
<S>                           <C>                <C>                   <C>
Class CE Certificates         Variable(2)        $   19,365,046.51     March 25, 2035
</TABLE>

----------
1)       For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for the Class CE
         Certificates.
(2)      The Class CE Certificates shall receive 100% of amounts received in
         respect of the Class CE Interest.



                                       5
<PAGE>


                                     REMIC V
                                     -------

                  As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the Class P Interest as a
REMIC for federal income tax purposes, and such segregated pool of assets shall
be designated as "REMIC V." The Class R-V Interest represents the sole class of
"residual interests" in REMIC V for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the initial aggregate Certificate Principal Balance and, for purposes of
satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for the indicated Class of Certificates.


<TABLE>
<CAPTION>

                                                 Initial Aggregate
                                                    Certificate        Latest Possible
     Designation           Pass-Through Rate     Principal Balance     Maturity Date(1)
     -----------           -----------------     -----------------     ----------------
<S>                           <C>                    <C>               <C>
Class P Certificates          Variable(2)            $  100.00         March 25, 2035
</TABLE>

----------
1)       For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
         regulations, the Distribution Date immediately following the maturity
         date for the Mortgage Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for the Class P
         Certificates.
(2)      The Class P Certificates shall receive 100% of amounts received in
         respect of the Class P Interest.

                  As of the Cut-off Date, the Mortgage Loans had an aggregate
Scheduled Principal Balance equal to $841,999,046.51.

                  In consideration of the mutual agreements herein contained,
the Depositor, the Servicer and the Trustee agree as follows:



                                       6
<PAGE>


                                    ARTICLE I

                                   DEFINITIONS

                           SECTION 1.01. Defined Terms.

                  Whenever used in this Agreement, including, without
limitation, in the Preliminary Statement hereto, the following words and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations
described herein shall be made on the basis of a 360-day year consisting of
twelve 30-day months and all calculations on each Regular Interest shall be made
on the basis of a 360-day year and the actual number of days in the month.

                  "Accrued Certificate Interest": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual Certificates)
and each Distribution Date, interest accrued during the related Interest Accrual
Period at the Pass-Through Rate for such Certificate for such Distribution Date
on the Certificate Principal Balance, in the case of the Adjustable-Rate
Certificates, or on the Notional Amount, in the case of the Class CE
Certificates, of such Certificate immediately prior to such Distribution Date.
The Class P Certificates are not entitled to distributions in respect of
interest and, accordingly, shall not accrue interest. All distributions of
interest on the Adjustable-Rate Certificates shall be calculated on the basis of
a 360-day year and the actual number of days in the applicable Interest Accrual
Period. All distributions of interest on the Class CE Certificates shall be
based on a 360-day year consisting of twelve 30-day months. Accrued Certificate
Interest with respect to each Distribution Date, as to any Class A Certificate
or Mezzanine Certificate, shall be reduced by an amount equal to the portion
allocable to such Certificate pursuant to Section 1.02 hereof of the sum of (a)
the aggregate Prepayment Interest Shortfall, if any, for such Distribution Date
to the extent not covered by payments pursuant to Section 4.03(e) or allocated
to the Class CE Certificates pursuant to Section 1.02 and (b) the aggregate
amount of any Relief Act Interest Shortfall, if any, for such Distribution Date
not allocated to the Class CE Certificates pursuant to Section 1.02. Accrued
Certificate Interest with respect to each Distribution Date and any Class CE
Certificate shall be reduced by (a) Prepayment Interest Shortfalls, if any,
allocated to such Class of Certificates pursuant to Section 1.02 hereof, (b)
Relief Act Interest Shortfalls, if any, allocated to such Class of Certificates
pursuant to Section 1.02 hereof and (c) an amount equal to the portion of
Realized Losses, if any, allocable to interest on the Class CE Certificate
pursuant to Section 4.04 hereof.

                  "Adjustable-Rate Certificates": The Class A Certificates and
the Mezzanine Certificates.

                  "Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as having a Mortgage Rate that is
subject to adjustment.

                  "Adjustment Date": With respect to each Adjustable-Rate
Mortgage Loan, the first day of the month in which the Mortgage Rate of such
Mortgage Loan changes pursuant to the related Mortgage Note. The first
Adjustment Date following the Cut-off Date as to each Adjustable-Rate Mortgage
Loan is set forth in the Mortgage Loan Schedule.



                                       7
<PAGE>


                  "Advance": As to any Mortgage Loan or REO Property, any
advance made by the Servicer or a successor Servicer in respect of any
Distribution Date representing the aggregate of all payments of principal and
interest, net of the Servicing Fee, that were due during the related Due Period
on the Mortgage Loans and that were delinquent on the related Determination
Date, plus certain amounts representing assumed payments not covered by any
current net income on the Mortgaged Properties acquired by foreclosure or deed
in lieu of foreclosure as determined pursuant to Section 4.03.

                  "Affiliate": With respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control," when used with respect
to any specified Person, means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

                  "Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.

                  "Allocated Realized Loss Amount": With respect to any
Distribution Date and any Class of Mezzanine Certificates, the sum of (i) the
Realized Losses allocated to such Class of Certificates on such Distribution
Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of
Certificates remaining undistributed from the previous Distribution Date,
reduced by the amount of the increase in the Certificate Principal Balance of
such Class of Certificates due to the receipt of Subsequent Recoveries as
provided in Section 4.01.

                  "Applicable Regulations": As to any Mortgage Loan, all
federal, state and local laws, statutes, rules and regulations applicable
thereto.

                  "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom if applicable,
the mortgage recordation information which has not been returned by the
applicable recorder's office and/or the assignee's name), which is sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect of record the sale of the Mortgage.

                  "Available Funds": With respect to any Distribution Date, an
amount equal to (1) the sum of (a) the aggregate of the amounts on deposit in
the Collection Account and Distribution Account as of the close of business on
the related Determination Date, including any Subsequent Recoveries, (b) the
aggregate of any amounts received in respect of an REO Property withdrawn from
any REO Account and deposited in the Distribution Account for such Distribution
Date pursuant to Section 3.13, (c) Compensating Interest, if any, deposited in
the Distribution Account by the Servicer for such Distribution Date pursuant to
Section 4.03 and (d) the aggregate of any Advances made by the Servicer for such
Distribution Date pursuant to Section 4.03, reduced (to not less than zero) by
(2) the sum of (x) the portion of the amount described in clause (1)(a) above
that represents (i) Monthly Payments on the Mortgage Loans received from a
Mortgagor on or prior to the Determination Date but due during any Due Period
subsequent to the related Due Period, (ii) Principal Prepayments on the Mortgage
Loans received after the related Prepayment Period (together with any interest
payments received with such



                                       8
<PAGE>


Principal Prepayments to the extent they represent the payment of interest
accrued on the Mortgage Loans during a period subsequent to the end of the prior
calendar month), (iii) Liquidation Proceeds, Insurance Proceeds and Subsequent
Recoveries received in respect of the Mortgage Loans after the related
Prepayment Period, (iv) amounts reimbursable or payable to the Depositor, the
Servicer, the Trustee, the Seller or any Sub-Servicer pursuant to Section 3.05,
Section 3.06 or Section 7.01 or otherwise payable in respect of Extraordinary
Trust Fund Expenses, (v) the Custodian Fee payable from the Distribution Account
pursuant to Section 8.05, (vi) amounts deposited in the Collection Account or
the Distribution Account in error and (vii) the amount of any Prepayment Charges
collected by the Servicer and the amount of any Servicer Prepayment Charge
Payment Amounts and (y) any Net Swap Payment or Swap Termination Payment owed to
the Swap Provider.

                  "Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.

                  "Bankruptcy Loss": With respect to any Mortgage Loan, a
Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.

                  "Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee. Initially, the Book-Entry Certificates
shall be the Class A Certificates and the Mezzanine Certificates.

                  "Book-Entry Custodian": The custodian appointed pursuant to
Section 5.01.

                  "Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings and loan institutions in the State of
California, the State of New Jersey, the State of New York, the State of Texas
or in any city in which the Corporate Trust Office of the Trustee is located,
are authorized or obligated by law or executive order to be closed.

                  "Certificate": Any one of the Depositor's Asset-Backed
Pass-Through Certificates, Series 2005-WLL1, Class A-1A, Class A-1B, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class M-10, Class M-11, Class CE, Class P, Class R and Class R-X,
issued under this Agreement.

                  "Certificate Factor": With respect to any Class of Regular
Certificates as of any Distribution Date, a fraction, expressed as a decimal
carried to six places, the numerator of which is the Certificate Principal
Balance (or the Notional Amount, in the case of the Class CE Certificates) of
such Class of Certificates on such Distribution Date (after giving effect to any
distributions of principal and allocations of Realized Losses in reduction of
the Certificate Principal Balance (or the Notional Amount, in the case of the
Class CE Certificates) of such Class of Certificates to be made on such
Distribution Date), and the denominator of which is the initial aggregate
Certificate Principal Balance (or the Notional Amount, in the case of the Class
CE Certificates) of such Class of Certificates as of the Closing Date.

                  "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes hereof and, solely



                                       9
<PAGE>


for the purposes of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Depositor or the Seller or any
Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to
which it is entitled shall not be taken into account in determining whether the
requisite percentage of Voting Rights necessary to effect any such consent has
been obtained, except as otherwise provided in Section 11.01. The Trustee and
the NIMS Insurer may conclusively rely upon a certificate of the Depositor or
the Seller in determining whether a Certificate is held by an Affiliate thereof.
All references herein to "Holders" or "Certificateholders" shall reflect the
rights of Certificate Owners as they may indirectly exercise such rights through
the Depository and participating members thereof, except as otherwise specified
herein; provided, however, that the Trustee and the NIMS Insurer shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.

                  "Certificate Margin": With respect to each Adjustable-Rate
Certificate and, for purposes of the Marker Rate, the specified REMIC II Regular
Interest, as follows:



             REMIC II Regular        Certificate Margin
 Class          Interest          (1) (%)            (2) (%)
 -----          --------          -------            -------
A-1A            II-LTA1A           0.320              0.640
A-1B            II-LTA1B           0.260              0.520
M-1              II-LTM1           0.420              0.630
M-2              II-LTM2           0.450              0.675
M-3              II-LTM3           0.490              0.735
M-4              II-LTM4           0.640              0.960
M-5              II-LTM5           0.690              1.035
M-6              II-LTM6           0.740              1.110
M-7              II-LTM7           1.300              1.950
M-8              II-LTM8           1.400              2.100
M-9              II-LTM9           2.050              3.075
M-10            II-LTM10           2.500              3.750
M-11            II-LTM11           2.500              3.750

----------
(1)      For the Interest Accrual Period for each Distribution Date on or prior
         to the Optional Termination Date.
(2)      For the Interest Accrual Period for each Distribution Date after the
         Optional Termination Date.


                  "Certificate Owner": With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Certificate as reflected on the
books of the Depository or on the books of a Depository Participant or on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent.

                  "Certificate Principal Balance": With respect to each Class A
Certificate, Mezzanine Certificate or Class P Certificate as of any date of
determination, the Certificate Principal Balance of such Certificate on the
Distribution Date immediately prior to such date of determination plus, with
respect to each Mezzanine Certificate, any increase in the Certificate Principal
Balance of such Certificate pursuant to Section 4.01 due to the receipt of
Subsequent Recoveries minus all distributions allocable to principal made
thereon on such Distribution Date and, in the case of a Mezzanine Certificate,
Realized Losses allocated thereto on such immediately prior Distribution Date
(or, in the case of any date of determination up to and including the first
Distribution Date, the initial Certificate Principal Balance of such
Certificate, as stated on the face thereof). With respect to each Class CE
Certificate as of any date of



                                       10
<PAGE>


determination, an amount equal to the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balance of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A Certificates, the Mezzanine
Certificates and the Class P Certificates then outstanding.

                  "Certificate Register" and "Certificate Registrar": The
register maintained and the registrar appointed pursuant to Section 5.02.

                  "Class": Collectively, all of the Certificates bearing the
same class designation.

                  "Class A Certificate": Any one of the Class A-1A Certificates
and the Class A-1B Certificates.

                  "Class A-1A Certificate": Any one of the Class A-1A
Certificates executed by the Trustee and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1
and evidencing a Regular Interest in REMIC III for purposes of the REMIC
Provisions.

                  "Class A-1B Certificate": Any one of the Class A-1B
Certificates executed by the Trustee and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2
and evidencing a Regular Interest in REMIC III for purposes of the REMIC
Provisions.

                  "Class CE Certificate": Any one of the Class CE Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-20 and
evidencing a Regular Interest in REMIC IV for purposes of the REMIC Provisions.

                  "Class CE Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class CE Certificates,
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

                  "Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-9 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

                  "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Senior Principal Distribution Amount on such
Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 65.50% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related



                                       11
<PAGE>


Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $4,210,001.47.

                  "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-10 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

                  "Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 71.80% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $4,210,001.47.

                  "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-11 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

                  "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv)
the Certificate Principal Balance of the Class M-3 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
75.70% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day



                                       12
<PAGE>


of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus $4,210,001.47.

                  "Class M-4 Certificate": Any one of the Class M-4 Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-12 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

                  "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-4 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date) and (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 79.10% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$4,210,001.47.

                  "Class M-5 Certificate": Any one of the Class M-5 Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-13 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

                  "Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-5 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the



                                       13
<PAGE>


Class M-4 Principal Distribution Amount on such Distribution Date) and (vi) the
Certificate Principal Balance of the Class M-5 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 82.30% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $4,210,001.47.

                  "Class M-6 Certificate": Any one of the Class M-6 Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-14 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

                  "Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-6 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii)
the Certificate Principal Balance of the Class M-6 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
85.40% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $4,210,001.47.

                  "Class M-7 Certificate": Any one of the Class M-7 Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-15 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.



                                       14
<PAGE>


                  "Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-7 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date) and (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) 88.00% and (ii) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus
$4,210,001.47.

                  "Class M-8 Certificate": Any one of the Class M-8 Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-16 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

                  "Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-8 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the



                                       15
<PAGE>


Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after taking into
account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 90.50% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus $4,210,001.47.

                  "Class M-9 Certificate": Any one of the Class M-9 Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-17 and
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

                  "Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-9 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Senior Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) and the Certificate
Principal Balance of the Class M-8 Certificates (after taking into account the
payment of the Class M-8 Principal Distribution Amount on such Distribution
Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 91.90% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the



                                       16
<PAGE>


aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) minus $4,210,001.47.

                  "Class M-10 Certificate": Any one of the Class M-10
Certificates executed by the Trustee and authenticated and delivered by the
Certificate Registrar, substantially in the form annexed hereto as Exhibit A-18
and evidencing a Regular Interest in REMIC III for purposes of the REMIC
Provisions.

                  "Class M-10 Principal Distribution Amount": With respect to
any Distribution Date, an amount, not less than zero, equal to the lesser of (I)
the Certificate Principal Balance of the Class M-10 Certificates immediately
prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) and the Certificate
Principal Balance of the Class M-8 Certificates (after taking into account the
payment of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date (after taking into account the
payment of the Class M-9 Principal Distribution Amount on such Distribution
Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 93.40% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $4,210,001.47.

                  "Class M-11 Certificate": Any one of the Class M-11
Certificates executed by the Trustee and authenticated and delivered by the
Certificate Registrar, substantially in the form



                                       17
<PAGE>


annexed hereto as Exhibit A-19 and evidencing a Regular Interest in REMIC III
for purposes of the REMIC Provisions.

                  "Class M-11 Principal Distribution Amount": With respect to
any Distribution Date, an amount, not less than zero, equal to the lesser of (I)
the Certificate Principal Balance of the Class M-11 Certificates immediately
prior to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Senior Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) and the Certificate
Principal Balance of the Class M-8 Certificates (after taking into account the
payment of the Class M-8 Principal Distribution Amount on such Distribution
Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date (after taking into account the
payment of the Class M-9 Principal Distribution Amount on such Distribution
Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates
immediately prior to such Distribution Date (after taking into account the
payment of the Class M-10 Principal Distribution Amount on such Distribution
Date) and (xii) the Certificate Principal Balance of the Class M-11 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 95.40% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $4,210,001.47.

                  "Class P Certificate": Any one of the Class P Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-21,
representing the right to distributions as set forth herein and therein and
evidencing a regular interest in REMIC V for purposes of the REMIC Provisions.



                                       18
<PAGE>


                  "Class P Interest": An uncertificated interest in the Trust
Fund held by the Trustee on behalf of the Holders of the Class P Certificates,
evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

                  "Class R Certificate": Any one of the Class R Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-22 and
evidencing the ownership of the Class R-I Interest, the Class R-II Interest and
the Class R-III Interest.

                  "Class R-X Certificate": Any one of the Class R-X Certificates
executed by the Trustee and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-23 and
evidencing the ownership of the Class R-IV Interest and the Class R-V Interest.

                  "Class R-I Interest": The uncertificated Residual Interest in
REMIC I.

                  "Class R-II Interest": The uncertificated Residual Interest in
REMIC II.

                  "Class R-III Interest": The uncertificated Residual Interest
in REMIC III.

                  "Class R-IV Interest": The uncertificated Residual Interest in
REMIC IV.

                  "Class R-V Interest": The uncertificated Residual Interest in
REMIC V.

                  "Closing Date": March 29, 2005.

                  "Combined Loan-to-Value Ratio": As of any date of
determination, and with respect to second lien Mortgage Loans, the fraction,
expressed as a percentage, the numerator of which is (i) the sum of (a) the
outstanding principal balance of the related first-lien mortgage loan plus (b)
the Stated Principal Balance of the related second-lien mortgage loan and the
denominator of which is (ii) the Value of the related Mortgaged Property.

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

                  "Collection Account": The account or accounts created and
maintained by the Servicer pursuant to Section 3.04(a), which shall be entitled
"Litton Loan Servicing LP, as Servicer for Wells Fargo Bank, N.A., as Trustee,
in trust for the registered holders of Park Place Securities, Inc., Asset-Backed
Pass-Through Certificates, Series 2005-WLL1." The Collection Account must be an
Eligible Account.

                  "Commission": The Securities and Exchange Commission.

                  "Compensating Interest": As defined in Section 4.03(e) hereof.

                  "Corporate Trust Office": The corporate trust office of the
Trustee 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 (i) for purposes of the transfer
and exchange of the Certificates, Sixth and Marquette, Minneapolis,



                                       19
<PAGE>


Minnesota 55479-0113, Attention: Corporate Trust Services--Park Place
Securities, Inc. Series 2005-WLL1, and (ii) for all other purposes, 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager - Park Place
Securities, Inc. Series 2005-WLL1.

                  "Corresponding Certificate": With respect to each REMIC II
Regular Interest, as follows:


          REMIC II Regular Interest                 Class
          -------------------------                 -----
      REMIC II Regular Interest II-LTA1A             A-1A
      REMIC II Regular Interest II-LTA1B             A-1B
      REMIC II Regular Interest II-LTM1              M-1
      REMIC II Regular Interest II-LTM2              M-2
      REMIC II Regular Interest II-LTM3              M-3
      REMIC II Regular Interest II-LTM4              M-4
      REMIC II Regular Interest II-LTM5              M-5
      REMIC II Regular Interest II-LTM6              M-6
      REMIC II Regular Interest II-LTM7              M-7
      REMIC II Regular Interest II-LTM8              M-8
      REMIC II Regular Interest II-LTM9              M-9
      REMIC II Regular Interest II-LTM10             M-10
      REMIC II Regular Interest II-LTM11             M-11
      REMIC III Regular Interest III-LTP             P


                  "Credit Enhancement Percentage": For any Distribution Date and
the Class A Certificates and any Class of Mezzanine Certificates, the percentage
equivalent of a fraction, calculated after taking into account distribution of
the Principal Distribution Amount then entitled to distributions of principal on
such Distribution Date, the numerator of which is the sum of the aggregate
Certificate Principal Balance of the Classes of Certificates with a lower
distribution priority than such Class, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period).

                  "Cumulative Loss Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Realized Losses incurred from the Cut-off Date to the last
day of the preceding calendar month (reduced by the aggregate amount of
Subsequent Recoveries received from the Cut-off Date through the last day of the
related Due Period) and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.

                  "Custodian": A Custodian, which shall initially be Deutsche
Bank National Trust Company pursuant to the Custodial Agreement.

                  "Custodial Agreement": The custodial agreement dated as of the
Closing Date, among the Servicer, the Trustee and the Custodian providing for
the safekeeping of the Mortgage Files on behalf of the Trust in accordance with
this Agreement.



                                       20
<PAGE>


                  "Custodian Fee": The amount payable to the Custodian on each
Distribution Date by the Trustee pursuant to Section 8.05 as compensation for
all services rendered by it under the Custodial Agreement equal to $0.20 for
each Mortgage File in the Custodian's possession corresponding a Mortgage Loan.

                  "Custodian Fee Rate": The per annum fee paid to the Custodian
on each Distribution Date equal to the Custodian Fee expressed as a percentage
of the aggregate Stated Principal Balance of the Mortgage Loans.

                  "Cut-off Date": With respect to any Mortgage Loan, the close
of business on March 1, 2005. With respect to all Qualified Substitute Mortgage
Loans, their respective dates of substitution. References herein to the "Cut-off
Date," when used with respect to more than one Mortgage Loan, shall be to the
respective Cut-off Dates for such Mortgage Loans.

                  "DBRS": Dominion Bond Rating Services, Inc. or its successor
in interest.

                  "Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction resulting from a Deficient Valuation.

                  "Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent jurisdiction
in an amount less than the then outstanding Stated Principal Balance of the
Mortgage Loan, which valuation results from a proceeding initiated under the
Bankruptcy Code.

                  "Definitive Certificates":  As defined in Section 5.01(b).

                  "Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by a Qualified Substitute Mortgage Loan.

                  "Delinquency Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate Stated Principal Balance of all Mortgage Loans as of the last day of
the previous calendar month that, as of such last day of the previous calendar
month, are 60 or more days delinquent (measured under the OTS delinquency
calculation methodology and with respect to modifications, measured as set forth
below), are in foreclosure, have been converted to REO Properties or have been
discharged by reason of bankruptcy, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans and REO Properties as
of the last day of the previous calendar month; provided, however, that any
Mortgage Loan purchased by the Servicer or the NIMS Insurer pursuant to Section
3.16 shall not be included in either the numerator or the denominator for
purposes of calculating the Delinquency Percentage.

                  "Depositor": Park Place Securities, Inc., a Delaware
corporation, or its successor in interest.



                                       21
<PAGE>


                  "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository, for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended.

                  "Depository Institution": Any depository institution or trust
company, including the Trustee, that (a) is incorporated under the laws of the
United States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations that
are rated "P-1" by Moody's, "F-1" by Fitch, "A-1" by S&P and "R-1 (highest)" by
DBRS, if rated by DBRS (or comparable ratings if Moody's, Fitch, S&P and DBRS
are not the Rating Agencies).

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

                  "Determination Date": With respect to each Distribution Date,
the 18th day of the calendar month in which such Distribution Date occurs or, if
such 18th day is not a Business Day, the Business Day immediately preceding such
18th day.

                  "Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon or any use
of such REO Property in a trade or business conducted by REMIC I other than
through an Independent Contractor; provided, however, that the Trustee (or the
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or the Servicer on behalf of the
Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance, or makes decisions as to repairs or
capital expenditures with respect to such REO Property.

                  "Disqualified Organization": Any of the following: (i) the
United States, any State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other
than an instrumentality which is a corporation if all of its activities are
subject to tax and, except for Freddie Mac, a majority of its board of directors
is not selected by such governmental unit), (ii) any foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an "electing
large partnership" and (vi) any other Person so designated by the Trustee based
upon an Opinion of Counsel that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause any Trust REMIC or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed



                                       22
<PAGE>


but for the Transfer of an Ownership Interest in a Residual Certificate to such
Person. The terms "United States," "State" and "international organization"
shall have the meanings set forth in Section 7701 of the Code or successor
provisions.

                  "Distribution Account": The trust account or accounts created
and maintained by the Trustee pursuant to Section 3.04(e), which shall be
entitled "Wells Fargo Bank, N.A., as Trustee, in trust for the registered
Holders of Park Place Securities, Inc., Asset-Backed Pass-Through Certificates,
Series 2005-WLL1." The Distribution Account must be an Eligible Account.

                  "Distribution Date": The 25th day of any month, or if such
25th day is not a Business Day, the next succeeding Business Day, commencing in
April 2005.

                  "Due Date": With respect to each Distribution Date, the first
day of the calendar month in which such Distribution Date occurs, which is the
day of the month on which the Monthly Payment is due on a Mortgage Loan,
exclusive of any days of grace.

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

                  "Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution or trust company, the short-term
unsecured debt obligations of which are rated "P-1" by Moody's, "F-1" by Fitch,
"R-1" by DBRS and "A-1+" by S&P (or comparable ratings if Moody's, Fitch, DBRS
and S&P are not the Rating Agencies) at the time any amounts are held on deposit
therein, (ii) an account or accounts the deposits in which are fully insured by
the FDIC or (iii) a trust account or accounts maintained with the corporate
trust department of a federal or state chartered depository institution or trust
company acting in its fiduciary capacity. Eligible Accounts may bear interest.

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

                  "Escrow Account": The account or accounts created and
maintained pursuant to Section 3.04(c).

                  "Escrow Payments": The amounts constituting taxes, and/or fire
and hazard insurance premiums escrowed by the Mortgagor with the mortgagee
pursuant to a voluntary escrow agreement related to any Mortgage Loan.

                  "Estate in Real Property": A fee simple estate or leasehold
estate in a parcel of land.

                  "Excess Overcollateralized Amount": With respect to the Class
A Certificates and the Mezzanine Certificates and any Distribution Date, the
excess, if any, of (i) the Overcollateralized Amount for such Distribution Date
(calculated for this purpose only after assuming that 100% of the Principal
Remittance Amount on such Distribution Date has been distributed) over (ii) the
Overcollateralization Target Amount for such Distribution Date.



                                       23
<PAGE>


                  "Expense Adjusted Net Maximum Mortgage Rate": With respect to
any Mortgage Loan (or the related REO Property), as of any date of
determination, a per annum rate of interest equal to the applicable Maximum
Mortgage Rate (or the Mortgage Rate for such Mortgage Loan in the case of any
Fixed-Rate Mortgage Loan) as of the first day of the month preceding the month
in which the Distribution Date occurs minus the sum of (i) the Servicing Fee
Rate and (ii) the Custodian Fee Rate.

                  "Expense Adjusted Net Mortgage Rate": With respect to any
Mortgage Loan (or the related REO Property), as of any date of determination, a
per annum rate of interest equal to the applicable Mortgage Rate thereon as of
the first day of the month preceding the month in which the Distribution Date
occurs minus the sum of (i) the Servicing Fee Rate and (ii) the Custodian Fee
Rate.

                  "Extraordinary Trust Fund Expense": Any amounts reimbursable
to the Trustee or any director, officer, employee or agent of the Trustee, from
the Trust Fund pursuant to Section 8.05, any amounts payable from the
Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii) and
any amounts payable by the Trustee for the recording of the Assignments pursuant
to Section 2.01.

                  "Fannie Mae": Fannie Mae, formally known as the Federal
National Mortgage Association, or any successor thereto.

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

                  "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 the Servicer pursuant to or as
contemplated by Section 2.03, Section 3.16 or Section 9.01), a determination
made by the Servicer that all Insurance Proceeds, Liquidation Proceeds and other
payments or recoveries which the Servicer, in its reasonable good faith
judgment, expects to be finally recoverable in respect thereof have been so
recovered. The Servicer shall maintain records, prepared by a Servicing Officer,
of each Final Recovery Determination made thereby.

                  "Fitch": Fitch Ratings, or its successor in interest.

                  "Fixed-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as having a fixed Mortgage Rate.

                  "Fixed Swap Payment": With respect to any Distribution Date, a
fixed amount equal to the related amount set forth on the Additional Terms of
the Interest Rate Swap Agreement.

                  "Floating Swap Payment": With respect to any Distribution
Date, a floating amount equal to the product of (i) LIBOR (as determined
pursuant to the Interest Rate Swap Agreement for such Distribution Date), (ii)
the related Base Calculation Amount (as defined in the Interest Rate Swap
Agreement), (iii) 100 and (iv) a fraction, the numerator of which is the actual
number of days elapsed from and including the previous Distribution Date to but



                                       24
<PAGE>


excluding the current Distribution Date (or, for the first Distribution Date,
the actual number of days elapsed from the Closing Date to but excluding the
first Distribution Date), and the denominator of which is 360.

                  "Formula Rate": For any Distribution Date and each Class of
Adjustable-Rate Certificates, the lesser of (i) One-Month LIBOR plus the related
Certificate Margin and (ii) the related Maximum Cap Rate.

                  "Freddie Mac": Freddie Mac, formally known as the Federal Home
Loan Mortgage Corporation, or any successor thereto.

                  "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 related
Mortgage Note to determine the Mortgage Rate for such Adjustable-Rate Mortgage
Loan.

                  "Highest Priority" As of any date of determination, the Class
of Mezzanine Certificates then outstanding with a Certificate Principal Balance
greater than zero, with the highest priority for payments pursuant to Section
4.01, in the following order of decreasing priority: the Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4
Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class
M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the
Class M-10 Certificatse and the Class M-11 Certificates.

                  "HOEPA": The Home Ownership and Equity Protection Act of 1994.

                  "Indenture": An indenture relating to the issuance of notes
secured by all or a portion of the Class CE Certificates, the Class P
Certificates and/or the Residual Certificates, which may or may not be
guaranteed by the NIMS Insurer.

                  "Independent": When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Depositor, the Servicer,
the Seller and their respective Affiliates, (b) does not have any direct
financial interest in or any material indirect financial interest in the
Depositor, the Seller, the Servicer or any Affiliate thereof and (c) is not
connected with the Depositor, the Seller, the Servicer or any Affiliate thereof
as an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions; provided, however, that a Person shall not
fail to be Independent of the Depositor, the Seller, the Servicer or any
Affiliate thereof merely because such Person is the beneficial owner of 1% or
less of any class of securities issued by the Depositor or the Servicer or any
Affiliate thereof, as the case may be.

                  "Independent Contractor": Either (i) any Person (other than
the Servicer) that would be an "independent contractor" with respect to REMIC I
within the meaning of Section 856(d)(3) of the Code if such REMIC were a real
estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as such REMIC
does not receive or derive any income from such Person and provided that the
relationship between



                                       25
<PAGE>


such Person and such REMIC is at arm's length, all within the meaning of
Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including
the Servicer) if the Trustee has received an Opinion of Counsel to the effect
that the taking of any action in respect of any REO Property by such Person,
subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor shall not cause such REO
Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code), or cause any income
realized in respect of such REO Property to fail to qualify as Rents from Real
Property.

                  "Index": With respect to each Adjustable-Rate Mortgage Loan
and each related Adjustment Date, the average of the interbank offered rates for
six-month United States dollar deposits in the London market as published in THE
WALL STREET JOURNAL and as most recently available as of the first business day
45 days or more prior to such Adjustment Date, as specified in the related
Mortgage Note.

                  "Insurance Proceeds": Proceeds of any title policy, hazard
policy or other insurance policy covering a Mortgage Loan, to the extent such
proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the procedures that the
Servicer would follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note and Mortgage.

                  "Interest Accrual Period": With respect to any Distribution
Date and the Adjustable-Rate Certificates, the period commencing on the
Distribution Date in the month immediately preceding the month in which such
Distribution Date occurs (or, in the case of the first Distribution Date,
commencing on the Closing Date) and ending on the day preceding such
Distribution Date. With respect to any Distribution Date and the Class CE
Certificates, the REMIC I Regular Interests and the REMIC II Regular Interests,
the one-month period ending on the last day of the calendar month preceding the
month in which such Distribution Date occurs.

                  "Interest Carry Forward Amount": With respect to any
Distribution Date and any Class of Class A Certificates or Mezzanine
Certificates, the sum of (i) the amount, if any, by which (a) the Interest
Distribution Amount for such Class of Certificates as of the immediately
preceding Distribution Date exceeded (b) the actual amount distributed on such
Class of Certificates in respect of interest on such immediately preceding
Distribution Date and (ii) the amount of any Interest Carry Forward Amount for
such Class of Certificates remaining undistributed from the previous
Distribution Date, plus accrued interest thereon calculated at the related
Pass-Through Rate for the most recently ended Interest Accrual Period.

                  "Interest Determination Date": With respect to the
Adjustable-Rate Certificates, and solely for purposes of calculating the Marker
Rate, REMIC II Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B,
REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II
Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular
Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest
II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9,
REMIC II Regular Interest II-LTM10 and REMIC II Regular Interest II-LTM11 and
any Interest



                                       26
<PAGE>


Accrual Period therefor, the second LIBOR Business Day preceding the
commencement of such Interest Accrual Period.

                  "Interest Distribution Amount": With respect to any
Distribution Date and any Class of Class A Certificates or Mezzanine
Certificates and the Class CE Certificates, the aggregate Accrued Certificate
Interest on the Certificates of such Class for such Distribution Date.

                  "Interest Rate Swap Agreement": The 1992 ISDA Master Agreement
(Multicurrency-Cross Border) dated as of March 29, 2005 (the Master Agreement)
between Credit Suisse First Boston International and the Trustee, an ISDA Credit
Support Annex (Bilateral Form-New York Law) as of the same date, which
supplements, forms part of, and is subject to the Master Agreement, and a
confirmation of the same date, which supplements and forms part of the Master
Agreement.

                  "Interest Remittance Amount": With respect to any Distribution
Date, that portion of the Available Funds for such Distribution Date that
represents interest received or advanced on the Mortgage Loans.

                  "Late Collections": With respect to any Mortgage Loan and any
Due Period, all amounts received subsequent to the Determination Date
immediately following such Due Period, whether as late payments of Monthly
Payments or as Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries
or otherwise, which represent late payments or collections of principal and/or
interest due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) but delinquent for such Due Period and not
previously recovered.

                  "LIBOR Business Day": Any day on which banks in the City of
London and City of New York are open and conducting transactions in United
States dollars.

                  "Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage
Loan is removed from REMIC I by reason of its being purchased, sold or replaced
pursuant to or as contemplated by Section 2.03, Section 3.16 or Section 9.01.
With respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property; or (ii) such REO
Property is removed from REMIC I by reason of its being purchased pursuant to
Section 9.01.

                  "Liquidation Proceeds": The amount (other than Insurance
Proceeds or amounts received in respect of the rental of any REO Property prior
to REO Disposition) received by the Servicer in connection with (i) the taking
of all or a part of a Mortgaged Property by exercise of the power of eminent
domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan
through a trustee's sale, foreclosure sale or otherwise or (iii) the repurchase,
substitution or sale of a Mortgage Loan or an REO Property pursuant to or as
contemplated by Section 2.03, Section 3.13, Section 3.16 or Section 9.01.

                  "Loan-to-Value Ratio": As of any date of determination and
with respect to first lien Mortgage Loans, the fraction, expressed as a
percentage, the numerator of which is the



                                       27
<PAGE>


Stated Principal Balance of the related Mortgage Loan at such date and the
denominator of which is the Value of the related Mortgaged Property.

                  "Lost Note Affidavit": With respect to any Mortgage Loan as to
which the original Mortgage Note has been permanently lost, misplaced or
destroyed and has not been replaced, an affidavit from the Seller certifying
that the original Mortgage Note has been lost, misplaced or destroyed (together
with a copy of the related Mortgage Note) and indemnifying the Trust Fund
against any loss, cost or liability resulting from the failure to deliver the
original Mortgage Note, in the form of Exhibit B hereto.

                  "Marker Rate": With respect to the Class CE Interest and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the REMIC II Remittance Rate for REMIC II Regular Interest II-LTA1A, REMIC II
Regular Interest II-LTA1B, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6,
REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular
Interest II-LTM11 and REMIC II Regular Interest II-LTZZ, with the rate on each
such REMIC II Regular Interest (other than REMIC II Regular Interest II-LTZZ)
subject to the lesser of (i) LIBOR plus the related Certificate Margin and (ii)
the related Net WAC Pass-Through Rate for the purpose of this calculation for
such Distribution Date and with the rate on REMIC II Regular Interest II-LTZZ
subject to a cap of zero for the purpose of this calculation; provided, however,
that solely for this purpose, calculations of the REMIC II Remittance Rate and
the related caps with respect to REMIC II Regular Interest II-LTA1A, REMIC II
Regular Interest II-LTA1B, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6,
REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II
Regular Interest II-LTM11, shall be multiplied by a fraction, the numerator of
which is the actual number of days in the Interest Accrual Period and the
denominator of which is 30.

                  "Maximum Cap Rate": For any Distribution Date with respect to
the Class A Certificates and the Mezzanine Certificates, a per annum rate equal
to the sum of (i) the product of (x) the weighted average of the Expense
Adjusted Net Maximum Mortgage Rates of the Mortgage Loans, weighted on the basis
of the outstanding Stated Principal Balances of the Mortgage Loans as of the
first day of the month preceding the month of such Distribution Date (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number of
days elapsed in the related Interest Accrual Period and (ii) an amount,
expressed as a percentage, equal to a fraction, the numerator of which is equal
to the Net Swap Payment made by the Swap Provider and the denominator of which
is equal to the aggregate Stated Principal Balance of the Mortgage Loans.

                  "Maximum II-LTZZ Uncertificated Interest Deferral Amount":
With respect to any Distribution Date, the excess of (i) accrued interest at the
REMIC II Remittance Rate



                                       28
<PAGE>


applicable to REMIC II Regular Interest II-LTZZ for such Distribution Date on a
balance equal to the Uncertificated Balance of REMIC II Regular Interest II-LTZZ
minus the REMIC II Overcollateralization Amount, in each case for such
Distribution Date, over (ii) Uncertificated Interest on REMIC II Regular
Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular
Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest
II-LTM10 and REMIC II Regular Interest II-LTM11 or such Distribution Date, with
the rate on each such REMIC II Regular Interest subject to a cap equal to the
lesser of (i) One-Month LIBOR plus the related Certificate Margin and (ii) the
related Net WAC Pass-Through Rate; provided, however, that solely for this
purpose, calculations of the REMIC II Remittance Rate and the related caps with
respect to each such REMIC II Regular Interest (other than REMIC II Regular
Interest II-LTZZ) shall be multiplied by a fraction, the numerator of which is
the actual number of days in the Interest Accrual Period and the denominator of
which is 30.

                  "Maximum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
maximum Mortgage Rate thereunder.

                  "Mezzanine Certificate": Any one 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 M-7
Certificates, Class M-8 Certificates, Class M-9 Certificates, the Class M-10
Certificates and Class M-11 Certificates.

                  "Minimum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
minimum Mortgage Rate thereunder.

                  "Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which
is payable by the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction
in the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Servicer pursuant to Section 3.02; and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.

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

                  "Mortgage": The mortgage, deed of trust or other instrument
creating a first lien or second lien on a Mortgaged Property securing a Mortgage
Note.

                  "Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.



                                       29
<PAGE>


                  "Mortgage Loan": Each mortgage loan transferred and assigned
to the Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement as
held from time to time as a part of REMIC I, the Mortgage Loans so held being
identified in the Mortgage Loan Schedule.

                  "Mortgage Loan Purchase Agreement": The agreement between the
Seller and the Depositor, regarding the transfer of the Mortgage Loans by the
Seller to or at the direction of the Depositor, substantially in the form of
Exhibit D annexed hereto.

                  "Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC I on such date, attached hereto as Schedule 1. The
Mortgage Loan Schedule shall set forth the following information with respect to
each Mortgage Loan:

                  (1)      the Seller's Mortgage Loan identifying number;

                  (2)      [Reserved];

                  (3)      the state and zip code of the Mortgaged Property;

                  (4)      a code indicating whether the Mortgaged Property is
         owner-occupied;

                  (5)      the type of Residential Dwelling constituting the
         Mortgaged Property;

                  (6)      the original months to maturity;

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

                  (8)      the Mortgage Rate in effect immediately following the
         Cut-off Date;

                  (9)      the date on which the first Monthly Payment was due
         on the Mortgage Loan;

                  (10)     the stated maturity date;

                  (11)     the amount of the Monthly Payment due on the first
         Due Date after the Cut-off Date;

                  (12)     the last Due Date on which a Monthly Payment was
         actually applied to the unpaid Stated Principal Balance;

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

                  (14)     the Scheduled Principal Balance of the Mortgage Loan
         as of the close of business on the Cut-off Date;

                  (15)     with respect to the Adjustable-Rate Mortgage Loans,
         the Gross Margin;

                  (16)     a code indicating the purpose of the Mortgage Loan
         (I.E., purchase, refinance debt consolidation cashout, or refinance
         debt consolidation no cashout);



                                       30
<PAGE>


                  (17)     with respect to the Adjustable-Rate Mortgage Loans,
         the Maximum Mortgage Rate;

                  (18)     with respect to the Adjustable-Rate Mortgage Loans,
         the Minimum Mortgage Rate;

                  (19)     the Mortgage Rate at origination;

                  (20)     with respect to the Adjustable-Rate Mortgage Loans,
         the Periodic Rate Cap and the maximum first Adjustment Date Mortgage
         Rate adjustment;

                  (21)     a code indicating the documentation program (I.E.,
         Full Documentation, Limited Documentation or Stated Income);

                  (22)     with respect to the Adjustable-Rate Mortgage Loans,
         the first Adjustment Date immediately following the Cut-off Date;

                  (23)     the risk grade assigned by the related Originator;

                  (24)     the Value of the Mortgaged Property;

                  (25)     the sale price of the Mortgaged Property, if
         applicable;

                  (26)     the FICO score of the primary Mortgagor; and

                  (27)     a code indicating whether a Prepayment Charge is
         applicable and if is, the term of such Prepayment Charge.

                  The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage Loans and in the aggregate as of the
Cut-off Date: (1) the number of Mortgage Loans; (2) the current Stated Principal
Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans. The
Mortgage Loan Schedule shall be amended from time to time by the Depositor in
accordance with the provisions of this Agreement. With respect to any Qualified
Substitute Mortgage Loan, the Cut-off Date shall refer to the related Cut-off
Date for such Mortgage Loan, determined in accordance with the definition of
Cut-off Date herein.

                  "Mortgage Note": The original executed note or other evidence
of the indebtedness of a Mortgagor under a Mortgage Loan, including any riders
thereto.

                  "Mortgage Pool": The pool of Mortgage Loans, identified on
Schedule 1 from time to time, and any REO Properties acquired in respect
thereof.

                  "Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (i) with
respect to each Fixed-Rate Mortgage Loan shall remain constant at the rate set
forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately
following the Cut-off Date and (ii) with respect to the Adjustable-Rate



                                       31
<PAGE>


Mortgage Loans, (A) as of any date of determination until the first Adjustment
Date following the Cut-off Date shall be the rate set forth in the Mortgage Loan
Schedule as the Mortgage Rate in effect immediately following the Cut-off Date
and (B) as of any date of determination thereafter shall be the rate as adjusted
on the most recent Adjustment Date equal to the sum, rounded to the nearest
0.125% as provided in the Mortgage Note, of the Index, as most recently
available as of a date prior to the Adjustment Date as set forth in the related
Mortgage Note, plus the related Gross Margin; provided that the Mortgage Rate on
such Adjustable-Rate Mortgage Loan on any Adjustment Date shall never be more
than the lesser of (i) the sum of the Mortgage Rate in effect immediately prior
to the Adjustment Date plus the related Periodic Rate Cap, if any, and (ii) the
related Maximum Mortgage Rate, and shall never be less than the greater of (i)
the Mortgage Rate in effect immediately prior to the Adjustment Date less the
Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate. With
respect to each Mortgage Loan that becomes an REO Property, as of any date of
determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO Property.

                  "Mortgaged Property": The underlying property identified in
the related Mortgage as securing a Mortgage Loan, including any REO Property,
consisting of an Estate in Real Property improved by a Residential Dwelling
(excluding for purposes of construing the representations or warranties made in
the Mortgage Loan Purchase Agreement, any improvements thereupon not considered
by the appraiser in determining the Value of such Mortgaged Property).

                  "Mortgagor":  The obligor on a Mortgage Note.

                  "Net Monthly Excess Cashflow": With respect to any
Distribution Date, the sum of (i) any Overcollateralization Reduction Amount for
such Distribution Date and (ii) the excess of (x) the Available Funds for such
Distribution Date over (y) the sum for such Distribution Date of (A) the Senior
Interest Distribution Amount, (B) the Interest Distribution Amounts
distributable to the Mezzanine Certificates and (C) the Principal Remittance
Amount.

                  "Net Mortgage Rate": With respect to any Mortgage Loan (or the
related REO Property) as of any date of determination, a per annum rate of
interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus
the Servicing Fee Rate.

                  "Net Swap Payment": In the case of payments made by the Trust,
the excess, if any, of (x) the Fixed Swap Payment over (y) the Floating Swap
Payment and in the case of payments made by the Swap Provider, the excess, if
any, of (x) the Floating Swap Payment over (y) the Fixed Swap Payment. In each
case, the Net Swap Payment shall not be less than zero.

                  "Net WAC Pass-Through Rate": For any Distribution Date with
respect to the Class A Certificates and Mezzanine Certificates, a per annum rate
equal to the product of (x) (a) the weighted average of the Expense Adjusted Net
Mortgage Rates of the Mortgage Loans, weighted on the basis of the outstanding
Stated Principal Balances of the Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment



                                       32
<PAGE>


Period) and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period minus (i) an amount, expressed as a percentage, equal to the Fixed Swap
Payment for such Distribution Date divided by the aggregate Stated Principal
Balance of the Mortgage Loans and (ii) an amount, expressed as a percentage,
equal to the Swap Termination Payment, if any, due from the Trust for such
Distribution Date, divided by the aggregate Stated Principal Balance of the
Mortgage Loans. For federal income tax purposes, the economic equivalent of such
rate shall be expressed as the weighted average of the REMIC II Remittance Rate
on each REMIC II Regular Interest, weighted on the basis of the Uncertificated
Balance of each such REMIC II Regular Interest.

                  "Net WAC Rate Carryover Amount": With respect to any Class of
Class A Certificates and the Mezzanine Certificates and any Distribution Date,
the sum of (A) the excess, if any, of (i) the amount of interest such
Certificates would have accrued for such Distribution Date had the applicable
Pass-Through Rate been calculated at the related Formula Rate, over (ii) the
amount of interest accrued on such Certificates at the related Net WAC
Pass-Through Rate for such Distribution Date and (B) the related Net WAC Rate
Carryover Amount for the previous Distribution Date not previously paid,
together with interest thereon at a rate equal to the related Formula Rate
applicable for such Class in each case for the Interest Accrual Period for the
current Distribution Date.

                  "Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover Reserve Account established and maintained pursuant to Section 4.10.

                  "New Lease": Any lease of REO Property entered into on behalf
of REMIC I, including any lease renewed or extended on behalf of REMIC I, if
REMIC I has the right to renegotiate the terms of such lease.

                  "NIMS Insurer": Any insurer that is guaranteeing certain
payments under notes secured by collateral which includes, among other things,
all or a portion of the Class CE Certificates, the Class P Certificates and/or
the Residual Certificates.

                  "Nonrecoverable Advance": Any Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Property that, in the
good faith business judgment of the Servicer, will not or, in the case of a
proposed Advance, would not be ultimately recoverable from related Late
Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or
REO Property as provided herein.

                  "Nonrecoverable Servicing Advance": Any Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan or REO
Property that, in the good faith business judgment of the Servicer, will not or,
in the case of a proposed Servicing Advance, would not be ultimately recoverable
from related Late Collections, Insurance Proceeds or Liquidation Proceeds on
such Mortgage Loan or REO Property as provided herein.

                  "Non-United States Person": Any Person other than a United
States Person.



                                       33
<PAGE>


                  "Notional Amount": With respect to the Class CE Interest and
any Distribution Date, the aggregate Uncertificated Balance of the REMIC II
Regular Interests (other than REMIC II Regular Interest II-LTP), immediately
prior to such Distribution Date.

                  "Offered Certificate": Any one of the Class A Certificates and
the Mezzanine Certificates (other than the Class M-6 Certificates, the Class M-7
Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the Class
M-10 Certificates and the Class M-11 Certificates) issued under this Agreement.

                  "Officers' Certificate": With respect to the Depositor, a
certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
the President or a vice president (however denominated), and by the Treasurer,
the Secretary, or one of the assistant treasurers or assistant secretaries. With
respect to the Servicer, any officer who is authorized to act for the Servicer
in matters relating to this Agreement, and whose action is binding upon the
Servicer, initially including those individuals whose names appear on the list
of authorized officers delivered at the closing.

                  "One-Month LIBOR": With respect to the Adjustable-Rate
Certificates, REMIC II Regular Interest II-LTA1A, REMIC II Regular Interest
II-LTA1B, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II Regular Interest
II-LTM11 and any Interest Accrual Period therefor, the rate determined by the
Trustee on the related Interest Determination Date on the basis of the offered
rate for one-month U.S. dollar deposits, as such rate appears on Telerate Page
3750 as of 11:00 a.m. (London time) on such Interest Determination Date;
provided that if such rate does not appear on Telerate Page 3750, the rate for
such date shall be determined on the basis of the offered rates of the Reference
Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such
Interest Determination Date. In such event, the Trustee shall request the
principal London office of each of the Reference Banks to provide a quotation of
its rate. If on such Interest Determination Date, two or more Reference Banks
provide such offered quotations, One-Month LIBOR for the related Interest
Accrual Period shall be the arithmetic mean of such offered quotations (rounded
upwards, if necessary, to the nearest whole multiple of 1/16%). If on such
Interest Determination Date, fewer than two Reference Banks provide such offered
quotations, One-Month LIBOR for the related Interest Accrual Period shall be the
higher of (i) LIBOR as determined on the previous Interest Determination Date
and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under the
priorities described above, LIBOR for an Interest Determination Date would be
based on LIBOR for the previous Interest Determination Date for the third
consecutive Interest Determination Date, the Trustee shall select, after
consultation with the Depositor and the NIMS Insurer, an alternative comparable
index (over which the Trustee has no control), used for determining one-month
Eurodollar lending rates that is calculated and published (or otherwise made
available) by an independent party.

                  "Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor or the Servicer
acceptable to the Trustee if such opinion is delivered



                                       34
<PAGE>


to the Trustee or acceptable to the NIMs Insurer if such opinion is delivered to
the NIMs Insurer, except that any opinion of counsel relating to (a) the
qualification of any Trust REMIC as a REMIC or (b) compliance with the REMIC
Provisions must be an opinion of Independent counsel.

                  "Optional Termination Date": The first Distribution Date on
which the aggregate Stated Principal Balance of the Mortgage Loans (and
properties acquired in respect thereof) remaining in the Trust Fund is reduced
to an amount less than 10% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

                  "Originators": Collectively, Argent Mortgage Company, LLC and
Olympus Mortgage Company.

                  "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the excess, if any, of (a) the Overcollateralization Target
Amount applicable to such Distribution Date over (b) the Overcollateralized
Amount applicable to such Distribution Date (calculated for this purpose only
after assuming that 100% of the Principal Remittance Amount on such Distribution
Date has been distributed).

                  "Overcollateralization Increase Amount": With respect to any
Distribution Date, the lesser of (a) the Overcollateralization Deficiency Amount
as of such Distribution Date and (b) the Net Monthly Excess Cashflow for such
Distribution Date.

                  "Overcollateralization Reduction Amount": With respect to any
Distribution Date, an amount equal to the lesser of (a) the Excess
Overcollateralized Amount and (b) the Principal Remittance Amount.

                  "Overcollateralization Target Amount": With respect to any
Distribution Date (i) prior to the Stepdown Date, 2.30% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after
the Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
4.60% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (y) $4,210,001.47, or (iii) on or after the Stepdown Date and if a
Trigger Event is in effect, the Overcollateralization Target Amount for the
immediately preceding Distribution Date. Notwithstanding the foregoing, on and
after any Distribution Date following the reduction of the aggregate Certificate
Principal Balance of the Class A Certificates and the Mezzanine Certificates to
zero, the Overcollateralization Target Amount shall be zero.

                  "Overcollateralized Amount": With respect to any Distribution
Date, the excess, if any, of (a) the aggregate Stated Principal Balances of the
Mortgage Loans and REO Properties immediately following such Distribution Date
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period), over (b) the sum of
the aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates as of such Distribution Date
(after giving effect to distributions to be made on such Distribution Date).



                                       35
<PAGE>


                  "Ownership Interest": As to any 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, as owner or as pledgee.

                  "Pass-Through Rate": With respect to any Class of
Adjustable-Rate Certificates and any Distribution Date, the lesser of (x) the
related Formula Rate for such Distribution Date and (y) the related Net WAC
Pass-Through Rate for such Distribution Date.

                  With respect to the Class CE Interest and any Distribution
Date, a rate per annum equal to the percentage equivalent of a fraction, the
numerator of which is (x) the sum of (i) 100% of the interest on REMIC II
Regular Interest II-LTP and (ii) interest on the Uncertificated Balance of each
REMIC II Regular Interest listed in clause (y) at a rate equal to the related
REMIC II Remittance Rate minus the Marker Rate and the denominator of which is
(y) the aggregate Uncertificated Balance of REMIC II Regular Interests II-LTAA,
II-LTIA1A, II-LTA1B, II-LTM1, II-LTM2, II-LTM3, II-LTM4, II-LTM5, II-LTM6,
II-LTM7, II-LTM8, II-LTM9, II-LTM10, II-LTM11 and II-LTZZ.

                  With respect to the Class CE Certificates, 100% of the
interest distributable to the Class CE Interest, expressed as a per annum rate.

                  "Percentage Interest": With respect to any Class of
Certificates (other than the Residual Certificates), the undivided percentage
ownership in such Class evidenced by such Certificate, expressed as a
percentage, the numerator of which is the initial Certificate Principal Balance
or Notional Amount represented by such Certificate and the denominator of which
is the aggregate initial Certificate Principal Balance or Notional Amount of all
of the Certificates of such Class. The Class A Certificates and the Mezzanine
Certificates (other than the Class M-6 Certificates, the Class M-7 Certificates,
the Class M-8 Certificates, the Class M-9 Certificates, the Class M-10
Certificates and the Class M-11 Certificates) are issuable only in minimum
Percentage Interests corresponding to minimum initial Certificate Principal
Balances of $25,000 and integral multiples of $1.00 in excess thereof. The Class
M-10 Certificates and the Class M-11 Certificates are issuable only in minimum
Percentage Interests corresponding to minimum initial Certificate Principal
Balances of $50,000 and integral multiples of $1.00 in excess thereof. The Class
P Certificates are issuable only in minimum Percentage Interests corresponding
to minimum initial Certificate Principal Balances of $20 and integral multiples
thereof. The Class CE Certificates are issuable only in minimum Percentage
Interests corresponding to minimum initial Notional Amount of $10,000 and
integral multiples of $1.00 in excess thereof; provided, however, that a single
Certificate of such Class of Certificates may be issued having a Percentage
Interest corresponding to the remainder of the aggregate initial Certificate
Principal Balance or Notional Amount of such Class or to an otherwise authorized
denomination for such Class plus such remainder. With respect to any Residual
Certificate, the undivided percentage ownership in such Class evidenced by such
Certificate, as set forth on the face of such Certificate. The Residual
Certificates are issuable in Percentage Interests of 20% and multiples thereof.

                  "Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth
in the related Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such Mortgage Loan may increase or decrease (without regard to the
Maximum Mortgage Rate or the Minimum Mortgage Rate) on



                                       36
<PAGE>


such Adjustment Date from the Mortgage Rate in effect immediately prior to such
Adjustment Date.

                  "Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued by the Depositor, the Servicer, the NIMS Insurer,
the Trustee or any of their respective Affiliates:

                  (i)      direct obligations of, or obligations fully
         guaranteed as to timely payment of principal and interest by, the
         United States or any agency or instrumentality thereof, provided such
         obligations are backed by the full faith and credit of the United
         States;

                  (ii)     demand and time deposits in, certificates of deposit
         of, or bankers' acceptances (which shall each have an original maturity
         of not more than 90 days and, in the case of bankers' acceptances,
         shall in no event have an original maturity of more than 365 days or a
         remaining maturity of more than 30 days) denominated in United States
         dollars and issued by, any Depository Institution;

                  (iii)    repurchase obligations with respect to any security
         described in clause (i) above entered into with a Depository
         Institution (acting as principal);

                  (iv)     securities bearing interest or sold at a discount
         that are issued by any corporation incorporated under the laws of the
         United States of America or any state thereof and that are rated by
         each Rating Agency that rates such securities in its highest long-term
         unsecured rating categories at the time of such investment or
         contractual commitment providing for such investment;

                  (v)      commercial paper (including both non-interest-bearing
         discount obligations and interest-bearing obligations payable on demand
         or on a specified date not more than 30 days after the date of
         acquisition thereof) that is rated by each Rating Agency that rates
         such securities in its highest short-term unsecured debt rating
         available at the time of such investment;

                  (vi)     units of money market funds, including money market
         funds managed or advised by the Trustee or an Affiliate thereof, that
         have been rated "Aaa" by Moody's, "AAA" by Fitch, "AAA" by DBRS and
         "AAAm" by S&P (if rated by the respective Rating Agency); and

                  (vii)    if previously confirmed in writing to the Trustee and
         consented to by the NIMS Insurer, any other demand, money market or
         time deposit, or any other obligation, security or investment, as may
         be acceptable to the Rating Agencies as a permitted investment of funds
         backing securities having ratings equivalent to its highest initial
         rating of the Class A Certificates;

provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the



                                       37
<PAGE>


interest and principal payments with respect to such instrument provide a yield
to maturity at par greater than 120% of the yield to maturity at par of the
underlying obligations.

                  "Permitted Transferee": Any Transferee of a Residual
Certificate other than a Disqualified Organization or Non-United States Person.

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

                  "Plan": Any employee benefit plan or certain other retirement
plans and arrangements, including individual retirement accounts and annuities,
Keogh plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA or Section 4975 of the Code.

                  "Placement Agent": Merrill Lynch, Pierce, Fenner & Smith
Incorporated.

                  "Prepayment Assumption": As defined in the Prospectus
Supplement.

                  "Prepayment Charge": With respect to any Prepayment Period,
any prepayment premium, fee or charge payable by a Mortgagor in connection with
any Principal Prepayment pursuant to the terms of the related Mortgage Note as
from time to time held as a part of the Trust Fund, the Prepayment Charges so
held being identified in the Prepayment Charge Schedule (other than any Servicer
Prepayment Charge Payment Amount).

                  "Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges included in the Trust Fund on such date, attached hereto as
Schedule 2 (including the prepayment charge summary attached thereto). The
Prepayment Charge Schedule shall set forth the following information with
respect to each Prepayment Charge:

                  (i)      the Mortgage Loan identifying number;

                  (ii)     a code indicating the type of Prepayment Charge;

                  (iii)    the date on which the first Monthly Payment was due
         on the related Mortgage Loan;

                  (iv)     the term of the related Prepayment Charge;

                  (v)      the original Stated Principal Balance of the related
         Mortgage Loan; and

                  (vi)     the Stated Principal Balance of the related Mortgage
         Loan as of the Cut-off Date.

                  The Prepayment Charge Schedule shall be amended from time to
time by the Servicer in accordance with the provisions of this Agreement and a
copy of such amended



                                       38
<PAGE>


Prepayment Charge Schedule shall be furnished by the Servicer to the Trustee and
the NIMS Insurer.

                  "Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in
full during the portion of the related Prepayment Period occurring between the
first day of the calendar month in which such Distribution Date occurs and the
Determination Date in the calendar month in which such Distribution Date occurs,
an amount equal to interest (to the extent received) at the applicable Net
Mortgage Rate on the amount of such Principal Prepayment for the number of days
commencing on the first day of the calendar month in which such Distribution
Date occurs and ending on the last date through which interest is collected from
the related Mortgagor. To the extent not otherwise retained by the Servicer, the
Servicer may withdraw such Prepayment Interest Excess from the Collection
Account in accordance with Section 3.05(a)(iv).

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a Principal
Prepayment in full during the portion of the related Prepayment Period occurring
between the first day of the related Prepayment Period and the last day of the
calendar month preceding the month in which such Distribution Date occurs, an
amount equal to interest at the applicable Net Mortgage Rate on the amount of
such Principal Prepayment for the number of days commencing on the day after the
last date on which interest is collected from the related Mortgagor and ending
on the last day of the calendar month preceding such Distribution Date. The
obligations of the Servicer in respect of any Prepayment Interest Shortfall are
set forth in Section 4.03(e).

                  "Prepayment Period": With respect to any Distribution Date and
any Principal Prepayment in full, the period commencing on the day after the
Determination Date in the calendar month preceding the calendar month in which
such Distribution Date occurs (or, in the case of the first Distribution Date,
commencing on March 1, 2005) and ending on the Determination Date in the
calendar month in which such Distribution Date occurs. With respect to any
Distribution Date and any Principal Prepayment in part, the calendar month
preceding the month in which such Distribution Date occurs.

                  "Principal Distribution Amount": With respect to any
Distribution Date, the sum of: (i) the principal portion of each Monthly Payment
on the Mortgage Loans due during the related Due Period, to the extent received
on or prior to the related Determination Date or advanced prior to such
Distribution Date; (ii) the Stated Principal Balance of any Mortgage Loan that
was purchased during the related Prepayment Period pursuant to or as
contemplated by Section 2.03, Section 3.16 or Section 9.01 and the amount of any
shortfall deposited in the Collection Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the
related Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Subsequent
Recoveries, Insurance Proceeds, Liquidation Proceeds and REO Principal
Amortization) received during the related Prepayment Period on the Mortgage
Loans, net of any portion thereof that represents a recovery of principal for
which an Advance was made by the Servicer pursuant to Section 4.03 in respect of
a preceding Distribution Date and (iv) the amount of any Overcollateralization
Increase Amount for such Distribution Date; MINUS (v) the amount of any
Overcollateralization Reduction Amount for such Distribution Date. In no event
shall the



                                       39
<PAGE>


Principal Distribution Amount with respect to any Distribution Date be (x) less
than zero or (y) greater than the then outstanding aggregate Certificate
Principal Balance of the Class A and Mezzanine Certificates.

                  "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing the full
amount of scheduled interest due on any Due Date in any month or months
subsequent to the month of prepayment.

                  "Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i) through (iii)
of the definition of Principal Distribution Amount.

                  "Prospectus Supplement": The Prospectus Supplement, dated
March 28, 2005, relating to the public offering of the Offered Certificates.

                  "PTCE":  A Prohibited Transaction Class Exemption.

                  "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03, Section
3.16 or Section 9.01, and as confirmed by an Officers' Certificate from the
Servicer to the Trustee, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof as of the date of purchase (or such other price as
provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued
interest on such Stated Principal Balance at the applicable Net Mortgage Rate in
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or an Advance by the Servicer, which payment or
Advance had as of the date of purchase been distributed pursuant to Section
4.01, through the end of the calendar month in which the purchase is to be
effected and (y) an REO Property, the sum of (1) accrued interest on such Stated
Principal Balance at the applicable Net Mortgage Rate in effect from time to
time from the Due Date as to which interest was last covered by a payment by the
Mortgagor or an advance by the Servicer through the end of the calendar month
immediately preceding the calendar month in which such REO Property was acquired
plus (2) REO Imputed Interest for such REO Property for each calendar month
commencing with the calendar month in which such REO Property was acquired and
ending with the calendar month in which such purchase is to be effected, net of
the total of all net rental income, Insurance Proceeds, Liquidation Proceeds and
Advances that as of the date of purchase had been distributed as or to cover REO
Imputed Interest pursuant to Section 4.01, (iii) any unreimbursed Servicing
Advances and Advances and any unpaid Servicing Fees allocable to such Mortgage
Loan or REO Property, (iv) any amounts previously withdrawn from the Collection
Account in respect of such Mortgage Loan or REO Property pursuant to Sections
3.05(a)(v) and 3.16 and (v) in the case of a Mortgage Loan required to be
purchased pursuant to Section 2.03, expenses reasonably incurred or to be
incurred by the Servicer, the NIMS Insurer or the Trustee in respect of the
breach or defect giving rise to the purchase obligation, as well as any costs
and damages incurred by the Trust Fund in connection with any violation by such
loan of any predatory or abusive lending law.

                  "Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
which must, on the date of such



                                       40
<PAGE>


substitution, (i) have an outstanding Stated Principal Balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of the Scheduled Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs, (ii) have a Mortgage Rate not less than
(and not more than one percentage point in excess of) the Mortgage Rate of the
Deleted Mortgage Loan, (iii) with respect to any Adjustable-Rate Mortgage Loan,
have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the
Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate Mortgage Loan,
have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
Deleted Mortgage Loan, (v) with respect to Adjustable-Rate Mortgage Loan, have a
Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi) with
respect to any Adjustable-Rate Mortgage Loan, have a next Adjustment Date not
more than two months later than the next Adjustment Date on the Deleted Mortgage
Loan, (vii) have a remaining term to maturity not greater than (and not more
than one year less than) that of the Deleted Mortgage Loan, (viii) have the same
Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value
Ratio or Combined Loan-to-Value Ratio as of the date of substitution equal to or
lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date,
(x) have a risk grading determined by the Seller at least equal to the risk
grading assigned on the Deleted Mortgage Loan, (xi) have been underwritten or
reunderwritten by the Seller in accordance with the same underwriting criteria
and guidelines as the Deleted Mortgage Loan, (xii) have a Prepayment Charge
provision at least equal to the Prepayment Charge provision of the Deleted
Mortgage Loan and (xiii) conform to each representation and warranty set forth
in Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted
Mortgage Loan. In the event that one or more mortgage loans are substituted for
one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof
shall be determined on the basis of aggregate Stated Principal Balances, the
Mortgage Rates described in clause (ii) hereof shall be determined on the basis
of weighted average Mortgage Rates, the terms described in clause (vii) hereof
shall be determined on the basis of weighted average remaining terms to
maturity, the Loan-to-Value Ratios described in clause (ix) hereof shall be
satisfied as to each such mortgage loan, the risk gradings described in clause
(x) hereof shall be satisfied as to each such mortgage loan and, except to the
extent otherwise provided in this sentence, the representations and warranties
described in clause (xiii) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may be.

                  "Rating Agency" or "Rating Agencies": Moody's, Fitch and S&P
or their successors. If such agencies or their successors are no longer in
existence, "Rating Agencies" shall be such nationally recognized statistical
rating agencies, or other comparable Persons, designated by the Depositor,
notice of which designation shall be given to the Trustee and the Servicer.

                  "Realized Loss": With respect to each Mortgage Loan as to
which a Final Recovery Determination has been made, an amount (not less than
zero) equal to (i) the unpaid Stated Principal Balance of such Mortgage Loan as
of the commencement of the calendar month in which the Final Recovery
Determination was made, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor through the end of the calendar month in
which such Final Recovery Determination was made, calculated in the case of each
calendar month during such period (A) at an annual rate equal to the annual rate
at which interest was then



                                       41
<PAGE>


accruing on such Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of such Mortgage Loan as of the close of business on the
Distribution Date during such calendar month, plus (iii) any amounts previously
withdrawn from the Collection Account in respect of such Mortgage Loan pursuant
to Section 3.05(a)(v) and Section 3.12(c), minus (iv) the proceeds, if any,
received in respect of such Mortgage Loan during the calendar month in which
such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Servicer with respect to such Mortgage Loan pursuant to Section
3.05(a)(ii).

                  If the Servicer receives Subsequent Recoveries with respect to
any Mortgage Loan, the amount of Realized Losses with respect to that Mortgage
Loan shall be reduced to the extent such recoveries are applied to principal
distributions on any Distribution Date.

                  With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid Stated Principal Balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of REMIC I, plus (ii) accrued
interest from the Due Date as to which interest was last paid by the Mortgagor
in respect of the related Mortgage Loan through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, calculated in the case of each calendar month during such period (A)
at an annual rate equal to the annual rate at which interest was then accruing
on the related Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of the related Mortgage Loan as of the close of business on
the Distribution Date during such calendar month, plus (iii) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such Final Recovery Determination was made, plus (iv)
any amounts previously withdrawn from the Collection Account in respect of the
related Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c), minus
(v) the aggregate of all Advances made by the Servicer in respect of such REO
Property or the related Mortgage Loan for which the Servicer has been or, in
connection with such Final Recovery Determination, shall be reimbursed pursuant
to Section 3.13 out of rental income, Insurance Proceeds and Liquidation
Proceeds received in respect of such REO Property, minus (vi) the total of all
net rental income, Insurance Proceeds and Liquidation Proceeds received in
respect of such REO Property that has been, or in connection with such Final
Recovery Determination, shall be transferred to the Distribution Account
pursuant to Section 3.13.

                  With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the Stated Principal
Balance of the Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the Stated Principal Balance of the Mortgage Loan as reduced by
the Deficient Valuation.

                  With respect to each Mortgage Loan which has become the
subject of a Debt Service Reduction, the portion, if any, of the reduction in
each affected Monthly Payment attributable to a reduction in the Mortgage Rate
imposed by a court of competent jurisdiction. Each such Realized Loss shall be
deemed to have been incurred on the Due Date for each affected Monthly Payment.



                                       42
<PAGE>


                  "Record Date": With respect to each Distribution Date and any
Adjustable-Rate Certificate that is a Book-Entry Certificate, the Business Day
immediately preceding such Distribution Date. With respect to each Distribution
Date and any other Class of Certificates, including any Definitive Certificates,
the last Business Day of the month immediately preceding the month in which such
Distribution Date occurs.

                  "Reference Banks": Barclay's Bank PLC, The Tokyo Mitsubishi
Bank and National Westminster Bank PLC and their successors in interest;
provided, however, that if any of the foregoing banks are not suitable to serve
as a Reference Bank, then any leading banks selected by the Trustee (after
consultation with the Depositor and the NIMS Insurer) which are engaged in
transactions in Eurodollar deposits in the international Eurocurrency market (i)
with an established place of business in London, (ii) not controlling, under the
control of or under common control with the Depositor or any Affiliate thereof
and (iii) which have been designated as such by the Trustee.

                  "Refinanced Mortgage Loan": A Mortgage Loan the proceeds of
which were not used to purchase the related Mortgaged Property.

                  "Regular Certificate": Any Class A Certificate, Mezzanine
Certificate, Class P Certificate or Class CE Certificate.

                  "Regular Interest": A "regular interest" in a REMIC within the
meaning of Section 860G(a)(1) of the Code.

                  "Relief Act": The Servicemembers Civil Relief Act or any
applicable state law providing similar relief.

                  "Relief Act Interest Shortfall": With respect to any
Distribution Date and any Mortgage Loan, any reduction in the amount of interest
collectible on such Mortgage Loan for the most recently ended calendar month as
a result of the application of the Relief Act.

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

                  "REMIC Available Funds": With respect to any Distribution
Date, an amount equal to (1) the sum of (a) the aggregate of the amounts on
deposit in the Collection Account and Distribution Account as of the close of
business on the related Determination Date, including any Subsequent Recoveries,
(b) the aggregate of any amounts received in respect of an REO Property
withdrawn from any REO Account and deposited in the Distribution Account for
such Distribution Date pursuant to Section 3.13, (c) Compensating Interest, if
any, deposited in the Distribution Account by the Servicer for such Distribution
Date pursuant to Section 4.03 and (d) the aggregate of any Advances made by the
Servicer for such Distribution Date pursuant to Section 4.03, reduced (to not
less than zero) by (2) the portion of the amount described in clause (1)(a)
above that represents (i) Monthly Payments on the Mortgage Loans received from a
Mortgagor on or prior to the Determination Date but due during any Due Period
subsequent to the related Due Period, (ii) Principal Prepayments on the Mortgage
Loans received after the related Prepayment Period (together with any interest
payments received with such Principal



                                       43
<PAGE>


Prepayments to the extent they represent the payment of interest accrued on the
Mortgage Loans during a period subsequent to the end of the prior calendar
month), (iii) Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries
received in respect of the Mortgage Loans after the related Prepayment Period,
(iv) amounts reimbursable or payable to the Depositor, the Servicer, the
Trustee, the Seller or any Sub-Servicer pursuant to Section 3.05, Section 3.06
or Section 7.01 or otherwise payable in respect of Extraordinary Trust Fund
Expenses, (v) the Custodian Fee payable from the Distribution Account pursuant
to Section 8.05, (vi) amounts deposited in the Collection Account or the
Distribution Account in error and (vii) the amount of any Prepayment Charges
collected by the Servicer and the amount of any Servicer Prepayment Charge
Payment Amounts.

                  "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, consisting of: (i) such
Mortgage Loans and Prepayment Charges as from time to time are subject to this
Agreement, together with the Mortgage Files relating thereto, and together with
all collections thereon and proceeds thereof, (ii) any REO Property, together
with all collections thereon and proceeds thereof, (iii) the Trustee's rights
with respect to the Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof, (iv) the
Depositor's rights under the Mortgage Loan Purchase Agreement (including any
security interest created thereby) to the extent conveyed pursuant to Section
2.01 and (v) the Collection Account (other than any amounts representing any
Servicer Prepayment Charge Payment Amounts), the Distribution Account (other
than any amounts representing any Servicer Prepayment Charge Payment Amounts)
and any REO Account and such assets that are deposited therein from time to time
and any investments thereof, together with any and all income, proceeds and
payments with respect thereto. Notwithstanding the foregoing, however, REMIC I
specifically excludes any Servicer Prepayment Charge Payment Amounts, the Net
WAC Rate Carryover Reserve Account, the Interest Rate Swap Agreement, the Swap
Account, all payments and other collections of principal and interest due on the
Mortgage Loans on or before the Cut-off Date and all Prepayment Charges payable
in connection with Principal Prepayments made before the Cut-off Date.

                  "REMIC I Regular Interest": Any of the 160 separate
non-certificated beneficial ownership interests in REMIC I issued hereunder and
designated as a "regular interest" in REMIC I. Each REMIC I Regular Interest
shall accrue interest at the related REMIC I Remittance Rate in effect from time
to time, and shall be entitled to distributions of principal, subject to the
terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

                  "REMIC I Remittance Rate": With respect to REMIC I Regular
Interest I-LTP and each REMIC I Regular Interest ending with the designation
"1SWAP", the weighted average of the Expense Adjusted Net Mortgage Rates of the
Mortgage Loans.

                  "REMIC II Interest Loss Allocation Amount": With respect to
any Distribution Date, an amount (subject to adjustment based on the actual
number of days elapsed in the respective Interest Accrual Periods for the
indicated Regular Interests for such Distribution Date) equal to (a) the product
of (i) 50% of the aggregate Stated Principal Balance of the Mortgage



                                       44
<PAGE>


Loans and REO Properties then outstanding and (ii) the REMIC II Remittance Rate
for REMIC II Regular Interest II-LTAA minus the Marker Rate, divided by (b) 12.

                  "REMIC II Overcollateralization Target Amount": 0.50% of the
Overcollateralization Target Amount.

                  "REMIC II Overcollateralized Amount": With respect to any date
of determination, (i) the aggregate Uncertificated Balance of the REMIC II
Regular Interests minus (ii) the aggregate Uncertificated Balance of REMIC II
Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5,
REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular
Interest II-LTM10 and REMIC II Regular Interest II-LTM11 in each case as of such
date of determination.

                  "REMIC II Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to the product of (i) the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) one minus a fraction, the numerator of which is two times
the aggregate Uncertificated Balance of REMIC II Regular Interest II-LTA1A,
REMIC II Regular Interest II-LTA1B, REMIC II Regular Interest II-LTM1, REMIC II
Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest
II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8,
REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC
II Regular Interest II-LTM11 and the denominator of which is the aggregate
Uncertificated Balance of REMIC II Regular Interest II-LTA1A, REMIC II Regular
Interest II-LTA1B, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular
Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular Interest
II-LTM11 and REMIC II Regular Interest II-LTZZ.

                  "REMIC II Regular Interest": Any of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a "regular interest" in REMIC II. Each REMIC II Regular Interest
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal (other than
REMIC II Regular Interest II-LT1SWAP), subject to the terms and conditions
hereof, in an aggregate amount equal to its initial Uncertificated Balance as
set forth in the Preliminary Statement hereto. The following is a list of each
of the REMIC II Regular Interests: REMIC II Regular Interest II-LTAA, REMIC II
Regular Interest II-LTA1A, REMIC II Regular Interest II-LTA1B, REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5,
REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular
Interest II-LTM10, REMIC II Regular Interest II-LTM11, REMIC II Regular Interest
II-LTZZ, REMIC II Regular Interest II-LTP and REMIC II Regular Interest
II-LT1SWAP.



                                       45
<PAGE>


                  "REMIC II Remittance Rate": With respect to REMIC II Regular
Interest II-LTAA, REMIC II Regular Interest II-LTA1A, REMIC II Regular Interest
II-LTA1B, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11,
REMIC II Regular Interest II-LTZZ and REMIC II Regular Interest II-LTP, a per
annum rate (but not less than zero) equal to the weighted average of: (w) REMIC
I Regular Interest I-LTP, the REMIC I Remittance Rate for such REMIC I Regular
Interest for each such Distribution Date, (x) with respect to REMIC I Regular
Interest I-LT1SWAP1 through REMIC I Regular Interest I-LT1SWAP51 for each
Distribution Date listed below, the weighted average of the rates listed below
for each such REMIC I Regular Interest listed below, weighted on the basis of
the Uncertificated Balance of each such REMIC I Regular Interest:


<TABLE>
<CAPTION>

DISTRIBUTION DATE       REMIC I REGULAR INTEREST                                     RATE
-----------------       ------------------------                                     ----
<S>                  <C>                                <C>
        1            I-LT1SWAP1 through I-LT1SWAP51     (a) REMIC I Remittance  Rate over (b) the  weighted  average of
                                                        the Expense  Adjusted Net Mortgage  Rates of the Mortgage Loans
                                                        less 4.217%

        2            I-LT1SWAP2 through I-LT1SWAP51     (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1                         REMIC I Remittance Rate

        3            I-LT1SWAP3 through I-LT1SWAP51     (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 and I-LT1SWAP2          REMIC I Remittance Rate

        4            I-LT1SWAP4 through I-LT1SWAP51     (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP3      REMIC I Remittance Rate

        5            I-LT1SWAP5 through I-LT1SWAP51     (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP4      REMIC I Remittance Rate

        6            I-LT1SWAP6 through I-LT1SWAP51     (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP5      REMIC I Remittance Rate

        7            I-LT1SWAP7 through I-LT1SWAP51     (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP6      REMIC I Remittance Rate

        8            I-LT1SWAP8 through I-LT1SWAP51     (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP7      REMIC I Remittance Rate

        9            I-LT1SWAP9 through I-LT1SWAP51     (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP8      REMIC I Remittance Rate

       10            I-LT1SWAP10 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP9      REMIC I Remittance Rate

       11            I-LT1SWAP11 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP10     REMIC I Remittance Rate

       12            I-LT1SWAP12 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP11     REMIC I Remittance Rate

       13            I-LT1SWAP13 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP12     REMIC I Remittance Rate

       14            I-LT1SWAP14 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP13     REMIC I Remittance Rate

       15            I-LT1SWAP15 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP14     REMIC I Remittance Rate

       16            I-LT1SWAP16 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP15     REMIC I Remittance Rate
</TABLE>



                                       46
<PAGE>


<TABLE>
<CAPTION>
<S>                  <C>                                <C>
       17            I-LT1SWAP17 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP16     REMIC I Remittance Rate

       18            I-LT1SWAP18 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP17     REMIC I Remittance Rate

       19            I-LT1SWAP19 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP18     REMIC I Remittance Rate

       20            I-LT1SWAP20 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP19     REMIC I Remittance Rate

       21            I-LT1SWAP21 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP20     REMIC I Remittance Rate

       22            I-LT1SWAP22 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP21     REMIC I Remittance Rate

       23            I-LT1SWAP23 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP22     REMIC I Remittance Rate

       24            I-LT1SWAP24 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP23     REMIC I Remittance Rate

       25            I-LT1SWAP25 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP24     REMIC I Remittance Rate

       26            I-LT1SWAP26 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP25     REMIC I Remittance Rate

       27            I-LT1SWAP27 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP26     REMIC I Remittance Rate

       28            I-LT1SWAP28 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP27     REMIC I Remittance Rate

       29            I-LT1SWAP29 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP28     REMIC I Remittance Rate

       30            I-LT1SWAP30 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP29     REMIC I Remittance Rate

       31            I-LT1SWAP31 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP30     REMIC I Remittance Rate

       32            I-LT1SWAP32 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP31     REMIC I Remittance Rate

       33            I-LT1SWAP33 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP32     REMIC I Remittance Rate

       34            I-LT1SWAP34 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP33     REMIC I Remittance Rate

       35            I-LT1SWAP35 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP34     REMIC I Remittance Rate

       36            I-LT1SWAP36 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP35     REMIC I Remittance Rate

       37            I-LT1SWAP37 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP36     REMIC I Remittance Rate

       38            I-LT1SWAP38 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP37     REMIC I Remittance Rate

       39            I-LT1SWAP39 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP38     REMIC I Remittance Rate
</TABLE>



                                       47
<PAGE>


<TABLE>
<CAPTION>
<S>                  <C>                                <C>
       40            I-LT1SWAP40 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP39     REMIC I Remittance Rate

       41            I-LT1SWAP41 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP40     REMIC I Remittance Rate

       42            I-LT1SWAP42 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP41     REMIC I Remittance Rate

       43            I-LT1SWAP43 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP42     REMIC I Remittance Rate

       44            I-LT1SWAP44 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP43     REMIC I Remittance Rate

       45            I-LT1SWAP45 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP44     REMIC I Remittance Rate

       46            I-LT1SWAP46 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP45     REMIC I Remittance Rate

       47            I-LT1SWAP47 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP46     REMIC I Remittance Rate

       48            I-LT1SWAP48 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP47     REMIC I Remittance Rate

       49            I-LT1SWAP49 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP48     REMIC I Remittance Rate

       50            I-LT1SWAP50 through I-LT1SWAP51    (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP49     REMIC I Remittance Rate

       51            I-LT1SWAP51                        (a) REMIC I Remittance Rate over (b) the weighted average of
                                                        the Expense Adjusted Net Mortgage Rates of the  Mortgage Loans
                                                        less 4.217%
                     I-LT1SWAP1 through I-LT1SWAP50     REMIC I Remittance Rate
thereafter           I-LT1SWAP1 through I-LT1SWAP51     REMIC I Remittance Rate
</TABLE>


                  With respect to REMIC II Regular Interest II-LT1SWAP, and (i)
the first Distribution Date through the 51nd Distribution Date, the weighted
average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans less
4.217% and (ii) thereafter, 0.00%.

                  "REMIC III": The segregated pool of assets consisting of all
of the REMIC II Regular Interests conveyed in trust to the Trustee, for the
benefit of the Holders of the Regular Certificates and the Class R Certificate
(in respect of the Class R-III Interest), pursuant to Article II hereunder, and
all amounts deposited therein, with respect to which a separate REMIC election
is to be made.

                  "REMIC III Certificate": Any Regular Certificate (other than a
Class CE Certificate or Class P Certificate) or Class R Certificate.

                  "REMIC III Regular Interest": Any Class A Certificate,
Mezzanine Certificate, the Class CE Interest or the Class P Interest.

                  "REMIC IV": The segregated pool of assets consisting of the
Class CE Interest conveyed in trust to the Trustee, for the benefit of the
Holders of the Regular Certificates and the Class R-X Certificate (in respect of
the Class R-IV Interest), pursuant to Article II hereunder,



                                       48
<PAGE>


and all amounts deposited therein, with respect to which a separate REMIC
election is to be made.

                  "REMIC V": The segregated pool of assets consisting of all of
the Class P Interest conveyed in trust to the Trustee, for the benefit of the
Holders of the Regular Certificates and the Class R-X Certificate (in respect of
the Class R-V Interest), pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.

                  "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Section
860A through 860G of the Code, and related provisions, and proposed, temporary
and final regulations and published rulings, notices and announcements
promulgated thereunder, as the foregoing may be in effect from time to time.

                  "REMIC Regular Interest": Any REMIC I Regular Interest, REMIC
II Regular Interest, REMIC III Regular Interest, Class CE Interest or Class P
Interest.

                  "REMIC Remittance Rate": The REMIC I Remittance Rate or the
REMIC II Remittance Rate.

                  "Remittance Report": A report in form and substance that is
acceptable to the Trustee and the NIMS Insurer in electronic format prepared by
the Servicer pursuant to Section 4.03 with such additions, deletions and
modifications as agreed to by the Trustee and the Servicer.

                  "Rents from Real Property": With respect to any REO Property,
gross income of the character described in Section 856(d) of the Code as being
included in the term "rents from real property."

                  "REO Account": Each of the accounts maintained by the Servicer
in respect of an REO Property pursuant to Section 3.13, which account may be the
Collection Account subject to Section 3.13.

                  "REO Disposition": The sale or other disposition of an REO
Property on behalf of REMIC I.

                  "REO Imputed Interest": As to any REO Property, for any
calendar month during which such REO Property was at any time part of REMIC I,
one month's interest at the applicable Net Mortgage Rate on the Stated Principal
Balance of such REO Property (or, in the case of the first such calendar month,
of the related Mortgage Loan, if appropriate) as of the close of business on the
Distribution Date in such calendar month.

                  "REO Principal Amortization": With respect to any REO
Property, for any calendar month, the excess, if any, of (a) the aggregate of
all amounts received in respect of such REO Property during such calendar month,
whether in the form of rental income, sale proceeds (including, without
limitation, that portion of the Termination Price paid in connection with a
purchase of all of the Mortgage Loans and REO Properties pursuant to Section
9.01 that is



                                       49
<PAGE>


allocable to such REO Property) or otherwise, net of any portion of such amounts
(i) payable pursuant to Section 3.13(c) in respect of the proper operation,
management and maintenance of such REO Property or (ii) payable or reimbursable
to the Servicer pursuant to Section 3.13(d) for unpaid Servicing Fees in respect
of the related Mortgage Loan and unreimbursed Servicing Advances and Advances in
respect of such REO Property or the related Mortgage Loan, over (b) the REO
Imputed Interest in respect of such REO Property for such calendar month.

                  "REO Property": A Mortgaged Property acquired by the Servicer
on behalf of REMIC I through foreclosure or deed-in-lieu of foreclosure, as
described in Section 3.13.

                  "Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit E attached hereto.

                  "Reserve Interest Rate": With respect to any Interest
Determination Date, the rate per annum that the Trustee determines to be either
(i) the arithmetic mean (rounded upwards if necessary to the nearest whole
multiple of 1/16%) of the one-month U.S. dollar lending rates which New York
City banks selected by the Trustee are quoting on the relevant Interest
Determination Date to the principal London offices of leading banks in the
London interbank market or (ii) in the event that the Trustee can determine no
such arithmetic mean, the lowest one-month U.S. dollar lending rate which New
York City banks selected by the Trustee are quoting on such Interest
Determination Date to leading European banks.

                  "Residential Dwelling": Any one of the following: (i) an
attached or detached one-family dwelling, (ii) a detached two- to four-family
dwelling, (iii) a one-family dwelling unit in a condominium project or (iv) a
detached or attached one-family dwelling in a planned unit development, none of
which is a co-operative, mobile or manufactured home (unless such mobile or
manufactured home is defined as real property under applicable state law).

                  "Residual Certificate": Any one of the Class R Certificates or
the Class R-X Certificates.

                  "Residual Interest": The sole class of "residual interests" in
a REMIC within the meaning of Section 860G(a)(2) of the Code.

                  "Responsible Officer": When used with respect to the Trustee,
any officer assigned to and working in the Corporate Trust Office or in a
similar group and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

                  "Scheduled Principal Balance": With respect to any Mortgage
Loan: (a) as of the Cut-off Date, the outstanding Stated Principal Balance of
such Mortgage Loan as of such date, net of the principal portion of all unpaid
Monthly Payments, if any, due on or before such date; (b) as of any Due Date
subsequent to the Cut-off Date up to and including the Due Date in the calendar
month in which a Liquidation Event occurs with respect to such Mortgage Loan,
the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date,
minus the sum of (i) the principal portion of each Monthly Payment due on or
before such Due Date but subsequent to the Cut-off Date, whether or not
received, (ii) all Principal Prepayments received before such



                                       50
<PAGE>


Due Date but after the Cut-off Date, (iii) the principal portion of all
Liquidation Proceeds and Insurance Proceeds received before such Due Date but
after the Cut-off Date, net of any portion thereof that represents principal due
(without regard to any acceleration of payments under the related Mortgage and
Mortgage Note) on a Due Date occurring on or before the date on which such
proceeds were received and (iv) any Realized Loss incurred with respect thereto
as a result of a Deficient Valuation occurring before such Due Date, but only to
the extent such Realized Loss represents a reduction in the portion of principal
of such Mortgage Loan not yet due (without regard to any acceleration of
payments under the related Mortgage and Mortgage Note) as of the date of such
Deficient Valuation; and (c) as of any Due Date subsequent to the occurrence of
a Liquidation Event with respect to such Mortgage Loan, zero. With respect to
any REO Property: (a) as of any Due Date subsequent to the date of its
acquisition on behalf of the Trust Fund up to and including the Due Date in the
calendar month in which a Liquidation Event occurs with respect to such REO
Property, an amount (not less than zero) equal to the Scheduled Principal
Balance of the related Mortgage Loan as of the Due Date in the calendar month in
which such REO Property was acquired, minus the aggregate amount of REO
Principal Amortization, if any, in respect of such REO Property for all
previously ended calendar months; and (b) as of any Due Date subsequent to the
occurrence of a Liquidation Event with respect to such REO Property, zero.

                  "Seller": Ameriquest Mortgage Company, or its successor in
interest, in its capacity as seller under the Mortgage Loan Purchase Agreement.

                  "Senior Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the excess of (x) the
aggregate Certificate Principal Balance of the Class A Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
58.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $4,210,001.47.

                  "Senior Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the sum of (i) the Interest Distribution
Amount for such Distribution Date for the Class A Certificates, (ii) the
Interest Carry Forward Amount, if any, for the Class A Certificates and (iii)
the Swap Interest Shortfall Amount.

                  "Sequential Trigger Event": A Sequential Trigger Event will be
in effect if, with respect to any Distribution Date before the 37th Distribution
Date, the aggregate amount of Realized Losses incurred since the Cut-off Date
through the last day of the related Due Period (reduced by Subsequent Recoveries
received through the last day of such Due Period) divided by the aggregate
Stated Principal Balance of the Mortgage Loans as of the Cut-off Date exceeds
3.00%, or if, on or after the 37th Distribution Date, a Trigger Event is in
effect.



                                       51
<PAGE>


                  "Servicer": Litton Loan Servicing LP, or any successor
Servicer appointed as herein provided, in its capacity as Servicer hereunder.

                  "Servicer Event of Default": One or more of the events
described in Section 7.01.

                  "Servicer Prepayment Charge Payment Amount": The amounts
payable by the Servicer pursuant to Section 2.03(b) in respect of any waived
Prepayment Charges.

                  "Servicer Remittance Date": With respect to any Distribution
Date, 1:00 p.m. New York time on the 10th day of the calendar month in which the
related Distribution Date occurs or if such 10th day is not a Business Day, the
Business Day immediately succeeding such 10th day

                  "Servicer Reporting Date": With respect to any Distribution
Date, 1:00 p.m. New York time on the 18th day of the calendar month in which
such Distribution Date occurs or, if such 18th day is not a Business Day, the
Business Day immediately succeeding such 18th day.

                  "Servicing Advances": The reasonable "out-of-pocket" costs and
expenses (including reasonable attorneys' fees and expenses) incurred by the
Servicer in connection with a default, delinquency or other unanticipated event
by the Servicer in the performance of its servicing obligations, including, but
not limited to, the cost of (i) the preservation, restoration and protection of
a Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures, in respect of a particular Mortgage Loan, (iii) the management
(including reasonable fees in connection therewith) and liquidation of any REO
Property and (iv) the performance of its obligations under Section 3.01, Section
3.04(d), Section 3.08, Section 3.12 and Section 3.13. Servicing Advances also
include any reasonable "out-of-pocket" costs and expenses (including reasonable
attorneys' fees and expenses) incurred by the Servicer in connection with
executing and recording instruments of satisfaction, deeds of reconveyance or
Assignments in connection with any foreclosure in respect of any Mortgage Loan
to the extent not recovered from the related Mortgagor or otherwise payable
under this Agreement. The Servicer shall not be required to make any
Nonrecoverable Servicing Advance in respect of a Mortgage Loan or REO Property.

                  "Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to one month's interest (or in the event of
any payment of interest which accompanies a Principal Prepayment in full made by
the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest) at the applicable Servicing Fee Rate on the
same principal amount on which interest on such Mortgage Loan accrues for such
calendar month. A portion of such Servicing Fee may be retained by any
Sub-Servicer as its servicing compensation.

                  "Servicing Fee Rate": 0.50% per annum.

                  "Servicing Officer": Any employee of the Servicer involved in,
or responsible for, the administration and servicing of the Mortgage Loans,
whose names appear on a list of Servicing Officers furnished by the Servicer to
the Trustee and the Depositor on the Closing Date, as such list may from time to
time be amended.



                                       52
<PAGE>


                  "Servicing Rights Pledgee": One or more lenders, selected by
the Servicer, to which the Servicer may pledge and assign all of its right,
title and interes in, to and under this Agreement, including Wachovia Bank,
National Association as the representative of certain lenders.

                  "Servicing Standard": The standards set forth in the first
paragraph of Section 3.01.

                   "Servicing Transfer Date":  May 4, 2005.

                  "Single Certificate": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual
Certificates), a hypothetical Certificate of such Class evidencing a Percentage
Interest for such Class corresponding to an initial Certificate Principal
Balance or Notional Amount of $1,000. With respect to the Class P Certificates
and the Residual Certificates, a hypothetical Certificate of such Class
evidencing a 20% Percentage Interest in such Class.

                  "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor in interest.

                  "Startup Day": With respect to each Trust REMIC, the day
designated as such pursuant to Section 10.01(b) hereof.

                  "Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to but not including the Distribution
Date on which the proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, the outstanding principal balance of such
Mortgage Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule,
minus the sum of (i) the principal portion of each Monthly Payment due on a Due
Date subsequent to the Cut-off Date, to the extent received from the Mortgagor
or Advanced by the Servicer and distributed pursuant to Section 4.01 on or
before such date of determination, (ii) all Principal Prepayments received after
the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or
before such date of determination, (iii) all Liquidation Proceeds and Insurance
Proceeds applied by the Servicer as recoveries of principal in accordance with
the provisions of Section 3.12, to the extent distributed pursuant to Section
4.01 on or before such date of determination and (iv) any Realized Loss incurred
with respect thereto as a result of a Deficient Valuation made during or prior
to the Prepayment Period for the most recent Distribution Date coinciding with
or preceding such date of determination; and (b) as of any date of determination
coinciding with or subsequent to the Distribution Date on which the proceeds, if
any, of a Liquidation Event with respect to such Mortgage Loan would be
distributed, zero. With respect to any REO Property: (a) as of any date of
determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of REMIC I, minus the sum of (i) if such REO Property was
acquired before the Distribution Date in any calendar month, the principal
portion of the Monthly Payment due on the Due Date in the calendar month of
acquisition, to the extent Advanced by the Servicer and distributed pursuant to
Section 4.01 on or before such date of determination, and (ii) the aggregate
amount of REO



                                       53
<PAGE>


Principal Amortization in respect of such REO Property for all previously ended
calendar months, to the extent distributed pursuant to Section 4.01 on or before
such date of determination; and (b) as of any date of determination coinciding
with or subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, zero.

                  "Stepdown Date": The earlier to occur of (i) the first
Distribution Date on which the aggregate Certificate Principal Balance of the
Class A Certificates has been reduced to zero and (ii) the later to occur of (a)
the Distribution Date occurring in April 2008 and (b) the first Distribution
Date on which the Credit Enhancement Percentage for the Class A Certificates
(calculated for this purpose only after taking into account distributions of
principal on the Mortgage Loans but prior to any distribution of the Senior
Principal Distribution Amount to the Certificates then entitled to distributions
of principal on such Distribution Date) is equal to or greater than 41.40%.

                  "Sub-Servicer": Any Person with which the Servicer has entered
into a Sub-Servicing Agreement and which meets the qualifications of a
Sub-Servicer pursuant to Section 6.06.

                  "Sub-Servicing Account": An account established by a
Sub-Servicer which meets the requirements set forth in Section 6.11 and is
otherwise acceptable to the Servicer.

                  "Sub-Servicing Agreement": The written contract between the
Servicer and a Sub-Servicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 6.06.

                  "Subsequent Recoveries": As of any Distribution Date,
unexpected amounts received by the Servicer (net of any related expenses
permitted to be reimbursed pursuant to Section 3.04) specifically related to a
Mortgage Loan that was the subject of a liquidation or an REO Disposition prior
to the related Prepayment Period that resulted in a Realized Loss.

                  "Substitution Shortfall Amount": As defined in Section
2.03(d).

                  "Swap Administration Agreement": As defined in Section
4.09(b).

                  "Swap Account": The account or accounts created and maintained
pursuant to Section 4.09. The Swap Account must be an Eligible Account.

                  "Swap Administrator": Wells Fargo Bank, N.A., a national
banking association, or its successor in interest, or any successor Swap
Administrator appointed pursuant to the Swap Administration Agreement.

                  "Swap Interest Shortfall Amount": Any shortfall of interest
with respect to any Class of Certificates resulting from the application of the
Net WAC Cap due to a discrepancy between the Uncertificated Notional Amount of
the Class SWAP-IO Interest and the scheduled notional amount pursuant to the
Swap Administration Agreement.



                                       54
<PAGE>


                  "Swap Provider": Credit Suisse First Boston International.

                  "Swap Provider Trigger Event": A Swap Termination Payment that
is triggered upon: (i) an Event of Default under the Interest Rate Swap
Agreement with respect to which the Swap Provider is a Defaulting Party (as
defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the
Interest Rate Swap Agreement with respect to which the Swap Provider is the sole
Affected Party (as defined in the Interest Rate Swap Agreement) or (iii) an
Additional Termination Event under the Interest Rate Swap Agreement with respect
to which the Swap Provider is the sole Affected Party.

                  "Swap Termination Payment": The payment due under the Interest
Rate Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.

                  "Tax Returns": The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each REMIC in the Trust Fund due to its classification
as a REMIC under the REMIC Provisions, together with any and all other
information reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.

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

                  "Termination Price":  As defined in Section 9.01.

                  "Terminator":  As defined in Section 9.01.

                  "Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.

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

                  "Transferor": Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.

                  "Trigger Event": A Trigger Event is in effect with respect to
a Distribution Date on and after the Stepdown Date if:

                  (a)      the Delinquency Percentage for the Mortgage Loans
exceeds the applicable percentages of the Credit Enhancement Percentage for the
prior Distribution Date as set forth below for the most senior Class of Class A
Certificates and Mezzanine Certificates then outstanding:



                                       55
<PAGE>


                 CLASS                      PERCENTAGE
                 -----                      ----------
          Class A Certificates                38.60%
         Class M-1 Certificates               46.32%
         Class M-2 Certificates               56.67%
         Class M-3 Certificates               65.76%
         Class M-4 Certificates               76.46%
         Class M-5 Certificates               90.28%
         Class M-6 Certificates               109.45%
         Class M-7 Certificates               133.17%
         Class M-8 Certificates               168.21%
         Class M-9 Certificates               197.29%
        Class M-10 Certificates               242.13%
        Class M-11 Certificates               347.40%


or

                  (b)      the Cumulative Loss Percentage exceeds the applicable
percentages set forth below with respect to such Distribution Date:


      DISTRIBUTION DATE OCCURRING IN                 PERCENTAGE
      ------------------------------                 ----------
      April 2008 through March 2009                    3.00%
      April 2009 through March 2010                    4.50%
      April 2010 through March 2011                    6.50%
        April 2011 and thereafter                      6.60%


                  "Trust Fund": Collectively, all of the assets of each Trust
REMIC, Servicer Prepayment Charge Payment Amounts, the Net WAC Rate Carryover
Reserve Account, certain distributions made under the Swap Administration
Agreement, the Interest Rate Swap Agreement and the Swap Account.

                  "Trust REMIC": Each of REMIC I, REMIC II, REMIC III, REMIC IV
and REMIC V.

                  "Trustee": Wells Fargo Bank, N.A., a national banking
association, or its successor in interest, or any successor Trustee appointed as
herein provided.

                  "Uncertificated Balance": The amount of any REMIC Regular
Interest (other than REMIC II Regular Interest II-LT1SWAP) outstanding as of any
date of determination. As of the Closing Date, the Uncertificated Balance of
each REMIC Regular Interest (other than REMIC II Regular Interest II-LT1SWAP)
shall equal the amount set forth in the Preliminary Statement hereto as its
initial uncertificated balance. On each Distribution Date, the Uncertificated
Balance of each REMIC Regular Interest (other than REMIC II Regular Interest
II-LT1SWAP) shall be reduced by all distributions of principal made on such
REMIC Regular Interest on such Distribution Date pursuant to Section 4.01 and,
if and to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.04. The
Uncertificated Balance of REMIC II Regular Interest II-LTZZ shall be increased
by interest deferrals as provided in Section 4.01(a)(1). The Uncertificated
Balance of each REMIC Regular Interest shall never be less than zero. With
respect to the Class CE Interest as of any date of determination, an amount
equal to the excess, if any, of (A) the then aggregate Uncertificated Principal
Balance of the REMIC II Regular Interests over (B) the then aggregate
Certificate Principal Balance of the Class A Certificates, Mezzanine
Certificates and the Class P Certificates then outstanding.



                                       56
<PAGE>


                  "Uncertificated Interest": With respect to any REMIC Regular
Interest for any Distribution Date, one month's interest at the REMIC Remittance
Rate applicable to such REMIC Regular Interest for such Distribution Date,
accrued on the Uncertificated Balance thereof immediately prior to such
Distribution Date. Uncertificated Interest in respect of any REMIC Regular
Interest shall accrue on the basis of a 360-day year consisting of twelve 30-day
months. Uncertificated Interest with respect to each Distribution Date, as to
any REMIC Regular Interest, shall be reduced by an amount equal to the sum of
(a) the aggregate Prepayment Interest Shortfall, if any, for such Distribution
Date to the extent not covered by payments pursuant to Section 4.03(e) and (b)
the aggregate amount of any Relief Act Interest Shortfall, if any allocated, in
each case, to such REMIC Regular Interest pursuant to Section 1.02. In addition,
Uncertificated Interest with respect to each Distribution Date, as to any REMIC
Regular Interest shall be reduced by Realized Losses, if any, allocated to such
REMIC Regular Interest pursuant to Section 1.02 and Section 4.04.

                  "Uncertificated Notional Amount": With respect to REMIC II
Regular Interest II-LT1SWAP and (i) each Distribution Date listed below, the
aggregate Uncertificated Principal Balance of the REMIC I Regular Interests
listed below:


      DISTRIBUTION
          DATE                        REMIC I REGULAR INTERESTS
          ----                        -------------------------
           1                        I-LT1SWAP1 through I-LT1SWAP51
           2                        I-LT1SWAP2 through I-LT1SWAP51
           3                        I-LT1SWAP3 through I-LT1SWAP51
           4                        I-LT1SWAP4 through I-LT1SWAP51
           5                        I-LT1SWAP5 through I-LT1SWAP51
           6                        I-LT1SWAP6 through I-LT1SWAP51
           7                        I-LT1SWAP7 through I-LT1SWAP51
           8                        I-LT1SWAP8 through I-LT1SWAP51
           9                        I-LT1SWAP9 through I-LT1SWAP51
           10                      I-LT1SWAP10 through I-LT1SWAP51
           11                      I-LT1SWAP11 through I-LT1SWAP51
           12                      I-LT1SWAP12 through I-LT1SWAP51
           13                      I-LT1SWAP13 through I-LT1SWAP51
           14                      I-LT1SWAP14 through I-LT1SWAP51
           15                      I-LT1SWAP15 through I-LT1SWAP51
           16                      I-LT1SWAP16 through I-LT1SWAP51
           17                      I-LT1SWAP17 through I-LT1SWAP51
           18                      I-LT1SWAP18 through I-LT1SWAP51
           19                      I-LT1SWAP19 through I-LT1SWAP51
           20                      I-LT1SWAP20 through I-LT1SWAP51
           21                      I-LT1SWAP21 through I-LT1SWAP51
           22                      I-LT1SWAP22 through I-LT1SWAP51
           23                      I-LT1SWAP23 through I-LT1SWAP51
           24                      I-LT1SWAP24 through I-LT1SWAP51
           25                      I-LT1SWAP25 through II-LT1SWAP51
           26                      I-LT1SWAP26 through I-LT1SWAP51
           27                      I-LT1SWAP27 through I-LT1SWAP51
           28                      I-LT1SWAP28 through I-LT1SWAP51
           29                      I-LT1SWAP29 through I-LT1SWAP51
           30                      I-LT1SWAP30 through I-LT1SWAP51
           31                      I-LT1SWAP31 through I-LT1SWAP51
           32                      I-LT1SWAP32 through I-LT1SWAP51



                                       57
<PAGE>


           33                      I-LT1SWAP33 through I-LT1SWAP51
           34                      I-LT1SWAP34 through I-LT1SWAP51
           35                      I-LT1SWAP35 through I-LT1SWAP51
           36                      I-LT1SWAP36 through I-LT1SWAP51
           37                      I-LT1SWAP37 through I-LT1SWAP51
           38                      I-LT1SWAP38 through I-LT1SWAP51
           39                      I-LT1SWAP39 through I-LT1SWAP51
           40                      I-LT1SWAP40 through I-LT1SWAP51
           41                      I-LT1SWAP41 through I-LT1SWAP51
           42                      I-LT1SWAP42 through I-LT1SWAP51
           43                      I-LT1SWAP43 through I-LT1SWAP51
           44                      I-LT1SWAP44 through I-LT1SWAP51
           45                      I-LT1SWAP45 through I-LT1SWAP51
           46                      I-LT1SWAP46 through I-LT1SWAP51
           47                      I-LT1SWAP47 through I-LT1SWAP51
           48                      I-LT1SWAP48 through I-LT1SWAP51
           49                      I-LT1SWAP49 through I-LT1SWAP51
           50                      I-LT1SWAP50 through I-LT1SWAP51
           51                        I-LT1SWAP51 and I-LT1SWAP51
       thereafter                               $0.00


                  "Underwriters' Exemption": As defined in the Prospectus
Supplement.

                  "Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section
3.08.

                  "United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States, any state thereof or the District of
Columbia (except, in the case of a partnership, to the extent provided in
regulations); provided that, solely for purposes of the restrictions on the
transfer of Residual Certificates, no partnership or other entity treated as a
partnership for United States federal income tax purposes shall be treated as a
United States Person unless all persons that own an interest in such partnership
either directly or through any entity that is not a corporation for United
States federal income tax purposes are required by the applicable operative
agreement to be United States Persons, or an estate whose income is subject to
United States federal income tax regardless of its source, or a trust if a court
within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a
trust treated as owned by the grantor under subpart E of part I of subchapter J
of chapter 1 of the Code), and which was treated as a United States person on
August 20, 1996 may elect to continue to be treated as a United States person
notwithstanding the previous sentence. The term "United States" shall have the
meaning set forth in Section 7701 of the Code.

                  "Value": With respect to any Mortgaged Property, the lesser of
(i) the value thereof as determined by an appraisal made for the originator of
the Mortgage Loan at the time of origination of the Mortgage Loan by an
appraiser who met the minimum requirements of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, and (ii) the purchase



                                       58
<PAGE>


price paid for the related Mortgaged Property by the Mortgagor with the proceeds
of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage
Loan, such value of the Mortgaged Property is based solely upon the value
determined by an appraisal made for the originator of such Refinanced Mortgage
Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser
who met the minimum requirements of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989 or, subject to the applicable Originator's
underwriting guidelines, an insured automated valuation model.

                  "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. With respect to any date
of determination, 97% of all Voting Rights shall be allocated among the Holders
of the Class A Certificates, the Mezzanine Certificates and the Class CE
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, 1% of all Voting Rights shall be
allocated to the Holders of the Class P Certificates and 1% of all Voting Rights
shall be allocated among the Holders of the Residual Certificates. The Voting
Rights allocated to each Class of Certificate shall be allocated among Holders
of each such Class in accordance with their respective Percentage Interests as
of the most recent Record Date.

                           SECTION 1.02. Allocation of Certain Interest
                                         Shortfalls.

                  For purposes of calculating the amount of Accrued Certificate
Interest and the amount of the Interest Distribution Amount for the Class A
Certificates, the Mezzanine Certificates and the Class CE Certificates for any
Distribution Date, the aggregate amount of any Prepayment Interest Shortfalls
(to the extent not covered by payments by the Servicer pursuant to Section
4.03(e)) and any Relief Act Interest Shortfalls incurred in respect of the
Mortgage Loans for any Distribution Date shall be allocated first, to reduce the
interest accrued on the Class CE Certificates to the extent of one month's
interest at the applicable Pass-Through Rate on the Notional Amount of such
Certificate and thereafter, among the Class A Certificates and the Mezzanine
Certificates on a PRO RATA basis based on, and to the extent of, one month's
interest at the then applicable respective Pass-Through Rate on the respective
Certificate Principal Balance of each such Certificate.

                  For purposes of calculating the amount of Uncertificated
Interest for the REMIC I Regular Interests for any Distribution Date the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Servicer pursuant to Section 4.03(e)) and any Relief
Act Interest Shortfalls incurred in respect of the Mortgage Loans shall be
allocated to REMIC I Regular Interest I-LT1 to the extent of, one month's
interest at the then applicable REMIC I Remittance Rate on the respective
Uncertificated Balance of such REMIC I Regular Interest and then to REMIC I
Regular Interest I-LT1SWAP to the extent of one month's interest at the then
applicable respective REMIC I Remittance Rate on the respective Uncertificated
Balance of each such REMIC I Regular Interest.

                  For purposes of calculating the amount of Uncertificated
Interest for the REMIC II Regular Interests for any Distribution Date, the
aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Servicer pursuant to Section 4.03(e)) and any Relief
Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated among REMIC II Regular Interest II-LTA1A,
II Regular



                                       59
<PAGE>


Interest II-LTA1B, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular
Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular Interest
II-LTM11 and REMIC II Regular Interest II-LTZZ, on a PRO RATA basis based on,
and to the extent of, one month's interest at the then applicable respective
REMIC II Remittance Rate on the respective Uncertificated Balance of each such
REMIC II Regular Interest.

                           SECTION 1.03. Rights of the NIMS Insurer.

                  Each of the rights of the NIMS Insurer set forth in this
Agreement shall exist so long as (i) the NIMS Insurer has undertaken to
guarantee certain payments of notes issued pursuant to an Indenture and (ii) any
series of notes issued pursuant to one or more Indentures remain outstanding or
the NIMS Insurer is owed amounts in respect of its guarantee of payment on such
notes; provided, however, the NIMS Insurer shall not have any rights hereunder
(except pursuant to Section 11.01 in the case of clause (ii) below) during the
period of time, if any, that (i) the NIMS Insurer has not undertaken to
guarantee certain payments of notes issued pursuant to the Indenture or (ii) any
default has occurred and is continuing under the insurance policy issued by the
NIMS Insurer with respect to such notes. In the event a NIMS Insurer is
appointed, the Trustee, to the extent such information is provided to it by the
NIMS Insurer, shall provide notice of such appointment to the Servicer,
including notice information for the NIMS Insurer. In the event that the notice
information for the NIMS Insurer is not provided, the Servicer shall have no
liability for failure to provide notices to the NIMS Insurer.



                                       60
<PAGE>


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                           SECTION 2.01. Conveyance of Mortgage Loans.

                  The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to the Mortgage Loans
identified on the Mortgage Loan Schedule, the rights of the Depositor under the
Mortgage Loan Purchase Agreement, all other assets included or to be included in
REMIC I, the Interest Rate Swap Agreement certain payments made under the Swap
Administration Agreement and the Swap Account. Such assignment includes all
interest and principal received by or on behalf of the Depositor or the Servicer
on or with respect to the Mortgage Loans (other than payments of principal and
interest due on such Mortgage Loans on or before the Cut-off Date). The
Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan
Purchase Agreement, and the Trustee on behalf of the Certificateholders,
acknowledges receipt of the same.

                  In connection with such transfer and assignment, the Depositor
does hereby deliver to, and deposit with, the Custodian on behalf of the Trustee
the following documents or instruments with respect to each Mortgage Loan so
transferred and assigned, and the Depositor shall, in accordance with Section
2.09, deliver or cause to be delivered to the Custodian, the following documents
or instruments (a "Mortgage File"):

                  (i)      the original Mortgage Note, with all riders, endorsed
         in blank, without recourse, or in the following form: "Pay to the order
         of Wells Fargo Bank, N.A., as Trustee under the applicable agreement,
         without recourse," with all prior and intervening endorsements showing
         a complete chain of endorsement from the originator to the Person so
         endorsing to the Trustee, or with respect to any lost Mortgage Note, an
         original Lost Note Affidavit; provided however, that such substitutions
         of Lost Note Affidavits for original Mortgage Notes may occur only with
         respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance
         of which is less than or equal to 2.00% of the Pool Balance as of the
         Cut-off Date;

                  (ii)     the original Mortgage, with all riders, with evidence
         of recording thereon, and a copy, certified by the appropriate
         recording office, of the recorded power of attorney, if the Mortgage
         was executed pursuant to a power of attorney, with evidence of
         recording thereon;

                  (iii)    an original Assignment assigned in blank, without
         recourse;

                  (iv)     the original recorded intervening Assignment or
         Assignments showing a complete chain of assignment from the originator
         to the Person assigning the Mortgage to



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<PAGE>


         the Trustee as contemplated by the immediately preceding clause (iii)
         or the original unrecorded intervening Assignments;

                  (v)      the original or copies of each assumption,
         modification, written assurance or substitution agreement, if any; and

                  (vi)     the original lender's title insurance policy or an
         attorney's opinion of title or similar guarantee of title acceptable to
         mortgage lenders generally in the jurisdiction where the Mortgaged
         Property is located, together with all endorsements or riders which
         were issued with or subsequent to the issuance of such policy, or in
         the event such original title policy is unavailable, a written
         commitment or uniform binder or preliminary report of title issued by
         the title insurance or escrow company.

                  If any of the documents referred to in Sections 2.01(ii),
(iii) or (iv) above has as of the Closing Date been submitted for recording but
either (x) has not been returned from the applicable public recording office or
(y) has been lost or such public recording office has retained the original of
such document, the obligations of the Depositor to deliver such documents shall
be deemed to be satisfied upon (1) delivery to the Trustee, or to the
appropriate Custodian on behalf of the Trustee, of a copy of each such document
certified by the applicable Originator in the case of (x) above or the
applicable public recording office in the case of (y) above to be a true and
complete copy of the original that was submitted for recording and (2) if such
copy is certified by the applicable Originator, delivery to the Trustee, or to
the appropriate Custodian on behalf of the Trustee, promptly upon receipt
thereof of either the original or a copy of such document certified by the
applicable public recording office to be a true and complete copy of the
original. If the original lender's title insurance policy was not delivered
pursuant to Section 2.01(vi) above, the Depositor shall deliver or cause to be
delivered to the Trustee, or to the appropriate Custodian on behalf of the
Trustee, promptly after receipt thereof, the original lender's title insurance
policy. The Depositor shall deliver or cause to be delivered to the Trustee, or
to the appropriate Custodian on behalf of the Trustee, promptly upon receipt
thereof any other original documents constituting a part of a Mortgage File
received with respect to any Mortgage Loan, including, but not limited to, any
original documents evidencing an assumption or modification of any Mortgage
Loan.

                  The Seller shall promptly (and in no event later than thirty
(30) Business Days, subject to extension upon a mutual agreement between the
Seller and the Trustee), following the later of (i) the Closing Date, (ii) the
date on which the Seller receives the Assignment from the Custodian and (iii)
the date of receipt by the Seller of the recording information for a Mortgage)
submit or cause to be submitted for recording, at no expense to the Trust Fund,
the Servicer or the Trustee in the appropriate public office for real property
records, each Assignment referred to in Sections 2.01(iii) and (iv) above and
shall execute each original Assignment referred to in Section 2.01(iii) above in
the following form: "Wells Fargo Bank, N.A.", as Trustee under the applicable
agreement." In the event that any such Assignment is lost or returned unrecorded
because of a defect therein, the Seller shall promptly prepare or cause to be
prepared a substitute Assignment or cure or cause to be cured such defect, as
the case may be, and thereafter cause each such Assignment to be duly recorded.



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<PAGE>


                  Notwithstanding the foregoing, however, for administrative
convenience and facilitation of servicing and to reduce closing costs, the
Assignments shall not be required to be submitted for recording (except with
respect to any Mortgage Loan located in Maryland) unless such failure to record
would result in a withdrawal or a downgrading by any Rating Agency of the rating
on any Class of Certificates; provided further, however, each Assignment shall
be submitted for recording by the Seller in the manner described above, at no
expense to the Trust Fund, the Servicer or the Trustee, upon the earliest to
occur of: (i) reasonable direction by Holders of Certificates entitled to at
least 25% of the Voting Rights or the NIMS Insurer, (ii) [reserved], (iii) the
occurrence of a bankruptcy or insolvency relating to the Seller, (iv) the
occurrence of a servicing transfer as described in Section 7.02 hereof, (v) with
respect to any one Assignment, the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Mortgagor under the related Mortgage and (vi) with
respect to any Assigments, the payment in full of the related Mortgage Note.
Notwithstanding the foregoing, if the Seller is unable to pay the cost of
recording the Assignments, such expense shall be paid by the Trustee and shall
be reimbursable to the Trustee as an Extraordinary Trust Fund Expense.

                  In the event that any Assignments are not recorded or are
improperly recorded, the Servicer shall have no liability for its failure to
receive or act on notices not received relating to such failure to record or the
improper recording of such Assignments. The Seller shall forward all notices
regarding Assignments it receives to the Servicer. In the event that the Trust
or the Servicer suffers a loss directly related to the Seller's failure to
forward such notices, the Seller shall reimburse and indemnify the Servicer
and/or the Trust for such loss.

                  All original documents relating to the Mortgage Loans that are
not delivered to the Trustee, or to the appropriate Custodian on behalf of the
Trustee, are and shall be held by or on behalf of the Seller, the Depositor or
the Servicer, as the case may be, in trust for the benefit of the Trustee on
behalf of the Certificateholders. In the event that any such original document
is required pursuant to the terms of this Section to be a part of a Mortgage
File, such document shall be delivered promptly to the Trustee, or to the
appropriate Custodian on behalf of the Trustee. Any such original document
delivered to or held by the Depositor that is not required pursuant to the terms
of this Section to be a part of a Mortgage File, shall be delivered promptly to
the Servicer.

                  The parties hereto understand and agree that it is not
intended that any mortgage loan be included in the Trust that is a "High-Cost
Home Loan" as defined by HOEPA or any other applicable predatory or abusive
lending laws.

         On the Closing Date, the Depositor will also deposit, or cause to be
deposited in the Distribution Account $100.00, which shall be part of Available
Funds on the first Distribution Date.

                           SECTION 2.02. Acceptance of REMIC I by the Trustee.

                  Subject to the provisions of Section 2.01 and subject to any
exceptions noted on the exception report described in the next paragraph below,
the Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to
a Custodial Agreement, receipt by the respective



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Custodian as the duly appointed agent of the Trustee) of the documents referred
to in Section 2.01 (other than such documents described in Section 2.01(v))
above and all interests and all other assets included in the definition of
"REMIC I" under clauses (i), (iii), (iv) and (v) (to the extent of amounts
deposited into the Distribution Account) and declares that it, or such Custodian
as its agent, holds and shall hold such documents and the other documents
delivered to it constituting a Mortgage File, and that it holds or shall hold
all such assets and such other assets included in the definition of "REMIC I" in
trust for the exclusive use and benefit of all present and future
Certificateholders.

                  On or prior to the Closing Date, the Trustee agrees, for the
benefit of the Certificateholders, to execute and deliver (or cause the
Custodian to execute and deliver) to the Depositor, the Servicer and the NIMS
Insurer an acknowledgment of receipt of the Mortgage Note (with any exceptions
noted), substantially in the form attached as Exhibit C-3 hereto.

                  The Trustee agrees, for the benefit of the Certificateholders,
to review (or cause a Custodian on its behalf to review) each Mortgage Note
within 45 days of the Closing Date and to certify in substantially the form
attached hereto as Exhibit C-1 (or cause the Custodian to certify in the form of
the Initial Certification attached to the Custodial Agreement) that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception
report annexed thereto as not being covered by such certification), (i) all
documents constituting part of such Mortgage File (other than such documents
described in Section 2.01(v)) required to be delivered to it pursuant to this
Agreement are in its possession, (ii) such documents have been reviewed by it or
such Custodian and are not mutilated, torn or defaced unless initialed by the
related borrower and relate to such Mortgage Loan, (iii) based on its or the
Custodian's examination and only as to the foregoing, the information set forth
in the Mortgage Loan Schedule that corresponds to items (1) through (3), (6),
(9), (10), (13), (15) and (19) of the definition of "Mortgage Loan Schedule"
accurately reflects information set forth in the Mortgage File. It is herein
acknowledged that, in conducting such review, the Trustee or such Custodian was
under no duty or obligation (i) to inspect, review or examine any such
documents, instruments, certificates or other papers to determine whether they
are genuine, enforceable, or appropriate for the represented purpose or whether
they have actually been recorded or that they are other than what they purport
to be on their face or (ii) to determine whether any Mortgage File should
include any of the documents specified in clause (v) of Section 2.01.

                  Prior to the first anniversary date of this Agreement the
Trustee shall deliver (or cause the Custodian to deliver) to the Depositor, the
Servicer and the NIMS Insurer a final certification in the form annexed hereto
as Exhibit C-2 (or shall cause the Custodian to deliver to the Trustee, the
Depositor, the Servicer and the NIMS Insurer a final certification in the form
attached to the Custodial Agreement) evidencing the completeness of the Mortgage
Files, with any applicable exceptions noted thereon, with respect to all of the
Mortgage Loans. Upon the request of the Servicer, any exception report related
to the final certification shall be provided in an electronic computer readable
format as mutually agreed upon by the Servicer and the Trustee (or the Custodian
on behalf of the Trustee).

                  If in the process of reviewing the Mortgage Files and making
or preparing, as the case may be, the certifications referred to above, the
Trustee or any Custodian finds any



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<PAGE>


document or documents constituting a part of a Mortgage File to be missing,
mutilated, torn or defaced or does not conform to the requirements identified
above, at the conclusion of its review the Trustee (or the Custodian on behalf
of the Trustee) shall so notify the Depositor, the NIMS Insurer and the
Servicer. In addition, upon the discovery by the Depositor, the NIMS Insurer,
the Servicer or the Trustee of a breach of any of the representations and
warranties made by the Seller in the Mortgage Loan Purchase Agreement in respect
of any Mortgage Loan which materially adversely affects such Mortgage Loan or
the interests of the related Certificateholders in such Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties.

                  The Trustee (or the Custodian on behalf of the Trustee) shall,
at the written request and expense of any Certificateholder or Certificate
Owner, provide a written report to such Certificateholder or Certificate Owner,
of all Mortgage Files released to the Servicer for servicing purposes.

                           SECTION 2.03. Repurchase or Substitution of Mortgage
                                         Loans by the Seller or the Depositor;
                                         Payment of Prepayment Charge Payment
                                         Amounts.

                  (a)      Upon discovery or receipt of notice (including notice
under Section 2.02) of any materially defective document in, or that a document
is missing from, the Mortgage File or of the breach by the Seller of any
representation, warranty or covenant under the Mortgage Loan Purchase Agreement
in respect of any Mortgage Loan which materially adversely affects the value of
such Mortgage Loan or the interest therein of the Certificateholders, the
Trustee shall promptly notify the Seller, the NIMS Insurer and the Servicer of
such defect, missing document or breach and request that the Seller deliver such
missing document or cure such defect or breach within 90 days from the date the
Seller had knowledge or was notified of such missing document, defect or breach,
and if the Seller does not deliver such missing document or cure such defect or
breach in all material respects during such period, the Trustee shall enforce
the obligations of the Seller under the Mortgage Loan Purchase Agreement to
repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90 days
after the date on which the Seller was notified (subject to Section 2.03(d)) of
such missing document, defect or breach, if and to the extent that the Seller is
obligated to do so under the Mortgage Loan Purchase Agreement. The Purchase
Price for the repurchased Mortgage Loan shall be deposited in the Collection
Account, and the Trustee (or the Custodian on behalf of the Trustee), upon
receipt of written certification from the Servicer of such deposit, shall
release to the Seller the related Mortgage File and shall request the Trustee to
(and the Trustee (or the Custodian on behalf of the Trustee) shall) execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as the Seller shall furnish to it and as shall be necessary to vest in
the Seller any Mortgage Loan released pursuant hereto and the Trustee shall not
have any further responsibility with regard to such Mortgage File. In lieu of
repurchasing any such Mortgage Loan as provided above, if so provided in the
Mortgage Loan Purchase Agreement, the Seller may cause such Mortgage Loan to be
removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(c). It is understood and
agreed that the obligation of the Seller to cure or to repurchase (or to
substitute for) any Mortgage Loan



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<PAGE>


as to which a document is missing, a material defect in a document exists or as
to which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such omission, defect or breach available to the Trustee on
behalf of the Certificateholders.

                  (b)(i)   Promptly upon the earlier of discovery by the
                           Servicer or receipt of notice by the Servicer of the
breach of any representation, warranty or covenant of the Servicer set forth in
Section 2.05, which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the Servicer shall cure such breach in
all material respects.

                  (ii)     Notwithstanding the provisions of Section 2.03(b)(i)
above, on the later of (x) the Servicer Remittance Date next following the
earlier of discovery by the Servicer or receipt of notice by the Servicer of the
breach of the covenant made by the Servicer in Section 2.05(viii), which breach
materially and adversely affects the interests of the Holders of the Class P
Certificates to any Prepayment Charge and (y) the Servicer Remittance Date next
following the Prepayment Period relating to such a breach, the Servicer shall
deposit into the Collection Account, as a Servicer Prepayment Charge Payment
Amount, the amount of the waived Prepayment Charge.

                  (c)      Any substitution of Qualified Substitute Mortgage
Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a), in the case
of the Seller, or Section 2.03(b), in the case of the Depositor, must be
effected prior to the date which is two years after the Startup Day for REMIC I.

                  As to any Deleted Mortgage Loan for which the Seller or the
Depositor substitutes a Qualified Substitute Mortgage Loan or Loans, such
substitution shall be effected by the Seller or the Depositor, as the case may
be, delivering to the Trustee (or the Custodian on behalf of the Trustee), for
such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the
Mortgage, the Assignment to the Trustee, and such other documents and
agreements, with all necessary endorsements thereon, as are required by Section
2.01, together with an Officers' Certificate providing that each such Qualified
Substitute Mortgage Loan satisfies the definition thereof and specifying the
Substitution Shortfall Amount (as described below), if any, in connection with
such substitution. The Trustee (or the Custodian on behalf of the Trustee) shall
acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and,
within ten Business Days thereafter, review such documents as specified in
Section 2.02 and deliver to the Depositor, the NIMS Insurer and the Servicer,
with respect to such Qualified Substitute Mortgage Loan or Loans, a
certification substantially in the form attached hereto as Exhibit C-1, with any
applicable exceptions noted thereon. Within one year of the date of
substitution, the Trustee (or the Custodian on behalf of the Trustee) shall
deliver to the Depositor, the NIMS Insurer and the Servicer a certification
substantially in the form of Exhibit C-2 hereto with respect to such Qualified
Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the
month of substitution are not part of REMIC I and shall be retained by the
Depositor or the Seller, as the case may be. For the month of substitution,
distributions to Certificateholders shall reflect the Monthly Payment due on
such Deleted Mortgage Loan on or before the Due Date in the month of
substitution, and the Depositor or the Seller, as the case may be, shall
thereafter be entitled to retain all amounts subsequently received in respect of
such Deleted Mortgage Loan. The Depositor shall give or cause to be given
written notice to the Certificateholders, the



                                       66
<PAGE>


Servicer and the NIMS Insurer that such substitution has taken place, shall
amend the Mortgage Loan Schedule and, if applicable, the Prepayment Charge
Schedule, to reflect the removal of such Deleted Mortgage Loan from the terms of
this Agreement and the substitution of the Qualified Substitute Mortgage Loan or
Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the
Trustee, the Servicer and the NIMS Insurer. Upon such substitution, such
Qualified Substitute Mortgage Loan or Loans shall constitute part of the
Mortgage Pool and shall be subject in all respects to the terms of this
Agreement and, in the case of a substitution effected by the Seller, the
Mortgage Loan Purchase Agreement, including all applicable representations and
warranties thereof.

                  For any month in which the Depositor or the Seller substitutes
one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the Seller or the Trustee shall determine the amount (the "Substitution
Shortfall Amount"), if any, by which the aggregate Purchase Price of all such
Deleted Mortgage Loans exceeds the aggregate of, as to each such Qualified
Substitute Mortgage Loan, the Scheduled Principal Balance thereof as of the date
of substitution, together with one month's interest on such Scheduled Principal
Balance at the applicable Net Mortgage Rate. On the date of such substitution,
the Depositor or the Seller, as the case may be, shall deliver or cause to be
delivered to the Servicer for deposit in the Collection Account an amount equal
to the Substitution Shortfall Amount, if any, and the Trustee, upon receipt of
the related Qualified Substitute Mortgage Loan or Loans and certification by the
Servicer of such deposit, shall cause the Custodian to release to the Depositor
or the Seller, as the case may be, the related Mortgage File or Files and shall
request the Trustee to (and the Trustee (or the Custodian on behalf of the
Trustee) shall) execute and deliver such instruments of transfer or assignment,
in each case without recourse, as the Depositor or the Seller, as the case may
be, shall deliver to it and as shall be necessary to vest therein any Deleted
Mortgage Loan released pursuant hereto.

                  In addition, the Depositor or the Seller, as the case may be,
shall obtain at its own expense and deliver to the Trustee and the NIMS Insurer
an Opinion of Counsel to the effect that such substitution shall not cause (a)
any federal tax to be imposed on any Trust REMIC, including without limitation,
any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of
the Code or on "contributions after the startup date" under Section 860G(d)(1)
of the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time
that any Certificate is outstanding.

                  (d)      Upon discovery by the Depositor, the NIMS Insurer,
the Seller, the Servicer or the Trustee that any Mortgage Loan does not
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, the party discovering such fact shall within two Business Days give
written notice thereof to the other parties. In connection therewith, the Seller
or the Depositor shall repurchase or, subject to the limitations set forth in
Section 2.03(c), substitute one or more Qualified Substitute Mortgage Loans for
the affected Mortgage Loan within 90 days of the earlier of discovery or receipt
of such notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made by the Seller. Any such repurchase or substitution
shall be made in the same manner as set forth in Section 2.03(a). The Trustee
shall reconvey to the Depositor or the Seller, as the case may be, the Mortgage
Loan to



                                       67
<PAGE>


be released pursuant hereto in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty.

                           SECTION 2.04. [Reserved].

                           SECTION 2.05. Representations, Warranties and
                                         Covenants of the Servicer.

                  The Servicer hereby represents, warrants and covenants to the
Trustee, for the benefit of each of the Trustee, the Certificateholders and to
the Depositor that as of the Closing Date or as of such date specifically
provided herein:

                  (i)      The Servicer is a limited partnership duly organized,
         validly existing and in good standing under the laws of the State of
         Delaware and is duly authorized and qualified to transact any and all
         business contemplated by this Agreement to be conducted by the Servicer
         in any state in which a Mortgaged Property is located or is otherwise
         not required under applicable law to effect such qualification and, in
         any event, is in compliance with the doing business laws of any such
         State, to the extent necessary to ensure its ability to enforce each
         Mortgage Loan and to service the Mortgage Loans in accordance with the
         terms of this Agreement;

                  (ii)     The Servicer has the full power and authority to
         service each Mortgage Loan, and to execute, deliver and perform, and to
         enter into and consummate the transactions contemplated by this
         Agreement and has duly authorized by all necessary corporate action on
         the part of the Servicer the execution, delivery and performance of
         this Agreement; and this Agreement, assuming the due authorization,
         execution and delivery thereof by the Depositor and the Trustee,
         constitutes a legal, valid and binding obligation of the Servicer,
         enforceable against the Servicer in accordance with its terms, except
         to the extent that (a) the enforceability thereof may be limited by
         bankruptcy, insolvency, moratorium, receivership and other similar laws
         relating to creditors' rights generally and (b) the remedy of specific
         performance and injunctive and other forms of equitable relief may be
         subject to the equitable defenses and to the discretion of the court
         before which any proceeding therefor may be brought;

                  (iii)    The execution and delivery of this Agreement by the
         Servicer, the servicing of the Mortgage Loans by the Servicer
         hereunder, the consummation of any other of the transactions herein
         contemplated, and the fulfillment of or compliance with the terms
         hereof are in the ordinary course of business of the Servicer and shall
         not (A) result in a breach of any term or provision of the
         organizational documents of the Servicer or (B) conflict with, result
         in a breach, violation or acceleration of, or result in a default
         under, the terms of any other material agreement or instrument to which
         the Servicer is a party or by which it may be bound, or any statute,
         order or regulation applicable to the Servicer of any court, regulatory
         body, administrative agency or governmental body having jurisdiction
         over the Servicer; and the Servicer is not a party to, bound by, or in
         breach or violation of any indenture or other agreement or instrument,
         or subject to or in violation of any statute, order or regulation of
         any court, regulatory body, administrative agency or governmental body
         having jurisdiction over it, which



                                       68
<PAGE>


         materially and adversely affects or, to the Servicer's knowledge, would
         in the future materially and adversely affect, (x) the ability of the
         Servicer to perform its obligations under this Agreement or (y) the
         business, operations, financial condition, properties or assets of the
         Servicer taken as a whole;

                  (iv)     The Servicer is an approved servicer for Fannie Mae
         or Freddie Mac in good standing and is a HUD approved mortgagee
         pursuant to Section 203 and Section 211 of the National Housing Act;

                  (v)      No litigation is pending against the Servicer that
         would materially and adversely affect the execution, delivery or
         enforceability of this Agreement or the ability of the Servicer to
         service the Mortgage Loans or to perform any of its other obligations
         hereunder in accordance with the terms hereof;

                  (vi)     No consent, approval, authorization or order of any
         court or governmental agency or body is required for the execution,
         delivery and performance by the Servicer of, or compliance by the
         Servicer with, this Agreement or the consummation of the transactions
         contemplated by this Agreement, except for such consents, approvals,
         authorizations or orders, if any, that have been obtained prior to the
         Closing Date;

                  (vii)    The Servicer shall furnish, in accordance with the
         Fair Credit Reporting Act and its implementing regulations, accurate
         and complete information (e.g., favorable and unfavorable) on its
         borrower credit files to Equifax, Experian and Trans Union Credit
         Information company or their successors on a monthly basis;

                  (viii)   For Principal Prepayments in full, the Servicer shall
         not waive any Prepayment Charge or part of a Prepayment Charge unless,
         (i) the enforceability thereof shall have been limited by bankruptcy,
         insolvency, moratorium, receivership and other similar laws relating to
         creditors' rights generally, (ii) the collectability thereof shall have
         been limited due to acceleration in connection with a foreclosure or
         other involuntary payment or otherwise limited or prohibited by
         applicable law, (iii) in the Servicer's reasonable judgment as
         described in Section 3.01 hereof, (x) such waiver relates to a default
         or a reasonably foreseeable default, (y) such waiver would maximize
         recovery of total proceeds taking into account the value of such
         Prepayment Charge and related Mortgage Loan and (z) doing so is
         standard and customary in servicing similar Mortgage Loans (including
         any waiver of a Prepayment Charge in connection with a refinancing of a
         Mortgage Loan that is related to a default or a reasonably foreseeable
         default), (iv) the collection of such Prepayment Charge would be
         considered "predatory" pursuant to written guidance published or issued
         by any applicable federal, state or local regulatory authority acting
         in its official capacity and having jurisdiction over such matters or
         (v) the Servicer has not been provided with information sufficient to
         enable it to collect the Prepayment Charge. In no event shall the
         Servicer waive a Prepayment Charge in connection with a refinancing of
         a Mortgage Loan that is not related to a default or a reasonably
         foreseeable default;

                  (ix)     The information set forth in the monthly tape
         provided to the Trustee or any of its Affiliates shall be true and
         correct in all material respects; and



                                       69
<PAGE>


                  (x)      The Servicer shall transmit full-file credit
         reporting data for each Mortgage Loan pursuant to Fannie Mae Guide
         Announcement 95-19 and that for each Mortgage Loan, the Servicer agrees
         it shall report one of the following statuses each month as follows:
         new origination, current, delinquent (30-, 60-, 90-days, etc.),
         foreclosed, or charged-off.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery
of the Mortgage Files to the Trustee or to a Custodian, as the case may be, and
shall inure to the benefit of the Trustee, the Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the NIMS Insurer,
the Servicer or the Trustee of a breach of any of the foregoing representations,
warranties and covenants which materially and adversely affects the value of any
Mortgage Loan, Prepayment Charge or the interests therein of the
Certificateholders, the party discovering such breach shall give prompt written
notice (but in no event later than two Business Days following such discovery)
to the NIMS Insurer and the Trustee. Subject to Section 7.01, the obligation of
the Servicer set forth in Section 2.03(b) to cure breaches (or in the case of
the representations, warranties and covenants set forth in Section 2.05(vii) and
Section 2.05(viii) above, to otherwise remedy such breaches pursuant to Section
2.03(b)) shall constitute the sole remedies against the Servicer available to
the Certificateholders, the Depositor or the Trustee on behalf of the
Certificateholders respecting a breach of the representations, warranties and
covenants contained in this Section 2.05.

                           SECTION 2.06. Issuance of the REMIC I Regular
                                         Interests and the Class R-I Interest.

                  The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it or the Custodian of the Mortgage Files, subject to
the provisions of Section 2.01 and Section 2.02, together with the assignment to
it of all other assets included in REMIC I, the receipt of which is hereby
acknowledged. Concurrently with such assignment and delivery and in exchange
therefor, the Trustee, pursuant to the written request of the Depositor executed
by an officer of the Depositor, has executed, authenticated and delivered to or
upon the order of the Depositor, the Class R-I Interest in authorized
denominations. The interests evidenced by the Class R-I Interest, together with
the REMIC I Regular Interests, constitute the entire beneficial ownership
interest in REMIC I. The rights of the Class R Certificateholders and REMIC II
(as holder of the REMIC I Regular Interests) to receive distributions from the
proceeds of REMIC I in respect of the Class R-I Interest and the REMIC I Regular
Interests, respectively, and all ownership interests evidenced or constituted by
the Class R-I Interest and the REMIC I Regular Interests, shall be as set forth
in this Agreement.

                           SECTION 2.07. Conveyance of the REMIC I Regular
                                         Interests; Acceptance of REMIC II,
                                         REMIC III and REMIC IV by the Trustee.

                  (a)      The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the assets described in the definition of REMIC I for the
benefit of the Holders of the REMIC I Regular Interests (which are
uncertificated) and the Class R Certificates (in respect of the Class R-I
Interest). The Trustee



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acknowledges receipt of the assets described in the definition of REMIC I and
declares that it holds and shall hold the same in trust for the exclusive use
and benefit of the Holders of the REMIC I Regular Interests and the Class R
Certificates (in respect of the Class R-I Interest). The interests evidenced by
the Class R-I Interest, together with the REMIC I Regular Interests, constitute
the entire beneficial ownership interest in REMIC I.

                  (b)      The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the REMIC I Regular Interests (which are uncertificated) and
the Class R Certificates (in respect of the Class R-II Interest). The Trustee
acknowledges receipt of the REMIC I Regular Interests and declares that it holds
and shall hold the same in trust for the exclusive use and benefit of the
Holders of the REMIC II Regular Interests and the Class R Certificates (in
respect of the Class R-II Interest). The interests evidenced by the Class R-II
Interest, together with the REMIC II Regular Interests, constitute the entire
beneficial ownership interest in REMIC II.

                  (c)      The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the REMIC II Regular Interests (which are uncertificated)
for the benefit of the Holders of the REMIC III Regular Interests and the Class
R Certificates (in respect of the Class R-III Interest). The Trustee
acknowledges receipt of the REMIC II Regular Interests and declares that it
holds and shall hold the same in trust for the exclusive use and benefit of the
Holders of the REMIC III Regular Interests and the Class R Certificates (in
respect of the Class R-III Interest). The interests evidenced by the Class R-III
Interest, together with the Regular Certificates (other than the Class CE
Certificates and the Class P Certificates), the Class CE Interest and the Class
P Interest, constitute the entire beneficial ownership interest in REMIC III.

                  (d)      The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the Class CE Interest (which is uncertificated) for the
benefit of the Holders of the Class CE Certificates and the Class R-X
Certificates (in respect of the Class R-IV Interest). The Trustee acknowledges
receipt of the Class CE Interest and declares that it holds and shall hold the
same in trust for the exclusive use and benefit of the Holders of the Class CE
Certificates and the Class R-X Certificates (in respect of the Class R-IV
Interest). The interests evidenced by the Class R-IV Interest and the Class CE
Certificates, constitute the entire beneficial ownership interest in REMIC IV.

                  (e)      The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer, assign, set over and otherwise convey in
trust to the Trustee without recourse all the right, title and interest of the
Depositor in and to the Class P Interest (which is uncertificated) for the
benefit of the Holders of the Class P Certificates and the Class R-X
Certificates (in respect of the Class R-V Interest). The Trustee acknowledges
receipt of the Class P Interest and declares that it holds and shall hold the
same in trust for the exclusive use and benefit of the Holders of the Class P
Certificates and the Class R-X Certificates (in respect of the Class R-V
Interest). The interests evidenced by the Class R-V Interest, together with the
Class P Certificates, constitute the entire beneficial ownership interest in
REMIC V.



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<PAGE>


                           SECTION 2.08. Issuance of Class R Certificates and
                                         Class R-X Certificates.

                  (a)      The Trustee acknowledges the assignment to it of the
REMIC I Regular Interests and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Depositor executed by an officer of the
Depositor, the Trustee has executed, authenticated and delivered to or upon the
order of the Depositor, the Class R Certificates in authorized denominations.
The interests evidenced by the Class R Certificates, together with the REMIC I
Regular Interests, the REMIC II Regular Interests, the REMIC III Regular
Interests, the Class CE Interest and the Class P Interest, constitute the entire
beneficial ownership interest in REMIC I, REMIC II and REMIC III.

                  (b)      The Trustee acknowledges the assignment to it of the
Class CE Interest and the Class P Interest and, concurrently therewith and in
exchange therefor, pursuant to the written request of the Depositor executed by
an officer of the Depositor, the Trustee has executed, authenticated and
delivered to or upon the order of the Depositor, the Class R-X Certificates in
authorized denominations. The interests evidenced by the Class R-X Certificates,
together with the Class CE Certificates and the Class P Certificates constitute
the entire beneficial ownership interest in REMIC IV and REMIC V.



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                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

                           SECTION 3.01. Servicer to Act as Servicer.

                  The Servicer shall service and administer the Mortgage Loans
on behalf of the Trustee and in the best interests of and for the benefit of the
Certificateholders (as determined by the Servicer in its reasonable judgment) in
accordance with (i) the terms of the respective Mortgage Loans and any insurance
policies related thereto, (ii) all Applicable Regulations and (iii) the terms of
this Agreement, giving due consideration to customary and usual standards of
practice of prudent mortgage lenders and loan servicers administering similar
mortgage loans but without regard to:

                  (i)      any relationship that the Servicer, any Sub-Servicer
         or any Affiliate of the Servicer or any Sub-Servicer may have with the
         related Mortgagor;

                  (ii)     the ownership of any Certificate by the Servicer or
         any Affiliate of the Servicer;

                  (iii)    the Servicer's obligation to make Advances or
         Servicing Advances; or

                  (iv)     the Servicer's or any Sub-Servicer's right to receive
         compensation for its services hereunder or with respect to any
         particular transaction (the "Servicing Standard").

                  To the extent consistent with the foregoing the Servicer shall
also seek to maximize the timely and complete recovery of principal and interest
on the Mortgage Notes related to the Mortgage Loans. Subject only to the
above-described servicing standards and the terms of this Agreement and of the
respective Mortgage Loans, the Servicer shall have full power and authority,
acting alone or through Sub-Servicers as provided in Section 6.06, to do or
cause to be done any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Servicer in its own name or in the name of a
Sub-Servicer is hereby authorized and empowered by the Trustee and shall be
responsible for, in each case, to the extent provided for under this Agreement
and in accordance with the servicing standards set forth above, (i) to execute
and deliver, on behalf of the Certificateholders and the Trustee, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, or of forbearance, or of modification and all other comparable
instruments, with respect to the Mortgage Loans and the Mortgaged Properties,
(ii) to institute foreclosure proceedings or obtain a deed-in-lieu of
foreclosure to convert the ownership of such properties, and to hold or cause to
be held title to such properties, in the name of the Trust Fund, on behalf of
the Trustee and the Certificateholders, (iii) to market, sell and transfer title
of REO Properties held in the name of the Trust Fund to third party purchasers
upon terms and conditions the Servicer deems reasonable under the Servicing
Standard, (iv) to bring or respond to civil actions or complaints (in its own
name or that of the Trust Fund or the Trustee on behalf of the Trust Fund)
related to any Mortgage Loan, Mortgaged Property or REO Property held by the
Trust Fund and (v) to execute



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<PAGE>


any other document necessary or appropriate to enable the Servicer to carry out
its servicing and administrative duties hereunder consistent with the Servicing
Standard.

                  At the written request of the Servicer, the Trustee shall
execute and furnish to the Servicer such documents as are necessary or
appropriate to enable the Servicer to carry out its servicing and administrative
duties hereunder. By execution of this Agreement, the Trustee, on behalf of the
Trust Fund, hereby grants to the Servicer a power of attorney in the form of
Exhibit I hereto, to execute any and all documents necessary to carry out any
and all servicing duties described in this Agreement (including the taking of
and transferring title of REO Properties to third parties held in the name of
the Trustee for the benefit of the Trust) and expressly confirms that this
paragraph along with the face page and a copy of the signature page (duly
executed) to this Agreement shall constitute the power of attorney for
evidentiary and/or recording purposes. The Trustee shall not be liable for the
actions of the Servicer or any Sub-Servicers under such powers of attorney.

                  Consistent with the terms of this Agreement, the Servicer may
waive, modify or vary any term of any Mortgage Loan or consent to the
postponement of strict compliance with any such term or in any manner grant
indulgence to any Mortgagor if such waiver, modification, postponement or
indulgence is in conformity with the Servicing Standard; provided, however,
that:

                  (A)      the Servicer shall not make future advances (except
         as provided in Section 4.03);

                  (B)      the Servicer shall not permit any modification with
         respect to any Mortgage Loan that would change the Mortgage Rate, defer
         or forgive the payment of any principal or interest payments, reduce
         the outstanding Stated Principal Balance (except for reductions
         resulting from actual payments of principal) or extend the final
         maturity date on such Mortgage Loan (unless as provided in Section
         3.02, (i) the Mortgagor is in default with respect to the Mortgage Loan
         or (ii) such default is, in the judgment of the Servicer, reasonably
         foreseeable); and

                  (C)      the Servicer shall not consent to (i) partial
         releases of Mortgages, (ii) alterations, (iii) removal, demolition or
         division of properties subject to Mortgages, (iv) modification or (v)
         second mortgage subordination agreements with respect to any Mortgage
         Loan that would: (i) affect adversely the status of any Trust REMIC as
         a REMIC,(ii) cause any Trust REMIC to be subject to a tax on
         "prohibited transactions" or "contributions" pursuant to the REMIC
         Provisions, or (iii) both (x) effect an exchange or reissuance of such
         Mortgage Loan under Section 1001 of the Code (or Treasury regulations
         promulgated thereunder) and (y) cause any Trust REMIC constituting part
         of the Trust Fund to fail to qualify as a REMIC under the Code or the
         imposition of any tax on "prohibited transactions" or "contributions"
         after the Startup Day under the REMIC Provisions.

                  The Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Servicer
from the responsibilities or liabilities



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arising under this Agreement. All references to Servicer in this Agreement shall
be deemed to include any Sub-Servicer duly appointed by the Servicer pursuant to
this Agreement.

                           SECTION 3.02. Collection of Certain Mortgage Loan
                                         Payments.

                  The Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any applicable insurance policies, follow such
collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Consistent with
the foregoing, the Servicer may in its discretion (i) waive any late payment
charge or, if applicable, penalty interest, (ii) waive any provisions of any
Mortgage Loan requiring the related Mortgagor to submit to mandatory arbitration
with respect to disputes arising thereunder or (iii) extend the due dates for
the Monthly Payments due on a Mortgage Note for a period of not greater than 180
days; provided that any extension pursuant to clause (iii) above shall not
affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder. In connection with any such modification, the Servicer
may reimburse itself for any unpaid Advances with respect to such modificed
Mortgage Loan at the time of such modification, in accordance with Section
3.05(a) of this Agreement. The NIMS Insurer's prior written consent shall be
required for any modification, waiver or amendment if the aggregate number of
outstanding Mortgage Loans which have been modified, waived or amended exceeds
5% of the number of Mortgage Loans as of the Cut-off Date. In the event of any
such arrangement pursuant to clause (iii) above, the Servicer shall make timely
advances on such Mortgage Loan during such extension pursuant to Section 4.03
and in accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements.

                  Notwithstanding the foregoing, in the event that any Mortgage
Loan is in default or, in the judgment of the Servicer, such default is
reasonably foreseeable, the Servicer, consistent with the Servicing Standard,
may also waive, modify or vary any term of such Mortgage Loan (including
modifications that would change the Mortgage Rate, forgive the payment of
principal or interest or extend the final maturity date of such Mortgage Loan),
accept payment from the related Mortgagor of an amount less than the Stated
Principal Balance in final satisfaction of such Mortgage Loan, or consent to the
postponement of strict compliance with any such term or otherwise grant
indulgence to any Mortgagor (any and all such waivers, modifications, variances,
forgiveness of principal or interest, postponements, or indulgences collectively
referred to herein as "forbearance"). The Servicer's analysis supporting any
forbearance and the conclusion that any forbearance meets the standards of
Section 3.01 shall be reflected in writing in the Mortgage File.

                  In the event that a shortfall in any collection on or
liability with respect to any Mortgage Loan results from or is attributable to
adjustments to Mortgage Rates, Monthly Payments or Stated Principal Balances
that were made by the Servicer in a manner not consistent with the terms of the
related Mortgage Note and this Agreement, the Servicer, upon discovery or
receipt of notice thereof, immediately shall deliver to the Trustee for deposit
in the Distribution Account from its own funds the amount of any such shortfall
and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor
and any successor Servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement.



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                           SECTION 3.03. [Reserved].

                           SECTION 3.04. Collection Account, Escrow Account and
                                         Distribution Account.

                  (a)      COLLECTION ACCOUNT. On behalf of the Trust Fund, the
Servicer shall segregate and hold all funds collected and received pursuant to
each Mortgage Loan separate and apart from any of its own funds and general
assets and shall establish and maintain in the name of the Trustee one or more
accounts (such account or accounts, the "Collection Account") in accordance with
this Section 3.04, held in trust for the benefit of the Trustee and the
Certificateholders. The Trustee shall not be responsible for reconciling the
Collection Account.

                  (b)      DEPOSITS TO THE COLLECTION ACCOUNT. On behalf of the
Trust Fund, the Servicer shall deposit in the Collection Account, in no event
more than two Business Days after the Servicer's receipt thereof, the following
payments and collections received or made by it subsequent to the Cut-off Date
with respect to the Mortgage Loans or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a
Due Period subsequent thereto:

                  (i)      all payments on account of principal, including
         Principal Prepayments, on the Mortgage Loans and REO Properties;

                  (ii)     all payments on account of interest (excluding
         Prepayment Interest Excess collected on any Mortgage Loan during the
         related Prepayment Period) on the Mortgage Loans and REO Properties
         adjusted to the Net Mortgage Rate;

                  (iii)    all Insurance Proceeds and Liquidation Proceeds
         (other than proceeds to be held in the Escrow Account and applied to
         the restoration or repair of the Mortgaged Property or released to the
         Mortgagor in accordance with the Servicing Standard), Subsequent
         Recoveries and any amounts received in respect of the rental of any REO
         Property prior to REO Disposition;

                  (iv)     all proceeds related to the purchase, substitution or
         repurchase of any Mortgage Loan or REO Property in accordance with
         Section 2.03;

                  (v)      any amounts required to be deposited by the Servicer
         pursuant to Section 3.09 in connection with the deductible clause in
         any blanket hazard insurance policy, such deposit being made from the
         Servicer's own funds, without reimbursement therefor;

                  (vi)     any amounts required to be deposited by the Servicer
         pursuant to Section 3.06 in connection with any losses realized on
         Permitted Investments with respect to funds held in the Collection
         Account;

                  (vii)    all amounts required to be deposited in connection
         with shortfalls in principal amount of Qualified Substitute Mortgage
         Loans pursuant to Section 2.03 (for purposes of this clause (vii), the
         Cut-off Date with respect to any Qualified Substitute Mortgage Loan
         shall be deemed to be the date of substitution);



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<PAGE>


                  (viii)   any amounts required to be deposited by the Servicer
         pursuant to Section 4.03(b); and

                  (ix)     all Prepayment Charges collected by the Servicer, all
         Prepayment Charges payable by the Servicer pursuant to Section 2.03(b).

                  The foregoing requirements for deposit to the Collection
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of Prepayment
Interest Excess, late payment charges, assumption fees, insufficient funds
charges, modification fees and other ancillary fees (but not Prepayment Charges)
need not be deposited by the Servicer in the Collection Account and shall upon
collection, belong to the Servicer as additional compensation for its servicing
activities. In the event the Servicer shall deposit in the Collection Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Collection Account, any provision herein to the contrary
notwithstanding.

                  (c)      ESCROW ACCOUNT. The Servicer shall segregate and hold
all funds collected and received pursuant to each Mortgage Loan which constitute
Escrow Payments separate and apart from any of its own funds and general assets
and shall establish and maintain in the name of the Trustee one or more accounts
(such account or accounts, the "Escrow Account") held in trust for the benefit
of the Certificateholders and the Trustee.

                  (d)      DEPOSITS TO THE ESCROW ACCOUNT. The Servicer shall
deposit or cause to be deposited in the clearing account (which account must be
an Eligible Account) in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Servicer's
receipt thereof, and shall thereafter deposit in the Escrow Account, in no event
more than two Business Days after the deposit of such funds into the clearing
account, as and when received or as otherwise required hereunder, and retain
therein:

                  (i)      all Escrow Payments collected on account of the
         Mortgage Loans, for the purpose of effecting timely payment of any such
         items as required under the terms of this Agreement; and

                  (ii)     all Insurance Proceeds which are to be applied to the
         restoration or repair of any Mortgaged Property.

                  (e)      DISTRIBUTION ACCOUNT. On behalf of the Trust Fund,
the Trustee shall segregate and hold all funds collected and received pursuant
to this Agreement separate and apart from any of its own funds and general
assets and shall establish and maintain in the name of the Trustee one or more
segregated accounts (such account or accounts, the "Distribution Account"), held
in trust for the benefit of the Certificateholders.

                  (f)      TRUSTEE DEPOSITS TO THE DISTRIBUTION ACCOUNT. Upon
receipt, the Trustee shall deposit or cause to be deposited into the
Distribution Account all payments of any nature received from the Servicer in
accordance with this Agreement. The Trustee shall deposit in the Distribution
Account any amounts required to be deposited pursuant to Section 3.06 in



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connection with losses realized on Permitted Investments with respect to funds
held in the Distribution Account.

                  (g)      SERVICER TRANSFER OF FUNDS TO THE DISTRIBUTION
ACCOUNT. On behalf of the Trust Fund, the Servicer shall deliver to the Trustee
in immediately available funds for deposit in the Distribution Account by 1:00
p.m. (New York time) on the Servicer Remittance Date, (i) that portion of
Available Funds (calculated without regard to the references in clause (2) of
the definition thereof to amounts that may be withdrawn from the Distribution
Account) for the related Distribution Date then on deposit in the Collection
Account, (ii) without duplication, the amount of all Prepayment Charges
collected by the Servicer, all Prepayment Charges payable by the Servicer
pursuant to Section 2.03(b)(ii) (to the extent not related to Principal
Prepayments occurring after the related Prepayment Period) and (iii) any amounts
reimbursable to an Advancing Person pursuant to Section 3.23 and the terms of
the related Advance Facility.

                  In addition, the Servicer shall deliver to the Trustee from
time to time as required by this Agreement, for deposit and the Trustee shall so
deposit, in the Distribution Account:

                  (i)      any Advances, as required pursuant to Section 4.03;

                  (ii)     any amounts required to be deposited pursuant to
         Section 3.13 in connection with any REO Property;

                  (iii)    any amounts to be paid in connection with a purchase
         of Mortgage Loans and REO Properties pursuant to Section 3.16 and
         Section 9.01;

                  (iv)     any Compensating Interest as required pursuant to
         Section 4.03(e);

                  (v)      [reserved];

                  (vi)     any amounts required to be paid by the Servicer
         pursuant to Section 3.06 in connection with any losses realized on
         Permitted Investments with respect to funds held in the Collection
         Account; and

                  (vii)    any amounts required to be paid to the Trustee from
         the assets of the Trust Fund on deposit in the Collection Account
         pursuant to this Agreement, including but not limited to amounts
         required to be paid to the Trustee pursuant to Section 7.02 and Section
         8.05.

                  Funds held in the Collection Account pursuant to Section
3.04(b) may at any time be delivered by the Servicer to the Trustee for deposit
into the Distribution Account and for all purposes of this Agreement shall be
deemed to be a part of the Collection Account until the Business Day prior to
the Distribution Date; provided, however, that the Trustee shall have the sole
authority to withdraw any funds held pursuant to this paragraph. In the event
the Servicer shall deliver to the Trustee for deposit in the Distribution
Account any amount not required to be deposited therein, it may at any time
request that the Trustee withdraw such amount from the Distribution Account and
remit to it any such amount, any provision herein to the contrary
notwithstanding.



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<PAGE>


                  (h)      Investment of Account Funds. Funds on deposit in the
Collection Account, the Distribution Account, any REO Account and any Escrow
Account may be invested in Permitted Investments in accordance with the
provisions set forth in Section 3.06. Any investment earnings or interest paid
on funds deposited in the Collection Account, any REO Account and any Escrow
Account (subject to Section 3.05(b)) shall accrue to the benefit of the
Servicer. Any investment earnings or interest paid on funds deposited in the
Distribution Account (subject to Section 3.05(c)) from the Servicer Remittance
Date to the Business Day prior to the Distribution Date, shall accrue to the
benefit of the Servicer. Any amounts in such Distribution Account earned for the
benefit of the Servicer shall be remitted by the Trustee to the Servicer not
later than the third Business Day of the month immediately succeeding the month
in which such amounts were earned. Any investment earnings or interest paid on
funds deposited in the Distribution Account (subject to Section 3.05(c)) from
the Business Day prior to the Distribution Date to the Distribution Date, shall
accrue to the benefit of the Trustee.

                  Funds on deposit in the Net WAC Rate Carryover Reserve Account
may be invested in Permitted Investments in accordance with Section 3.06,
subject to any limitations set forth in Section 4.10 (with respect to the Net
WAC Rate Carryover Reserve Account) and any investment earnings or interest paid
shall accrue to the benefit of the party designated in such section and the
party so designated shall deposit in the related account from its own funds the
amount of any loss incurred on Permitted Investments in such account.


                  (i)      CREATION, LOCATION AND SUBSEQUENT TRANSFERS OF
ACCOUNTS. Each account created pursuant to this Agreement must be an Eligible
Account. On or prior to the Closing Date, the Servicer and the Trustee shall
give notice, to each other, the NIMS Insurer and the Depositor of the location
of any account created by it pursuant to this Agreement. From time to time, the
Servicer and the Trustee may each transfer any account created by it to a
different depository institution provided that upon such transfer the written
notice is provided to all other parties listed in the preceding sentence.

                  (j)      In order to comply with its duties under the U.S.A.
Patriot Act of 2001, the Trustee shall obtain and verify certain information and
documentation from the owners of the accounts that the Trustee establishes
pursuant to this Agreement including, but not limited to, each account owner's
name, address, and other identifying information.

                           SECTION 3.05. Permitted Withdrawals From the
                                         Collection Account, Escrow Account and
                                         Distribution Account.

                  (a)      COLLECTION ACCOUNT. The Servicer may, from time to
time, withdraw from the Collection Account for the following purposes or as
described in Section 4.03:

                  (i)      to remit to the Trustee for deposit in the
         Distribution Account the amounts required to be so remitted pursuant to
         Section 3.04(g) or permitted to be so remitted pursuant to the last
         paragraph of Section 3.04(g);

                  (ii)     subject to Section 3.12(c), to reimburse itself for
         (a) any unpaid Servicing Fees, (b) any unreimbursed Servicing Advances
         and (c) any unreimbursed Advances, the



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<PAGE>


         Servicer's right to reimburse itself pursuant to this subclause (ii)
         being limited to any Late Collections, Liquidation Proceeds, Subsequent
         Recoveries and Insurance Proceeds received on the related Mortgage Loan
         and any amounts received in respect of the rental of the related REO
         Property prior to an REO Disposition that represent payments of
         principal and/or interest respecting which any such advance was made;

                  (iii)    to reimburse itself for (a) any unpaid Servicing Fees
         to the extent not recoverable under Section 3.05(a)(ii), (b) any unpaid
         Advances or Servicing Advances that have been deemed Nonrecoverable
         Advances or Nonrecoverable Servicing Advances and (c) to reimburse
         itself for any Advances previously made from amounts held from time to
         time in the Collection Account that are not then required to be
         distributed, including upaid Advances on Mortgages Loans modified
         pursuant to Section 3.02 where (x) such Advance is added to the unpaid
         Stated Principal Balance of such Mortgage Loan or (y) a portion of the
         unpaid Stated Principal Balance of such Mortgage Loan has been forgiven
         (provided that such amounts must be deposited into the Collection
         Account prior to the next Distribution Date);

                  (iv)     to pay to itself any Prepayment Interest Excess to
         the extent not otherwise retained;

                  (v)      to reimburse itself for any amounts paid pursuant to
         Section 3.12(b) (and not otherwise previously reimbursed);

                  (vi)     to pay to itself as servicing compensation any
         interest earned on funds in the Collection Account;

                  (vii)    subject to Section 4.03(b), to reimburse the Servicer
         in respect of any unreimbursed Advances to the extent of funds held in
         the Collection Account for future distribution that were not included
         in Available Funds for the preceding Distribution Date (provided that
         such amounts must be deposited into the Collection Account prior to the
         next Distribution Date);

                  (viii)   to reimburse the Servicer or the Depositor for
         expenses incurred by or reimbursable to the Servicer or the Depositor,
         as the case may be, pursuant to Section 6.03;

                  (ix)     to remit to the Trustee any amounts that the Trustee
         is permitted to be paid or reimbursed from the assets of the Trust Fund
         pursuant to the terms of this Agreement, including the terms of Section
         7.02(a) and Section 8.05;

                  (x)      to reimburse the NIMS Insurer, the Servicer (if the
         Servicer is not an Affiliate of the Seller) or the Trustee, as the case
         may be, for enforcement expenses reasonably incurred in respect of the
         breach or defect giving rise to the purchase obligation under Section
         2.03 that were included in the Purchase Price of the Mortgage Loan,
         including any expenses arising out of the enforcement of the purchase
         obligation;



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<PAGE>


                  (xi)     to pay to the Servicer, the Depositor or the Seller,
         as the case may be, with respect to each Mortgage Loan that has
         previously been purchased or replaced pursuant to Section 2.03 or
         Section 3.16(a) all amounts received thereon subsequent to the date of
         purchase or substitution, as the case may be;

                  (xii)    to transfer funds in the Collection Account
         maintained at a particular depository to the Collection Account
         maintained at a different depository, pursuant to Section 3.04(i); and

                  (xiii)   to clear and terminate the Collection Account upon
         the termination of this Agreement.

                  The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.

                  The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (vii), (viii) and (xi)
above. The Servicer shall provide written notification to the Trustee and the
NIMS Insurer on or prior to the next succeeding Servicer Reporting Date, upon
making any withdrawals from the Collection Account pursuant to subclause (viii)
above.

                  (b)      ESCROW ACCOUNT. The Servicer may, from time to time,
withdraw from the Escrow Account for the following purposes:

                  (i)      to effect payments of ground rents, taxes,
         assessments, water rates, hazard insurance premiums and comparable
         items;

                  (ii)     to reimburse the Servicer for any Servicing Advance
         made by the Servicer with respect to a related Mortgage Loan but only
         from amounts received on the related Mortgage Loan which represent late
         payments or Late Collections of Escrow Payments thereunder;

                  (iii)    to refund to the Mortgagor any funds as may be
         determined to be overages;

                  (iv)     for transfer to the Collection Account in accordance
         with the terms of this Agreement;

                  (v)      for application to restoration or repair of the
         Mortgaged Property;

                  (vi)     to pay to the Servicer, or to the Mortgagor to the
         extent required by the related Mortgage Loan or Applicable Regulations,
         any interest paid on the funds deposited in the Escrow Account;



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                  (vii)    to clear and terminate the Escrow Account on the
         termination of this Agreement; and

                  (viii)   to transfer to the Collection Account any Insurance
         Proceeds.

                  In the event the Servicer shall deposit in an Escrow Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from such Escrow Account, any provision herein to the contrary
notwithstanding. As part of its servicing duties, the Servicer shall pay to the
Mortgagor interest on funds in the Escrow Account, to the extent required by the
related Mortgage Loan or Applicable Regulations, and to the extent that interest
earned on funds in the Escrow Account is insufficient, shall pay such interest
from its own funds, without any reimbursement therefor. The Servicer may pay to
itself any excess interest on funds in the Escrow Account, to the extent such
action is in conformity with the Servicing Standard, is permitted by law and
such amounts are not required to be paid to Mortgagors or used for any of the
other purposes set forth above.

                  (c)      DISTRIBUTION ACCOUNT. The Trustee shall, from time to
time, make withdrawals from the Distribution Account, for any of the following
purposes:

                  (i)      to make distributions to the Swap Account in
         accordance with Section 4.09;

                  (ii)     to make distributions to Certificateholders in
         accordance with Section 4.01;

                  (iii)    to pay to itself and the Custodian amounts to which
         either is entitled pursuant to Section 8.05;

                  (iv)     to pay itself or the Servicer any interest income
         earned on funds deposited in the Distribution Account pursuant to
         Section 3.06;

                  (v)      to reimburse itself pursuant to Section 7.01 and
         Section 7.02(b);

                  (vi)     to pay any amounts in respect of taxes pursuant to
         Section 10.01(g)(iii); and

                  (vii)    to clear and terminate the Distribution Account
         pursuant to Section 9.01.

                           SECTION 3.06. Investment of Funds in the Collection
                                         Account, the Escrow Account, the REO
                                         Account and the Distribution Account.

                  (a)      The Servicer may direct any depository institution
maintaining the Collection Account, the Escrow Account (subject to Section
3.05(b)) the Distribution Account (for the period beginning on the Servicer
Remittance Date, to but not including the Business Day immediately preceding the
related Distribution Date) and the REO Account and the Trustee may direct any
depository institution maintaining the Distribution Account (for the period
beginning on the Business Day immediately preceding the Distribution Date, to
but not including the



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Distribution Date) (for purposes of this Section 3.06, each an "Investment
Account"), to invest the funds in such Investment Account in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the date on which such funds are required to be withdrawn from such
account pursuant to this Agreement, if a Person other than the Trustee is the
obligor thereon, and (ii) no later than the date on which such funds are
required to be withdrawn from such Investment Account pursuant to this
Agreement, if the Trustee is the obligor thereon. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in
an Investment Account shall be made in the name of the Trustee (in its capacity
as such) or in the name of a nominee of the Trustee. The Trustee shall be
entitled to sole possession (except with respect to investment direction of
funds held in the Collection Account, the Escrow Account, and the REO Account)
over each such investment and (except with respect to the income on funds held
in the Collection Account, the Escrow Account and the REO Account) the income
thereon, and any certificate or other instrument evidencing any such investment
shall be delivered directly to the Trustee or its agent, together with any
document of transfer necessary to transfer title to such investment to the
Trustee or its nominee. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the
Trustee shall:

                  (i)      consistent with any notice required to be given
         thereunder, demand that payment thereon be made on the last day such
         Permitted Investment may otherwise mature hereunder in an amount equal
         to the lesser of (1) all amounts then payable thereunder and (2) the
         amount required to be withdrawn on such date; and

                  (ii)     demand payment of all amounts due thereunder promptly
         upon determination by a Responsible Officer of the Trustee that such
         Permitted Investment would not constitute a Permitted Investment in
         respect of funds thereafter on deposit in the Investment Account.

                  (b)      All income in the nature of interest from the
investment of funds in the Escrow Account (subject to Section 3.05(b)) and the
REO Account shall be for the benefit of the Servicer as compensation for the
Servicer's services pursuant to this Agreement. The Servicer shall deposit in
the Collection Account, the Escrow Account, and the REO Account, as applicable,
from its own funds the amount of any loss incurred in respect of any such
Permitted Investment made with funds in such account immediately upon
realization of such loss.

                  (c)      All income and gain net of any losses realized from
amounts on deposit in the Distribution Account shall be for the benefit of (i)
the Servicer to the extent such income and gain (net of any losses) relates to
the period from the Servicer Remittance Date to but not including the Business
Day immediately preceding the related Distribution Date and (ii) the Trustee to
the extent such income and gain (net of any losses) relates to any other period.
Any amounts in such Distribution Account earned for the benefit of the Servicer
shall be remitted by the Trustee to the Servicer not later than the third
Business Day of the month immediately succeeding the month in which such amounts
were earned. The amount of any losses incurred in the Distribution Account in
respect of any such investments shall be deposited by the Trustee in the
Distibution Account out of the Trustee's own funds immediately as realized;
provided that the Trustee shall be reimbursed by the Servicer for any such
losses which relate to the period



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from the Servicer Remittance Date to but not including the Business Day
immediately preceding the related Distribution Date.

                  (d)      Except as otherwise expressly provided in this
Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required
under any Permitted Investment, the Trustee may and, subject to Section 8.01 and
Section 8.02(a)(v), upon the request of the NIMS Insurer or the Holders of
Certificates representing more than 50% of the Voting Rights allocated to any
Class of Certificates, shall take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings.

                           SECTION 3.07. Payment of Taxes, Insurance and Other
                                         Charges.

                  With respect to each first lien Mortgage Loan, the Servicer
shall maintain accurate records reflecting the status of ground rents, taxes,
assessments, water rates and other charges which are or may become a lien upon
the Mortgaged Property and the status of fire and hazard insurance coverage and,
as to those Mortgage Loans subject to a voluntary escrow agreement, shall
obtain, from time to time, all bills for the payment of such charges (including
renewal premiums) and shall effect payment thereof prior to the applicable
penalty or termination date and at a time appropriate for securing maximum
discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Servicer
in amounts sufficient for such purposes, as allowed under the terms of the
Mortgage or Applicable Regulations. The Servicer assumes full responsibility for
the timely payment of all such bills and shall effect timely payments of all
such bills irrespective of the Mortgagor's faithful performance in the payment
of same or the making of the Escrow Payments and shall make Servicing Advances
from its own funds to effect such payments.

                  To the extent that a Mortgage does not provide for Escrow
Payments, the Servicer (i) shall determine whether any such payments are made by
the Mortgagor in a manner and at a time that is necessary to avoid the loss of
the Mortgaged Property due to a tax sale or the foreclosure as a result of a tax
lien and (ii) shall ensure that all insurance required to be maintained on the
Mortgaged Property pursuant to this Agreement is maintained. If any such payment
has not been made and the Servicer receives notice of a tax lien with respect to
the Mortgage Loan being imposed, the Servicer will, to the extent required to
avoid loss of the Mortgaged Property, advance or cause to be advanced funds
necessary to discharge such lien on the Mortgaged Property.



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                           SECTION 3.08. Maintenance of Hazard Insurance.

                  The Servicer shall cause to be maintained for each Mortgage
Loan fire insurance with extended coverage on the related Mortgaged Property in
an amount which is at least equal to the least of (i) the current Stated
Principal Balance of such Mortgage Loan, (ii) the amount necessary to fully
compensate for any damage or loss to the improvements that are a part of such
property on a replacement cost basis and (iii) the maximum insurable value of
the improvements which are a part of such Mortgaged Property, in each case in an
amount not less than such amount as is necessary to avoid the application of any
coinsurance clause contained in the related hazard insurance policy. The
Servicer shall also cause to be maintained fire insurance with extended coverage
on each REO Property in an amount which is at least equal to the lesser of (i)
the maximum insurable value of the improvements which are a part of such
property and (ii) the outstanding Stated Principal Balance of the related
Mortgage Loan, plus accrued interest at the Mortgage Rate and related Servicing
Advances (each measured at the time it became an REO Property). The Servicer
shall comply in the performance of this Agreement with all reasonable rules and
requirements of each insurer under any such hazard policies. Any amounts to be
collected by the Servicer under any such policies (other than amounts to be
applied to the restoration or repair of the property subject to the related
Mortgage or amounts to be released to the Mortgagor in accordance with the
procedures that the Servicer would follow in servicing loans held for its own
account, subject to the terms and conditions of the related Mortgage and
Mortgage Note) shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 3.05, if received in respect of a Mortgage Loan,
or in the REO Account, subject to withdrawal pursuant to Section 3.13, if
received in respect of an REO Property. Any cost incurred by the Servicer in
maintaining any such insurance shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid Stated Principal
Balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor other than pursuant to
such applicable laws and regulations as shall at any time be in force and as
shall require such additional insurance. If the Mortgaged Property or REO
Property is at any time in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards, the
Servicer shall cause to be maintained a flood insurance policy in respect
thereof. Such flood insurance shall be in an amount equal to the lesser of (i)
the unpaid Stated Principal Balance of the related Mortgage Loan, (ii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program (assuming that the area in which such
Mortgaged Property is located is participating in such program) and (iii) the
maximum insurable value of the improvements which are part of the related
Mortgaged Property.

                           SECTION 3.09. Maintenance of Mortgage Blanket
                                         Insurance.

                  In the event that the Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of B:VI or better
in Best's Key Rating Guide (or such other rating that is comparable to such
rating) insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first two sentences of Section 3.08, it being understood and agreed that such
policy may contain a deductible clause, in which case the Servicer shall, in the
event that there shall not have



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<PAGE>


been maintained on the related Mortgaged Property or REO Property a policy
complying with the first two sentences of Section 3.08, and there shall have
been one or more losses which would have been covered by such policy, deposit to
the Collection Account from its own funds the amount not otherwise payable under
the blanket policy because of such deductible clause. In connection with its
activities as administrator and servicer of the Mortgage Loans, the Servicer
agrees to prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy.

                           SECTION 3.10. Fidelity Bond; Errors and Omissions
                                        Insurance.

                  The Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and omissions for
failure in the performance of the Servicer's obligations under this Agreement,
which policy or policies shall be in such form and amount that would meet the
requirements of Fannie Mae or Freddie Mac if it were the purchaser of the
Mortgage Loans, unless the Servicer has obtained a waiver of such requirements
from Fannie Mae or Freddie Mac. The Servicer shall also maintain a fidelity bond
in the form and amount that would meet the requirements of Fannie Mae or Freddie
Mac, unless the Servicer has obtained a waiver of such requirements from Fannie
Mae or Freddie Mac. Upon reasonable request, the Servicer shall provide the
Trustee and the NIMS Insurer with copies of any such insurance policies and
fidelity bond. The Servicer shall be deemed to have complied with this provision
if an Affiliate of the Servicer has such errors and omissions and fidelity bond
coverage and, by the terms of such insurance policy or fidelity bond, the
coverage afforded thereunder extends to the Servicer. Any such errors and
omissions policy and fidelity bond shall by its terms not be cancelable without
thirty days' prior written notice to the Trustee. The Servicer shall also cause
each Sub-Servicer to maintain a policy of insurance covering errors and
omissions and a fidelity bond which would meet such requirements.

                           SECTION 3.11. Enforcement of Due-On-Sale Clauses;
                                         Assumption Agreements.

                  The Servicer shall, to the extent it has knowledge of any
conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor
(whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains or is to remain liable under the Mortgage Note and/or the
Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan
under the "due-on-sale" clause, if any, applicable thereto; provided, however,
that the Servicer shall not exercise any such rights if prohibited by law from
doing so. If the Servicer reasonably believes it is unable under applicable law
to enforce such "due-on-sale" clause, or if any of the other conditions set
forth in the proviso to the preceding sentence apply, the Servicer is authorized
to enter into an assumption and modification agreement from or with the person
to whom such property has been conveyed or is proposed to be conveyed, pursuant
to which such person becomes liable under the Mortgage Note and, to the extent
permitted by applicable state law, the Mortgagor remains liable thereon. The
Servicer is also authorized to enter into a substitution of liability agreement
with such person, pursuant to which the original Mortgagor is released from
liability and such person is substituted as the Mortgagor and becomes liable
under the Mortgage Note. In connection with any assumption or substitution, the
Servicer shall follow such practices and procedures as shall be normal and usual
in its general mortgage servicing activities and as it applies to other mortgage
loans serviced



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<PAGE>


solely by it. Any fee collected by the Servicer in respect of an assumption or
substitution of liability agreement shall be retained by the Servicer as
additional servicing compensation. In connection with any such assumption, no
material term of the Mortgage Note (including but not limited to the related
Mortgage Rate and the amount of the Monthly Payment) may be amended or modified,
except as otherwise required pursuant to the terms thereof or otherwise
permitted under Section 3.01. The Servicer shall notify the Trustee and any
respective Custodian that any such substitution or assumption agreement has been
completed by forwarding to the Trustee or to such Custodian, as the case may be,
the executed original of such substitution or assumption agreement, which
document shall be added to the related Mortgage File and shall, for all
purposes, be considered a part of such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof.

                  Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Servicer may be restricted by law from preventing, for any
reason whatever. For purposes of this Section 3.11, the term "assumption" is
deemed to also include a sale (of the Mortgaged Property) subject to the
Mortgage that is not accompanied by an assumption or substitution of liability
agreement.

                           SECTION 3.12. Realization Upon Defaulted Mortgage
                                         Loans.

                  (a)      The Servicer shall, consistent with the Servicing
Standard, foreclose upon or otherwise comparably convert the ownership of
properties securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made for collection
of delinquent payments pursuant to Section 3.02. The Servicer shall be
responsible for all costs and expenses incurred by it in any such proceedings;
provided, however, that such costs and expenses shall be recoverable as
Servicing Advances by the Servicer as contemplated in Section 3.05 and Section
3.13. The foregoing is subject to the provision that: (i) in any case in which
Mortgaged Property shall have suffered damage from an Uninsured Cause, the
Servicer shall not be required to expend its own funds toward the restoration of
such property unless it shall determine in its discretion that such restoration
shall increase the proceeds of liquidation of the related Mortgage Loan after
reimbursement to itself for such expenses and (ii) with respect to any second
lien Mortgage Loan for which the related first lien mortgage loan is not
included in the Trust Fund, if, after such Mortgage Loan becomes 180 days or
more delinquent and the Servicer, after making a Final Recovery Determination,
determines that a net recovery that would eliminate or reduce a Realized Loss by
more than an immaterial amount is not possible through foreclosure, such
Mortgage Loan may be charged off and such Mortgage Loan shall be treated as a
Liquidated Mortgage Loan giving rise to a Realized Loss.

                  (b)      Notwithstanding the preceding paragraph, in the event
that the Servicer or an affiliate thereof is the owner of more than 50% of a
class of Certificates which is then currently in a first loss position and such
party is deemed to be the "Primary Beneficiary" as defined in FIN 40, the
Servicer (or an affiliate of the Servicer) may, at its option, repurchase a
Mortgage Loan or REO Property which becomes 120 or more days Delinquent or for
which the Servicer has accepted a deed in lieu of foreclosure, during the period
commencing on the first day of the calendar quarter succeeding the calendar
quarter in which the Initial Delinquency Date



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<PAGE>


occurred with respect to such Mortgage Loan and ending on the last Business Day
of such calendar quarter. If the Servicer (or an affiliate of the Servicer) does
not exercise its purchase right with respect to a Mortgage Loan during the
period specified in the preceding sentence, such Mortgage Loan shall thereafter
again become eligible for purchase pursuant to the preceding sentence only after
the Mortgage Loan ceases to be 120 days or more Delinquent and thereafter
becomes 120 days Delinquent again. The "Initial Delinquency Date" of a Mortgage
Loan shall mean the date on which the Mortgage Loan first became 120 days
Delinquent. Prior to repurchase pursuant to this Section 3.12, the Servicer
shall be required to continue to make monthly advances pursuant to Section 4.03.
The Servicer shall not use any procedure in selecting Mortgage Loans to be
repurchased which is materially adverse to the interests of the
Certificateholders. The Servicer shall purchase such (i) delinquent Mortgage
Loan at a price equal to the Principal Balance of the Mortgage Loan plus accrued
interest thereon at the Mortgage Interest Rate from the date to which interest
has last been paid to the Trust Fund to the date of purchase plus any
unreimbursed Servicing Advances and Advances or (ii) REO Property at its fair
market value as determined in good faith by the Servicer. Any such repurchase of
a Mortgage Loan or REO Property pursuant to this Section 3.12 shall be
accomplished by delivery to the Trustee for deposit in the Distribution Account
of the amount of the purchase price. The Trustee shall immediately effectuate
the conveyance of such delinquent Mortgage Loan or REO Property to the Servicer
to the extent necessary, including the prompt delivery of all documentation to
the Servicer.

                  (c)      Certain of the Mortgage Loans may become delinquent
after the Cut-off Date. The Servicer may either foreclose on any such Mortgage
Loan or work out an agreement with the Mortgagor, which may involve waiving or
modifying certain terms of the Mortgage Loan. In addition, the Servicer may
write-off any second lien mortgage loan that is delinquent by 180 days or more.

                           SECTION 3.13. Title, Management and Disposition of
                                         REO Property.

                  (a)      The deed or certificate of sale of any REO Property
shall be taken in the name of the Trustee, or its nominee, in trust for the
benefit of the Certificateholders. Pursuant to the power of attorney granted in
Section 3.01, the Servicer is hereby authorized to transfer the title of any REO
Property taken in the name of the Trustee to a third party purchaser pursuant to
this Section 3.13 without further documentation of its authority as
attorney-in-fact for the Trustee on behalf of the Trust. The Servicer, on behalf
of the Trust Fund (and on behalf of the Trustee for the benefit of the
Certificateholders), shall either sell any REO Property before the close of the
third taxable year after the year the Trust Fund acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code or request from the
Internal Revenue Service, no later than 60 days before the day on which the
three-year grace period would otherwise expire, an extension of the three-year
grace period, unless the Servicer shall have delivered to the Trustee, the NIMS
Insurer and the Depositor an Opinion of Counsel, addressed to the Trustee, the
NIMS Insurer and the Depositor, to the effect that the holding by the Trust Fund
of such REO Property subsequent to three years after its acquisition shall not
result in the imposition on any Trust REMIC of taxes on "prohibited
transactions" thereof, as defined in Section 860F of the Code, or cause any
Trust REMIC to fail to qualify as a REMIC under Federal law at any time



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that any Certificates are outstanding. The Servicer shall manage, conserve,
protect and operate each REO Property for the benefit of the Certificateholders
and solely for the purpose of its prompt disposition and sale in a manner which
does not cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code or result in the receipt by
any Trust REMIC of any "income from non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code, or any "net income from foreclosure property"
which is subject to taxation under the REMIC Provisions.

                  (b)      The Servicer shall segregate and hold all funds
collected and received in connection with the operation of any REO Property
separate and apart from its own funds and general assets and shall establish and
maintain with respect to REO Properties an account held in trust for the Trustee
for the benefit of the Certificateholders (the "REO Account"), which shall be an
Eligible Account. The Servicer shall be permitted to allow the Collection
Account to serve as the REO Account, subject to separate ledgers for each REO
Property. The Servicer shall be entitled to retain or withdraw any interest
income paid on funds deposited in the REO Account.

                  (c)      The Servicer shall have full power and authority,
subject only to the specific requirements and prohibitions of this Agreement, to
do any and all things in connection with any REO Property as are consistent with
the manner in which the Servicer manages and operates similar property owned by
the Servicer or any of its Affiliates, all on such terms and for such period as
the Servicer deems to be in the best interests of Certificateholders and
appropriate to effect the prompt disposition and sale of the REO Property. In
connection therewith, the Servicer shall deposit, or cause to be deposited in
the clearing account (which account must be an Eligible Account) in which it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than one Business Day after the Servicer's receipt thereof, and shall
thereafter deposit in the REO Account, in no event more than two Business Days
after the deposit of such funds into the clearing account, all revenues received
by it with respect to an REO Property and shall withdraw therefrom funds
necessary for the proper operation, management and maintenance of such REO
Property including, without limitation:

                  (i)      all insurance premiums due and payable in respect of
         such REO Property;

                  (ii)     all real estate taxes and assessments in respect of
         such REO Property that may result in the imposition of a lien thereon;
         and

                  (iii)    all costs and expenses necessary to maintain such REO
         Property.

                  To the extent that amounts on deposit in the REO Account with
respect to an REO Property are insufficient for the purposes set forth in
clauses (i) through (iii) above with respect to such REO Property, the Servicer
shall advance from its own funds such amount as is necessary for such purposes
if, but only if, the Servicer would make such advances if the Servicer owned the
REO Property and if in the Servicer's judgment, the payment of such amounts
shall be recoverable from the rental or sale of the REO Property.

                  Notwithstanding the Servicer's obligation to the
Certificateholders to manage and operate (including the collection of rents from
existing tenants and management of any leases



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acquired with the REO property to the extent applicable) the REO Property from
the date of acquisition until the date of sale, neither the Servicer nor the
Trustee shall knowingly:

                  (i)      authorize the Trust Fund to enter into, renew or
         extend any New Lease with respect to any REO Property, if the New Lease
         by its terms shall give rise to any income that does not constitute
         Rents from Real Property;

                  (ii)     authorize any amount to be received or accrued under
         any New Lease other than amounts that shall constitute Rents from Real
         Property;

                  (iii)    authorize any construction on any REO Property, other
         than the completion of a building or other improvement thereon, and
         then only if more than ten percent of the construction of such building
         or other improvement was completed before default on the related
         Mortgage Loan became imminent, all within the meaning of Section
         856(e)(4)(B) of the Code; or

                  (iv)     authorize any Person to Directly Operate any REO
         Property on any date more than 90 days after its date of acquisition by
         the Trust Fund;

unless, in any such case, the Servicer has obtained an Opinion of Counsel,
provided to the Trustee and the NIMS Insurer, to the effect that such action
shall not cause such REO Property to fail to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code at any time that it is held
by the Trust Fund, and (B) the Servicer has received written notice from the
Trustee that it has received written consent from the NIMS Insurer (which
consent shall not be unreasonably withheld) that the specific action may be
taken.

                  The Servicer may contract with any Independent Contractor for
the operation and management of any REO Property, provided that:

                  (i)      the terms and conditions of any such contract shall
         not be inconsistent herewith;

                  (ii)     any such contract shall require, or shall be
         administered to require, that the Independent Contractor pay all costs
         and expenses incurred in connection with the operation and management
         of such REO Property, including those listed above and remit all
         related revenues (net of such costs and expenses) to the Servicer as
         soon as practicable, but in no event later than thirty days following
         the receipt thereof by such Independent Contractor;

                  (iii)    none of the provisions of this Section 3.13(c)
         relating to any such contract or to actions taken through any such
         Independent Contractor shall be deemed to relieve the Servicer of any
         of its duties and obligations to the Trustee on behalf of the
         Certificateholders with respect to the operation and management of any
         such REO Property; and



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                  (iv)     the Servicer shall be obligated with respect thereto
         to the same extent as if it alone were performing all duties and
         obligations in connection with the operation and management of such REO
         Property.

                  The Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. The Servicer shall be solely liable for all fees
owed by it to any such Independent Contractor, irrespective of whether the
Servicer's compensation pursuant to Section 3.18 is sufficient to pay such fees.
The Servicer shall not engage an Independent Contractor to engage in any
activities that the Servicer would not be permitted to engage in itself in
accordance with the other provisions of this Agreement.

                  (d)      In addition to the withdrawals permitted under
Section 3.13(c), the Servicer may from time to time make withdrawals from the
REO Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid
Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse
itself or any Sub-Servicer for unreimbursed Servicing Advances and Advances made
in respect of such REO Property or the related Mortgage Loan. On the Servicer
Remittance Date, the Servicer shall withdraw from each REO Account maintained by
it and deposit into the Distribution Account in accordance with Section
3.04(g)(ii), for distribution on the related Distribution Date in accordance
with Section 4.01, the income from the related REO Property received during the
prior calendar month, net of any withdrawals made pursuant to Section 3.13(c) or
this Section 3.13(d).

                  (e)      Subject to the time constraints set forth in Section
3.13(a) (including the constraint that the Servicer hold and manage each REO
Property "solely for the purpose of its prompt disposition"), each REO
disposition shall be carried out by the Servicer at such price and upon such
terms and conditions as shall be normal and usual in its general servicing
activities for similar properties.

                  (f)      The proceeds from the REO Disposition, net of any
amount required by law to be remitted to the Mortgagor under the related
Mortgage Loan and net of any payment or reimbursement to the Servicer or any
Sub-Servicer as provided above, shall be deposited in the Distribution Account
in accordance with Section 3.04(g)(ii) on the Servicer Remittance Date in the
month following the receipt thereof for distribution on the related Distribution
Date in accordance with Section 4.01. Any REO Disposition shall be for cash only
(unless changes in the REMIC Provisions made subsequent to the Startup Day allow
a sale for other consideration).

                           SECTION 3.14. [Reserved].

                           SECTION 3.15. Reports of Foreclosure and Abandonment
                                         of Mortgaged Properties.

                  The Servicer shall file information returns with respect to
the receipt of mortgage interest received in a trade or business, reports of
foreclosures and abandonments of any Mortgaged Property and cancellation of
indebtedness income with respect to any Mortgaged Property as required by
Sections 6050H, 6050J and 6050P of the Code, respectively. Such



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reports shall be in form and substance sufficient to meet the reporting
requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.

                           SECTION 3.16. Optional Purchase of Defaulted Mortgage
                                         Loans.

                  The NIMS Insurer or the Servicer may, at its option, purchase
a Mortgage Loan which has become 90 or more days delinquent or for which the
Servicer has accepted a deed in lieu of foreclosure. Prior to purchase pursuant
to this Section 3.16, the Servicer shall be required to continue to make
Advances pursuant to Section 4.03. Neither the NIMS Insurer nor the Servicer
shall use any procedure in selecting Mortgage Loans to be repurchased which is
materially adverse to the interests of the Certificateholders. The NIMS Insurer
or the Servicer, as applicable, shall purchase such delinquent Mortgage Loan at
a price equal to the Purchase Price of such Mortgage Loan. Any such purchase of
a Mortgage Loan pursuant to this Section 3.16 shall be accomplished by
remittance to the Servicer for deposit in the Collection Account of the amount
of the Purchase Price. The Trustee (or the Custodian on behalf of the Trustee)
shall immediately effectuate the conveyance of such delinquent Mortgage Loan to
the NIMS Insurer or the Servicer, as applicable, to the extent necessary, as
requested, and the Trustee (or the Custodian on behalf of the Trustee) shall
promptly deliver all documentation to the NIMS Insurer or the Servicer as
applicable, and as shall be necessary to vest in the Servicer title to any
Mortgage Loan or related REO Property released pursuant hereto.

                  The Servicer (or an affiliate of the Servicer) may, at its
option, repurchase a Mortgage Loan or REO Property which becomes ninety (90) or
more days Delinquent or for which the Servicer has accepted a deed in lieu of
foreclosure. Prior to repurchase pursuant to this Section 3.12, the Servicer
shall be required to continue to make monthly Advances pursuant to Section 4.03.
The Servicer shall purchase such (i) delinquent Mortgage Loan at a price equal
to the Principal Balance of the Mortgage Loan plus accrued interest thereon at
the Mortgage Rate from the date to which interest has last been paid to the
Trust Fund to the date of purchase plus any unreimbursed Servicing Advances and
Advances or (ii) REO Property at its fair market value as determined in good
faith by the Servicer. Any such repurchase of a Mortgage Loan or REO Property
pursuant to this Section 3.12 shall be accomplished by delivery to the Trustee
for deposit in the Distribution Account of the amount of the purchase price. The
Trustee shall immediately effectuate the conveyance of such delinquent Mortgage
Loan or REO Property to the Servicer to the extent necessary, including the
prompt delivery of all documentation to the Servicer.

                           SECTION 3.17. Trustee to Cooperate; Release of
                                         Mortgage Files.

                  (a)      Upon the payment in full of any Mortgage Loan, or the
receipt by the Servicer of a notification that payment in full shall be escrowed
in a manner customary for such purposes, the Servicer shall promptly notify the
Trustee and any related Custodian by a certification in the form of Exhibit E or
such other form supplied by the Servicer provided that it does not differ from
the substantive content of Exhibit E (which certification shall include a
statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the
Collection Account pursuant to Section 3.04(b) have been or shall be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. Upon receipt of such certification and request, the Trustee or
such



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Custodian, as the case may be, shall promptly release (and in no event more than
three (3) Business Days thereafter) the related Mortgage File to the Servicer.
No expenses incurred in connection with any instrument of satisfaction or deed
of reconveyance shall be chargeable to the Collection Account or the
Distribution Account.

                  (b)      From time to time and as appropriate for the
servicing or foreclosure of any Mortgage Loan, including, for this purpose,
collection under any insurance policy relating to the Mortgage Loans, the
Trustee and any related Custodian shall, upon request of the Servicer and
delivery to the Trustee or such Custodian, as the case may be, of a Request for
Release in the form of Exhibit E or such other form supplied by the Servicer
provided that it does not differ from the substantive content of Exhibit E,
release the related Mortgage File to the Servicer, and the Trustee shall, at the
direction of the Servicer, execute such documents as shall be necessary to the
prosecution of any such proceedings and the Servicer shall retain such Mortgage
File in trust for the benefit of the Certificateholders. Such Request for
Release shall obligate the Servicer to return each and every document previously
requested from the Mortgage File to the Trustee or to such Custodian when the
need therefor by the Servicer no longer exists, unless the Mortgage Loan has
been charged off or liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Collection Account or the Mortgage File
or such document has been delivered to an attorney, or to a public trustee or
other public official as required by law, for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Servicer has delivered to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. Upon receipt of a certificate of a
Servicing Officer stating that such Mortgage Loan was charged off or liquidated
and that all amounts received or to be received in connection with such
liquidation that are required to be deposited into the Collection Account have
been so deposited, or that such Mortgage Loan has become an REO Property, upon
request, a copy of the Request for Release shall be released by the Trustee or
such Custodian to the Servicer.

                  (c)      Upon written certification of a Servicing Officer,
the Trustee shall execute and deliver to the Servicer any court pleadings,
requests for trustee's sale or other documents reasonably necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Mortgage Note or Mortgage or otherwise available at law
or in equity. Each such certification shall include a request that such
pleadings or documents be executed by the Trustee and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee shall not invalidate or otherwise affect the
lien of the Mortgage, except for the termination of such a lien upon completion
of the foreclosure or trustee's sale.

                  (d)      The Trustee (or the Custodian on behalf of the
Trustee) and the Servicer may mutually agree on policies and procedures
(commercially reasonable in nature) to allow the submission of any and all
requests for the release of a Mortgage File electronically with a digital



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signature or other identifier to designate the Servicing Officer of the Servicer
requesting such collateral.

                           SECTION 3.18. Servicing Compensation.

                  As compensation for the activities of the Servicer hereunder,
the Servicer shall be entitled to the Servicing Fee with respect to each
Mortgage Loan payable solely from payments of interest in respect of such
Mortgage Loan, subject to Section 4.03(e). In addition, the Servicer shall be
entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Subsequent
Recoveries or Liquidation Proceeds to the extent permitted by Section
3.05(a)(ii), out of general funds in the Collection Account to the extent
permitted by Section 3.05(a) and out of amounts derived from the operation and
sale of an REO Property to the extent permitted by Section 3.13. The right to
receive the Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Servicer's responsibilities and
obligations under this Agreement.

                  Additional servicing compensation in the form of Prepayment
Interest Excess, assumption fees, late payment charges, insufficient funds fees,
customary real estate referral fees, reconveyance fees and other similar fees
and charges (other than Prepayment Charges) shall be retained by the Servicer
only to the extent such amounts, fees or charges are received by the Servicer.
The Servicer shall also be entitled pursuant to Section 3.05(a)(vi) to withdraw
from the Collection Account, pursuant to Section 3.04(h) to withdraw from any
Escrow Account and pursuant to Section 3.13(b) to withdraw from any REO Account,
as additional servicing compensation, interest or other income earned on
deposits therein, subject to Section 3.06. The Servicer shall be required to pay
all expenses incurred by it in connection with its servicing activities
hereunder (including premiums for the insurance required by Section 3.08,
Section 3.09 and Section 3.10, to the extent such premiums are not paid by the
related Mortgagors or by a Sub-Servicer, servicing compensation of each
Sub-Servicer, and to the extent provided in Section 8.05, the fees and expenses
of the Trustee) and shall not be entitled to reimbursement therefor except as
specifically provided herein.

                           SECTION 3.19. Statement as to Compliance.

                  The Servicer shall deliver to the Trustee, the NIMS Insurer,
the Depositor and each Rating Agency on or before March 15th of each calendar
year commencing in 2006, an Officers' Certificate, in a form similar to Exhibit
M attached hereto agreeable to the parties hereto, stating, as to each signatory
thereof, that (i) a review of the activities of the Servicer during the
preceding calendar year and of performance under this Agreement has been made
under such officers' supervision and (ii) to the best of such officers'
knowledge, based on such review, the Servicer has fulfilled all of its
obligations under this Agreement throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof. Copies of any such
statement shall be provided by the Trustee to any Certificateholder or
Certificate Owner and to any Person identified to the Trustee as a prospective
transferee of a Certificate, upon the request and at the expense of the
requesting party, provided that such statement is delivered by the Servicer to
the Trustee.



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                           SECTION 3.20. Independent Public Accountants'
                                         Servicing Report.

                  Not later than March 15th of each calendar year commencing in
2006, the Servicer, at its expense, shall cause a nationally recognized firm of
independent certified public accountants to furnish to the Servicer and the
Depositor a report stating that (i) it has obtained a letter of representation
regarding certain matters from the management of the Servicer which includes an
assertion that the Servicer has complied with certain minimum residential
mortgage loan servicing standards, identified in the Uniform Single Attestation
Program for Mortgage Bankers established by the Mortgage Bankers Association of
America, with respect to the servicing of residential mortgage loans during the
most recently completed calendar year and (ii) on the basis of an examination
conducted by such firm in accordance with standards established by the American
Institute of Certified Public Accountants, such representation is fairly stated
in all material respects, subject to such exceptions and other qualifications
that may be appropriate. In rendering its report such firm may rely, as to
matters relating to the direct servicing of residential mortgage loans by
Sub-Servicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards (rendered within one year of such report) with respect to
those Sub-Servicers. Immediately upon receipt of such report, the Servicer shall
furnish a copy of such report to the Trustee, the NIMS Insurer and each Rating
Agency. Copies of such statement shall be provided by the Trustee to any
Certificateholder or Certificate Owner upon request at the expense of the
requesting party, provided that such statement is delivered by the Servicer to
the Trustee. In the event such firm of independent certified public accountants
requires the Trustee to agree to the procedures performed by such firm, the
Servicer shall direct the Trustee in writing to so agree; it being understood
and agreed that the Trustee shall deliver such letter of agreement in conclusive
reliance upon the direction of the Servicer, and the Trustee has not made any
independent inquiry or investigation as to, and shall have no obligation or
liability in respect of, the sufficiency, validity or correctness of such
procedures.

                           SECTION 3.21. Access to Certain Documentation.

                  The Servicer shall provide to the Office of Thrift
Supervision, the FDIC, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any Certificateholder or
Certificate Owner, access to the documentation regarding the Mortgage Loans
required by applicable laws and regulations. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the Servicer designated by it. In addition, access to
the documentation regarding the Mortgage Loans shall be provided to the NIMS
Insurer and the Trustee upon reasonable request during normal business hours at
the offices of the Servicer designated by it at the expense of the Person
requesting such access. In each case, access to any documentation regarding the
Mortgage Loans may be conditioned upon the requesting party's acknowledgment in
writing of a confidentiality agreement reasonably satisfactory to the Servicer
regarding any information that is required to remain confidential under the
Gramm-Leach-Bliley Act of 1999. Nothing in this Section 3.21 shall limit the
obligation of the Servicer to observe any applicable law prohibiting disclosure
of information regarding the borrowers and the failure of the Servicer to
provide access as provided in this Section 3.21 as a result of such obligation
shall not constitute a breach of this Section 3.21.



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                           SECTION 3.22. [Reserved].

                           SECTION 3.23. Advance Facility.

                  (a)      The Servicer is hereby authorized to enter into a
financing or other facility (any such arrangement, an "Advance Facility"), the
documentation for which complies with Section 3.23(e) below, under which (1) the
Servicer assigns or pledges its rights under this Agreement to be reimbursed for
any or all Advances and/or Servicing Advances to (i) a Person, which may be a
special-purpose bankruptcy-remote entity (an "SPV"), (ii) a Person, which may
simultaneously assign or pledge such rights to an SPV or (iii) a lender (a
"Lender"), which, in the case of any Person or SPV of the type described in
either of the preceding clauses (i) or (ii), may directly or through other
assignees and/or pledgees, assign or pledge such rights to a Person, which may
include a trustee acting on behalf of holders of debt instruments (any such
Person or any such Lender, an "Advance Financing Person"), and/or (2) an Advance
Financing Person agrees to fund all of the Advances and/or Servicing Advances
required to be made by the Servicer pursuant to this Agreement. No consent of
the Trustee, Certificateholders or any other party shall be required before the
Servicer may enter into an Advance Facility nor shall the Trustee or the
Certificateholders be a third party beneficiary of any obligation of an Advance
Financing Person to the Servicer. Notwithstanding the existence of any Advance
Facility under which an Advance Financing Person agrees to fund Advances and/or
Servicing Advances, (A) the Servicer (i) shall remain obligated pursuant to this
Agreement to make Advances and/or Servicing Advances pursuant to and as required
by this Agreement and (ii) shall not be relieved of such obligations by virtue
of such Advance Facility and (B) neither the Advance Financing Person nor any
Servicer's Assignee (as hereinafter defined) shall have any right to proceed
against or otherwise contact any Mortgagor for the purpose of collecting any
payment that may be due with respect to any related Mortgage Loan or enforcing
any covenant of such Mortgagor under the related Mortgage Loan documents.

                  (b)      If the Servicer enters into an Advance Facility, the
Servicer and the related Advance Financing Person shall deliver to the Trustee
at the address set forth in Section 11.05 hereof a written notice (an "Advance
Facility Notice"), stating (a) the identity of the Advance Financing Person, (b)
the identity of the Person (the "Servicer's Assignee") that will, subject to
Section 3.23(c) hereof, have the right to make withdrawals from the Collection
Account pursuant to Section 3.05(a)(ii), (iii) and (vii) hereof to reimburse
previously unreimbursed Advances and/or Servicing Advances ("Advance
Reimbursement Amounts") and (c) that the Servicer's Assignee shall agree to be
bound by the provisions of this Section 3.23. The Advance Facility Notice shall
be executed by the Advance Financing Person and the Servicer's Assignee. Advance
Reimbursement Amounts (i) shall consist solely of amounts in respect of Advances
and/or Servicing Advances for which the Servicer would be permitted to reimburse
itself in accordance with Section 3.05 hereof, assuming the Servicer had made
the related Advance(s) and/or Servicing Advance(s) and (ii) shall not consist of
amounts payable to a successor Servicer in accordance with Section 3.05 hereof
to the extent permitted under Section 3.23(e) below.

                  (c)      Notwithstanding the existence of an Advance Facility,
the Servicer, on behalf of the Advance Financing Person, shall be entitled to
receive reimbursements of Advances and/or Servicing Advances in accordance with
Section 3.05(a)(ii), (iii) and (vii) hereof, which entitlement may be terminated
by the Advance Financing Person pursuant to a written notice to



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the Trustee in the manner set forth in Section 11.05 hereof. Upon receipt of
such written notice, the Servicer shall no longer be entitled to receive
reimbursement for any Advance Reimbursement Amounts and the Servicer's Assignee
shall immediately have the right to receive from the Collection Account all
Advance Reimbursement Amounts. Notwithstanding the foregoing, and for the
avoidance of doubt, (i) the Servicer and/or the Servicer's Assignee shall only
be entitled to reimbursement of Advance Reimbursement Amounts hereunder pursuant
to Section 3.05 of this Agreement and shall not otherwise be entitled to make
withdrawals of, or receive, Advance Reimbursement Amounts that shall be
deposited in the Distribution Account pursuant to Section 3.04(b) hereof, and
(ii) none of the Trustee or the Certificateholders shall have any right to, or
otherwise be entitled to, receive any Advance Reimbursement Amounts to which the
Servicer or Servicer's Assignee, as applicable, shall be entitled pursuant to
Section 3.05 hereof. An Advance Facility may be terminated by the joint written
direction of the Servicer and the related Advance Financing Person. Written
notice of such termination shall be delivered to the Trustee in the manner set
forth in Section 11.05 hereof.

                  (d)      [Reserved].

                  (e)      As between a predecessor Servicer and its Advance
Financing Person, on the one hand, and a successor Servicer and its Advance
Financing Person, if any, on the other hand, Advance Reimbursement Amounts on a
loan-by-loan basis with respect to each Mortgage Loan as to which an Advance
and/or Servicing Advance shall have been made and be outstanding shall be
allocated on a "first-in, first out" basis. In the event the Servicer's Assignee
shall have received some or all of an Advance Reimbursement Amount related to
Advances and/or Servicing Advances that were made by a Person other than such
predecessor Servicer or its related Advance Financing Person in error, then such
Servicer's Assignee shall be required to remit any portion of such Advance
Reimbursement Amount to each Person entitled to such portion of such Advance
Reimbursement Amount. Without limiting the generality of the foregoing, the
Servicer shall remain entitled to be reimbursed by the Advance Financing Person
for all Advances and/or Servicing Advances funded by the Servicer to the extent
the related Advance Reimbursement Amounts have not been assigned or pledged to
such Advance Financing Person or Servicer's Assignee.

                  (f)      For purposes of any certification of a Servicing
Officer of the Servicer made pursuant to Section 4.03(d), any Nonrecoverable
Advance or Nonrecoverable Servicing Advance referred to therein may have been
made by such Servicer or any predecessor Servicer. In making its determination
that any Advance or Servicing Advance theretofore made has become a
Nonrecoverable Advance or Nonrecoverable Servicing Advance, the Servicer shall
apply the same criteria in making such determination regardless of whether such
Advance or Servicing Advance shall have been made by the Servicer or any
predecessor Servicer.

                  (g)      The Trustee shall not, as a result of the existence
of any Advance Facility, have any additional responsibility to track or monitor
Advance Reimbursement Amounts or any Advance Facility, and, except as otherwise
expressly provided herein, is not and shall not be obligated to make any payment
with respect to any Advance Reimbursement Amount.



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                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

                           SECTION 4.01. Distributions.

                  (a)      On each Distribution Date, the following amounts, in
the following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC I Regular Interests and distributed to the holders of the
Class R Certificates (in respect of the Class R-I Interest), as the case may be:

                  (i)      first, to the Holders of REMIC I Regular Interests
         I-LT1SWAP1 through I-LT1SWAP51 in an amount equal to (A) the
         Uncertificated Interest for such Distribution Date, plus (B) any
         amounts in respect thereof remaining unpaid from previous Distribution
         Dates and second, to the Holders of REMIC I Regular Interest I-LT1 and
         REMIC I Regular Interest I-LTP, in an amount equal to (A) the
         Uncertificated Interest for such Distribution Date, plus (B) any
         amounts in respect thereof remaining unpaid from previous Distribution
         Dates;

                  (ii)     to the Holders of the REMIC I Regular Interest I-LTP,
         on the Distribution Date immediately following the expiration of the
         latest Prepayment Charge term as identified on the Mortgage Loan
         Schedule or any Distribution Date thereafter until $100 has been
         distributed pursuant to this clause;

                  (iii)    on each Distribution Date, the remainder of the REMIC
         Available Funds for such Distribution Date after the distributions made
         pursuant to clause (i) and clause (ii) above, to the Holders of REMIC I
         Regular Interests I-LT1SWAP1 through I-LT1SWAP51, sequentially, until
         the Uncertificated Balance of each such REMIC I Regular Interest is
         reduced to zero; and

                  (iv)     to the Holders of the Class R Certificates (in
         respect of the Class R-I Interest), any amounts remaining after the
         distributions pursuant to clauses (i) through (iii) above.

                  On each Distribution Date, all amounts representing Prepayment
Charges in respect of the Mortgage Loans received during the related Prepayment
Period shall be distributed by REMIC I to the Holders of REMIC I Regular
Interest I-LTP. The payment of the foregoing amounts to the Holders of REMIC I
Regular Interest I-LTP shall not reduce the Uncertificated Balance thereof.

                  (b)      On each Distribution Date, the following amounts, in
the following order of priority, shall be distributed by REMIC I to REMIC II on
account of the REMIC II Regular Interests and distributed to the Holders of the
Class R Certificates (in respect of the Class R-II Interest), as the case may
be:

                  (ii)     first, to the Holders of REMIC II Regular Interest
         II-LT1SWAP, in an amount equal to (A) Uncertificated Interest for such
         REMIC II Regular Interest for such



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         Distribution Date, plus (B) any amounts in respect thereof remaining
         unpaid from previous Distribution Dates and second, to the Holders of
         REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTA1A,
         REMIC II Regular Interest II-LTA1B, REMIC II Regular Interest II-LTM1,
         REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
         REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5,
         REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
         REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9,
         REMIC II Regular Interest II-LTM10, REMIC II Regular Interest II-LTM11,
         REMIC II Regular Interest II-LTZZ and REMIC II Regular Interest II-LTP,
         PRO RATA, in an amount equal to (A) the Uncertificated Interest for
         such Distribution Date, plus (B) any amounts in respect thereof
         remaining unpaid from previous Distribution Dates. Amounts payable as
         Uncertificated Interest in respect of REMIC II Regular Interest II-LTZZ
         shall be reduced and deferred when the REMIC II Overcollateralized
         Amount is less than the REMIC II Overcollateralization Target Amount,
         by the lesser of (x) the amount of such difference and (y) the Maximum
         II-LTZZ Uncertificated Interest Deferral Amount and such amount shall
         be payable to the Holders of REMIC II Regular Interest II-LTA1A, REMIC
         II Regular Interest II-LTA1B, REMIC II Regular Interest II-LTM1, REMIC
         II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC
         II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
         II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC
         II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC
         II Regular Interest II-LTM10 and REMIC II Regular Interest II-LTM11 in
         the same proportion as the Overcollateralization Increase Amount is
         allocated to the Corresponding Certificates and the Uncertificated
         Principal Balance of the REMIC II Regular Interest II-LTZZ shall be
         increased by such amount;

                  (iii)    to the Holders of REMIC II Regular Interests, in an
         amount equal to the remainder of the REMIC Available Funds for such
         Distribution Date after the distributions made pursuant to clause (i)
         above, allocated as follows:

                           (a)      98.00% of such remainder (other than amounts
                  payable under clause (c) below), to the Holders of REMIC II
                  Regular Interest II-LTAA and REMIC II Regular Interest II-LTP,
                  until the Uncertificated Balance of such REMIC II Regular
                  Interest is reduced to zero, provided, however, that REMIC II
                  Regular Interest II-LTP shall not be reduced until the
                  Distribution Date immediately following the expiration of the
                  latest Prepayment Charge as identified on the Prepayment
                  Charge Schedule or any Distribution Date thereafter, at which
                  point such amount shall be distributed to REMIC II Regular
                  Interest II-LTP, until $100 has been distributed pursuant to
                  this clause;

                           (b)      2.00% of such remainder (other than amounts
                  payable under clause (c) below) first, to the Holders of REMIC
                  II Regular Interest II-LTA1A, REMIC II Regular Interest
                  II-LTA1B, REMIC II Regular Interest II-LTM1, REMIC II Regular
                  Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
                  Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5,
                  REMIC II Regular Interest II-LTM6, REMIC II Regular Interest
                  II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular
                  Interest II-LTM9, REMIC II



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                  Regular Interest II-LTM10 and REMIC II Regular Interest
                  II-LTM11, 1.00% and in the same proportion as principal
                  payments are allocated to the Corresponding Certificates,
                  until the Uncertificated Balances of such REMIC II Regular
                  Interests are reduced to zero and second, to the Holders of
                  REMIC II Regular Interest II-LTZZ, until the Uncertificated
                  Balance of such REMIC II Regular Interest is reduced to zero;
                  and

                           (c)      any remaining amount to the Holders of the
                  Class R Certificates (in respect of the Class R-III Interest);

provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that
are attributable to an Overcollateralization Reduction Amount shall be allocated
to the Holders of (i) REMIC II Regular Interest II-LTAA and REMIC II Regular
Interest II-LTP, in that order and (ii) REMIC II Regular Interest II-LTZZ,
respectively; provided that REMIC II Regular Interest II-LTP shall not be
reduced until the Distribution Date immediately following the expiration of the
latest Prepayment Charge as identified on the Prepayment Charge Schedule or any
Distribution Date thereafter, at which point such amount shall be distributed to
REMIC II Regular Interest II-LTP, until $100 has been distributed pursuant to
this clause.

                  Notwithstanding the priorities and amounts of distribution of
funds pursuant to this Section 4.01(a)(1), actual distributions of Available
Funds shall be made only in accordance with Section 4.01(a)(2), (3) and (4).

                  (2)(I)   On each Distribution Date, the Trustee shall
withdraw from the Distribution Account an amount equal to the Interest
Remittance Amount and distribute, concurrently, to the Holders of each Class of
Class A Certificates, on a PRO RATA basis based on the entitlement of each such
Class, the Senior Interest Distribution Amount related to such Certificates

                  (II)     On each Distribution Date, following the
distributions made pursuant to Section 4.01(a)(2)(I) above, the Trustee shall
withdraw from the Distribution Account an amount equal to any remaining Interest
Remittance Amount and shall be distributed sequentially to the Class M-1, Class
M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class
M-9, Class M-10 and Class M-11 Certificates, in that order, in an amount equal
to the Interest Distribution Amount for each such Class.

                  (3)(I)   On each Distribution Date (a) prior to the
Stepdown Date or (b) on which a Trigger Event is in effect, the Principal
Distribution Amount shall be distributed to the Holders of the Class A
Certificates (allocated among the Classes of Class A Certificates in the
priority described in Section 4.01(a)(5) below), until the Certificate Principal
Balances of such Classes have been reduced to zero.

                  (II)     On each Distribution Date (a) prior to the Stepdown
Date or (b) on which a Trigger Event is in effect, the Trustee shall withdraw
from the Distribution Account an amount equal to the Principal Distribution
Amount remaining undistributed for such Distribution Date and shall distribute
such amount sequentially to the Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11



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Certificates, in that order, in each case, until the Certificate Principal
Balance of such Class has been reduced to zero.

                  (III)    On each Distribution Date (a) on or after the
Stepdown Date and (b) on which a Trigger Event is not in effect, the Principal
Distribution Amount shall be distributed to the Holders of the Class A
Certificates (allocated among the Classes of Class A Certificates in the
priority described in Section 4.01(a)(5) below), the Senior Senior Principal
Distribution Amount, until the Certificate Principal Balances of such Classes
have been reduced to zero.

                  (IV)     On each Distribution Date (a) on or after the
Stepdown Date and (b) on which a Trigger Event is not in effect, the Senior
Principal Distribution Amount remaining undistributed for such Distribution Date
shall be distributed in the following order of priority:

                  (i)      to the Holders of the Class M-1 Certificates, the
         Class M-1 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (ii)     to the Holders of the Class M-2 Certificates, the
         Class M-2 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (iii)    to the Holders of the Class M-3 Certificates, the
         Class M-3 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (iv)     to the Holders of the Class M-4 Certificates, the
         Class M-4 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (v)      to the Holders of the Class M-5 Certificates, the
         Class M-5 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (vi)     to the Holders of the Class M-6 Certificates, the
         Class M-6 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (vii)    to the Holders of the Class M-7 Certificates, the
         Class M-7 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (viii)   to the Holders of the Class M-8 Certificates, the
         Class M-8 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;



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                  (ix)     to the Holders of the Class M-9 Certificates, the
         Class M-9 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero;

                  (x)      to the Holders of the Class M-10 Certificates, the
         Class M-10 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero; and

                  (xi)     to the Holders of the Class M-11 Certificates, the
         Class M-11 Principal Distribution Amount, until the Certificate
         Principal Balance thereof has been reduced to zero.

                  (4)      On each Distribution Date, the Net Monthly Excess
Cashflow shall be distributed as follows:

                  (i)      to the Holders of the Class or Classes of
         Certificates then entitled to receive distributions in respect of
         principal, in an amount equal to the Overcollateralization Increase
         Amount, applied as part of the Senior Principal Distribution Amount, to
         reduce the Certificate Principal Balance of such Certificates until the
         aggregate Certificate Principal Balance of such Certificates is reduced
         to zero;

                  (ii)     sequentially, to the Holders of the Class M-1, Class
         M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
         Class M-9, Class M-10 and Class M-11 Certificates, in that order, the
         related Interest Carry Forward Amount allocable to such Classes of
         Certificates;

                  (iii)    sequentially, to the Holders of the Class M-1, Class
         M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
         Class M-9, Class M-10 and Class M-11 Certificates, in that order, the
         related Allocated Realized Loss Amount allocable to such Classes of
         Certificates;

                  (iv)     to the Net WAC Rate Carryover Reserve Account, the
         amount required by Section 4.10(b), without taking into account amounts
         received under the Interest Rate Swap Agreement;

                  (v)      to the Holders of the Class CE Certificates, (a) the
         Monthly Interest Distributable Amount and any Overcollateralization
         Release Amount for such Distribution Date and (b) on any Distribution
         Date on which the Certificate Principal Balances of the Class A
         Certificates and the Mezzanine Certificates have been reduced to zero,
         any remaining amounts in reduction of the Certificate Principal Balance
         of the Class CE Certificates, until the Certificate Principal Balance
         thereof has been reduced to zero; and

                  (vi)     to the Holders of the Class R Certificates, any
         remaining amounts; provided that if such Distribution Date is the
         Distribution Date immediately following the expiration of the latest
         Prepayment Charge term as identified on the Mortgage Loan Schedule or
         any Distribution Date thereafter, then any such remaining amounts shall
         be



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<PAGE>


         distributed first, to the Holders of the Class P Certificates, until
         the Certificate Principal Balance thereof has been reduced to zero; and
         second, to the Holders of the Class R Certificates.

                  (5)      With respect to the Class A Certificates, all
principal distributions shall be distributed concurrently, to the Class A-1A and
Class A-1B Certificates on a PRO RATA basis based on the Certificate Principal
Balance of each such Class, with the exception that if a Sequential Trigger
Event is in effect, principal distributions shall be allocated sequentially, to
the Class A-1A and Class A-1B Certificates, in that order, until their
respective Certificate Principal Balances have been reduced to zero.

                  On each Distribution Date, following the foregoing
distributions, an amount equal to the amount of Subsequent Recoveries deposited
into the Collection Account pursuant to Section 3.05(a)(ii) and included in the
Available Funds for such Distribution Date shall be applied to increase the
Certificate Principal Balance of the Class of Certificates with the Highest
Priority up to the extent of such Realized Losses previously allocated to that
Class of Certificates pursuant to Section 4.04. An amount equal to the amount of
any remaining Subsequent Recoveries shall be applied to increase the Certificate
Principal Balance of the Class of Certificates with the next Highest Priority,
up to the amount of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04, and so on. Holders of such Certificates
shall not be entitled to any distribution in respect of interest on the amount
of such increases for any Interest Accrual Period preceding the Distribution
Date on which such increase occurs. Any such increases shall be applied to the
Certificate Principal Balance of each Certificate of such Class in accordance
with its respective Percentage Interest.

                  (b)      On each Distribution Date, after making the
distributions of the Available Funds as set forth above, the Trustee shall
first, withdraw from the Net WAC Rate Carryover Reserve Account all net income
from the investment of funds in the Net WAC Rate Carryover Reserve Account and
distribute such amount to the Holders of the Class CE Certificates, and SECOND,
withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of
amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover
Amount for such Distribution Date and distribute such amount as follows:

                  FIRST, concurrently, to each Class of Class A Certificates,
the related Net WAC Rate Carryover Amount, on a PRO RATA basis based on such
respective Net WAC Rate Carryover Amounts; and

                  SECOND, sequentially, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and
Class M-11 Certificates, in that order, the related Net WAC Rate Carryover
Amount.

                  On each Distribution Date, the Trustee shall withdraw any
amounts then on deposit in the Distribution Account that represent Prepayment
Charges collected by the Servicer, Prepayment Charges payable by the Servicer
pursuant to Section 2.03(b)(ii), to the extent not related to Principal
Prepayments occurring after the related Prepayment Period, and the Trustee shall
distribute such amounts to the Holders of the Class P Certificates. Such
distributions shall not be applied to reduce the Certificate Principal Balance
of the Class P Certificates.



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<PAGE>


                  (c)      All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated PRO RATA among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date shall be made to the Holders of the respective Class of record
on the related Record Date (except as otherwise provided in Section 4.01(e) or
Section 9.01 respecting the final distribution on such Class), based on the
aggregate Percentage Interest represented by their respective Certificates, and
shall be made by wire transfer of immediately available funds to the account of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date, or otherwise by check mailed by first class mail to the
address of such Holder appearing in the Certificate Register. The final
distribution on each Certificate shall be made in like manner, but only upon
presentment and surrender of such Certificate at the office of the Trustee
maintained for such purpose pursuant to Section 8.12 or such other location
specified in the notice to Certificateholders of such final distribution.

                  Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor or the Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.

                  (d)      The rights of the Certificateholders to receive
distributions in respect of the Certificates, and all interests of the
Certificateholders in such distributions, shall be as set forth in this
Agreement. Neither the Holders of any Class of Certificates nor the Trustee nor
the Servicer shall in any way be responsible or liable to the Holders of any
other Class of Certificates in respect of amounts properly previously
distributed on the Certificates.

                  (e)      On each Distribution Date, after making the
distributions of the Available Funds, Net Monthly Excess Cashflow and amounts on
deposit in the Net WAC Rate Carryover Reserve Account as set forth above, the
Trustee shall distribute the amount on deposit in the Swap Account as follows:

                  FIRST, to the Swap Provider, any Net Swap Payment owed to the
Swap Provider pursuant to the Interest Rate Swap
Agreement for such Distribution Date;

                  SECOND, to the Swap Provider, any Swap Termination Payment not
due to a Swap Provider Trigger Event, owed to the Swap Provider pursuant to the
Interest Rate Swap Agreement;

                  THIRD, concurrently, to each Class of Class A Certificates,
the related Senior Interest Distribution Amount remaining undistributed after
the distributions of the Interest



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Remittance Amount, on a PRO RATa basis based on such respective remaining Senior
Interest Distribution Amount;

                  FOURTH, sequentially, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and
Class M-11 Certificates, in that order, the related Interest Distribution Amount
and Interest Carry Forward Amount, to the extent remaining undistributed after
the distributions of the Interest Remittance Amount, and the Net Monthly Excess
Cashflow;

                  FIFTH, concurrently, to each Class of Class A Certificates,
the related Net WAC Rate Carryover Amount remaining unpaid after distributions
from the Net WAC Rate Carryover Reserve Account, on a PRO RATA basis based on
such respective remaining Net WAC Rate Carryover Amounts;

                  SIXTH, sequentially, to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and
Class M-11 Certificates, in that order, the related Net WAC Rate Carryover
Amount remaining unpaid after distributions from the Net WAC Rate Carryover
Reserve Account;

                  SEVENTH, to the Holders of the Class or Classes of
Certificates then entitled to receive distributions in respect of principal, in
an amount necessary to maintain the applicable Overcollateralization Target
Amount equal to the difference between (x) the Overcollateralization Increase
Amount (for the purpose of this section only, without giving effect to clause
(B) of the definition of "Overcollateralization Increase Amount") and (y) the
amount distributed pursuant to Section 4.01(a)(4)(i) of this Agreement;

                  EIGHTH, sequentially to the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and
Class M-11 Certificates, in that order, in each case up to the related Allocated
Realized Loss Amount related to such Certificates for such Distribution Date
remaining undistributed after distribution of the Net Monthly Excess Cashflow;
and

                  NINTH, to the Swap Provider, any Swap Termination Payment due
to a Swap Provider Trigger Event, owed to the Swap Provider pursuant to the
Interest Rate Swap Agreement.

                  (f)      Except as otherwise provided in Section 9.01,
whenever the Trustee expects that the final distribution with respect to any
Class of Certificates shall be made on the next Distribution Date, the Trustee
shall, no later than five (5) days after the related Determination Date, mail to
each Holder on such date of such Class of Certificates a notice to the effect
that:

                  (i)      the Trustee expects that the final distribution with
         respect to such Class of Certificates shall be made on such
         Distribution Date, but only upon presentation and surrender of such
         Certificates at the office of the Trustee therein specified or its
         agent; and



                                      105
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                  (ii)     no interest shall accrue on such Certificates from
         and after the end of the related Interest Accrual Period.

                  Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held in trust by the Trustee and credited to the account of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 4.01(e) shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee shall, directly or through an agent, mail a final
notice to remaining non-tendering Certificateholders concerning surrender of
their Certificates but shall continue to hold any remaining funds for the
benefit of non-tendering Certificateholders. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in such trust fund. If within one year after
the final notice any such Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Representative all remaining amounts,
and all rights of non-tendering Certificateholders in or to such amounts shall
thereupon cease. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust by the Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(e).

                  (g)      Notwithstanding anything to the contrary herein, (i)
in no event shall the Certificate Principal Balance of a Class A Certificate or
a Mezzanine Certificate be reduced more than once in respect of any particular
amount both (a) allocated to such Certificate in respect of Realized Losses
pursuant to Section 4.04 and (b) distributed to the Holder of such Certificate
in reduction of the Certificate Principal Balance thereof pursuant to this
Section 4.01 from Net Monthly Excess Cashflow and (ii) in no event shall the
Uncertificated Balance of a REMIC Regular Interest to be reduced more than once
in respect of any particular amount both (a) allocated to such REMIC Regular
Interest in respect of Realized Losses pursuant to Section 4.04 and (b)
distributed on such REMIC Regular Interest in reduction of the Uncertificated
Balance thereof pursuant to this Section 4.01.

                           SECTION 4.02. Statements to Certificateholders.

                  On each Distribution Date, the Trustee shall prepare and make
available to each Holder of the Regular Certificates, the Swap Provider and the
NIMS Insurer, a statement as to the distributions made on such Distribution Date
setting forth:

                  (i)      the amount of the distribution made on such
         Distribution Date to the Holders of the Certificates of each Class
         allocable to principal, and the amount of distribution made on such
         Distribution Date to the Holders of the Class P Certificates allocable
         to Prepayment Charges or Servicer Prepayment Charge Payment Amounts;

                  (ii)     the amount of the distribution made on such
         Distribution Date to the Holders of the Certificates of each Class
         allocable to interest;



                                      106
<PAGE>


                  (iii)    the aggregate Servicing Fee received by the Servicer
         during the related Due Period;

                  (iv)     the aggregate amount of Advances for such
         Distribution Date;

                  (v)      the aggregate Stated Principal Balance of the
         Mortgage Loans and any REO Properties as of the close of business on
         such Distribution Date;

                  (vi)     the number, aggregate Stated Principal Balance,
         weighted average remaining term to maturity and weighted average
         Mortgage Rate of the Mortgage Loans as of the related Due Date;

                  (vii)    the number and aggregate unpaid Stated Principal
         Balance of Mortgage Loans (a) delinquent 30-59 days, (b) delinquent
         60-89 days, (c) delinquent 90 or more days, in each case, as of the
         last day of the preceding calendar month, (d) as to which foreclosure
         proceedings have been commenced and (e) with respect to which the
         related Mortgagor has filed for protection under applicable bankruptcy
         laws, with respect to whom bankruptcy proceedings are pending or with
         respect to whom bankruptcy protection is in force;

                  (viii)   with respect to any Mortgage Loan that became an REO
         Property during the preceding calendar month, the loan number of such
         Mortgage Loan, the unpaid Stated Principal Balance and the Stated
         Principal Balance of such Mortgage Loan as of the date it became an REO
         Property;

                  (ix)     the book value and the Stated Principal Balance of
         any REO Property as of the close of business on the last Business Day
         of the calendar month preceding the Distribution Date;

                  (x)      the aggregate amount of Principal Prepayments made
         during the related Prepayment Period;

                  (xi)     the aggregate amount of Realized Losses incurred
         during the related Prepayment Period (or, in the case of Bankruptcy
         Losses allocable to interest, during the related Due Period),
         separately identifying whether such Realized Losses constituted
         Bankruptcy Losses and the aggregate amount of Realized Losses incurred
         since the Closing Date and the aggregate amount of Subsequent
         Recoveries received during the related Prepayment Period and the
         aggregate amount of Subsequent Recoveries received since the Closing
         Date (to the extent reported to the Trustee);

                  (xii)    the aggregate amount of Extraordinary Trust Fund
         Expenses withdrawn from the Collection Account or the Distribution
         Account for such Distribution Date;

                  (xiii)   the aggregate Certificate Principal Balance of each
         Class of Certificates, after giving effect to the distributions, and
         allocations of Realized Losses, made on such Distribution Date,
         separately identifying any reduction thereof due to allocations of
         Realized Losses (to the extent reported to the Trustee);



                                      107
<PAGE>


                  (xiv)    the Certificate Factor for each such Class of
         Certificates applicable to such Distribution Date;

                  (xv)     the Interest Distribution Amount in respect of the
         Class A Certificates, the Mezzanine Certificates and the Class CE
         Certificates for such Distribution Date and the Interest Carry Forward
         Amount, if any, with respect to the Class A Certificates and the
         Mezzanine Certificates on such Distribution Date, and in the case of
         the Class A Certificates, the Mezzanine Certificates and the Class CE
         Certificates, separately identifying any reduction thereof due to
         allocations of Realized Losses, Prepayment Interest Shortfalls and
         Relief Act Interest Shortfalls;

                  (xvi)    the aggregate amount of any Prepayment Interest
         Shortfall for such Distribution Date, to the extent not covered by
         payments by the Servicer pursuant to Section 4.03(e) or allocated to
         the Class CE Certificates;

                  (xvii)   the aggregate amount of Relief Act Interest
         Shortfalls for such Distribution Date;

                  (xviii)  the Overcollateralization Target Amount and the
         Credit Enhancement Percentage for such Distribution Date;

                  (xix)    the Overcollateralization Increase Amount, if any,
         for such Distribution Date;

                  (xx)     the Overcollateralization Reduction Amount, if any,
         for such Distribution Date;

                  (xxi)    with respect to any Mortgage Loan as to which
         foreclosure proceedings have been concluded, the loan number and unpaid
         Stated Principal Balance of such Mortgage Loan as of the date of such
         conclusion of foreclosure proceedings;

                  (xxii)   with respect to Mortgage Loans as to which a Final
         Liquidation has occurred, the number of Mortgage Loans, the unpaid
         Stated Principal Balance of such Mortgage Loans as of the date of such
         Final Liquidation and the amount of proceeds (including Liquidation
         Proceeds and Insurance Proceeds) collected in respect of such Mortgage
         Loans;

                  (xxiii)  the respective Pass-Through Rates applicable to the
         Class A Certificates, the Mezzanine Certificates and the Class CE
         Certificates for such Distribution Date and the Pass-Through Rate
         applicable to the Adjustable-Rate Certificates for the immediately
         succeeding Distribution Date;

                  (xxiv)   the amount on deposit in the Net WAC Rate Carryover
         Reserve Account as of the Determination Date;

                  (xxv)    whether a Trigger Event or a Sequential Trigger Event
         is in effect;



                                      108
<PAGE>


                  (xxvi)   the Net WAC Rate Carryover Amount for the Class A
         Certificates and the Mezzanine Certificates, if any, for such
         Distribution Date and the amount remaining unpaid after reimbursements
         therefor on such Distribution Date; and

                  (xxvii)  the amount of any Net Swap Payments or Swap
         Termination Payments.

                  The Trustee may make such statement available and certain
other information, including, without limitation, information required to be
provided by the Trustee, to Certificateholders, the NIMS Insurer, the Servicer,
the Rating Agencies and to beneficial owners of the Certificates through the
Trustee's web site. Such web site is currently located at "www.ctslink.com."
Assistance in using the web site can currently be obtained by calling the
Trustee's investor relations desk at (301) 815-6660. Parties unable to use this
distribution method may request that a paper copy be mailed to them via first
class mail by calling the investor relations desk. The location of such web page
and the procedures used therein are subject to change from time to time at the
Trustee's discretion. The Trustee shall have the right to change the way monthly
distribution statements are distributed in order to make such distribution more
convenient and/or more accessible to the above parties. The Trustee shall be
entitled to rely on but shall not be responsible for the content or accuracy of
any information provided by third parties for purposes of preparing the monthly
statement, and may affix thereto any disclaimer it deems appropriate in its
reasonable discretion (without suggesting liability on the part of any other
party hereto). As a condition to access the Trustee's website, the Trustee may
require registration and the acceptance of a disclaimer. Notwithstanding
anything to the contrary set forth in this Agreement, the parties hereto
acknowledge that in connection with the Trustee's preparation of the foregoing
reports, the Trustee shall rely solely upon the information provided to it in
the Remittance Reports.

                  In the case of information furnished pursuant to subclauses
(i) through (ii) above, the amounts shall be expressed as a dollar amount per
Single Certificate of the relevant Class.

                  Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to the NIMS Insurer and each Person who
at any time during the calendar year was a Holder of a Regular Certificate a
statement containing the information set forth in subclauses (i) through (iii)
above, aggregated for such calendar year or applicable portion thereof during
which such person was a Certificateholder. Such obligation of the Trustee shall
be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code as from time to time are in force.

                  Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to the NIMS Insurer and each Person who
at any time during the calendar year was a Holder of a Residual Certificate a
statement setting forth the amount, if any, actually distributed with respect to
the Residual Certificates, as appropriate, aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be prepared by the
Trustee and furnished to such Holders pursuant to the rules and regulations of
the Code as are in force from time to time.



                                      109
<PAGE>


                  The Trustee shall, upon written request, furnish to each
Certificateholder, Certificate Owner and the NIMS Insurer, during the term of
this Agreement, such periodic, special, or other reports or information, whether
or not provided for herein, as shall be reasonable with respect to the
Certificateholder, or otherwise with respect to the purposes of this Agreement,
all such reports or information to be provided at the expense of the
Certificateholder or Certificate Owner in accordance with such reasonable and
explicit instructions and directions as the Certificateholder or Certificate
Owner may provide. For purposes of this Section 4.02, the Trustee's duties are
limited to the extent that the Trustee receives timely reports as required from
the Servicer.

                  On each Distribution Date the Trustee shall provide Bloomberg
Financial Markets, L.P. ("Bloomberg") CUSIP level factors for each Class of
Certificates as of such Distribution Date, using a format and media mutually
acceptable to the Trustee and Bloomberg.

                           SECTION 4.03. Remittance Reports and Other Reports to
                                         the Trustee; Advances; Payments in
                                         Respect of Prepayment Interest
                                         Shortfalls.

                  (a)      On the Servicer Reporting Date, the Servicer shall
deliver to the Trustee, the Seller and the NIMS Insurer by telecopy (or by such
other means as the Servicer, the Trustee, the Seller and the NIMS Insurer may
agree from time to time) a Remittance Report with respect to the related
Distribution Date. Such Remittance Report shall include (i) the amount of
Advances to be made by the Servicer in respect of the related Distribution Date,
the aggregate amount of Advances outstanding after giving effect to such
Advances, and the aggregate amount of Nonrecoverable Advances in respect of such
Distribution Date and (ii) such other information with respect to the Mortgage
Loans as the Trustee may reasonably require to perform the calculations
necessary to make the distributions contemplated by Section 4.01 and to prepare
the statements to Certificateholders contemplated by Section 4.02. The Trustee
shall not be responsible to recompute, recalculate or verify any information
provided to it by the Servicer.

                  The Servicer, within fifteen days after a request from any of
the Trustee, the Seller or the NIMS Insurer, shall forward a statement prepared
by the Servicer setting forth the status of the Collection Account as of the
close of business of any prior Distribution Date, showing, for the period
covered by such statement information regarding the Collection Account that is
mutually agreed upon by the Servicer and the Seller. Copies of such statement
shall be provided by the Trustee to any Certificateholder or the Certificate
Owner and to any Person identified to the Trustee as a prospective transferee of
a Certificate, upon request (and the Trustee shall promptly request such report
from the Servicer upon receipt of such request), at the expense of the
requesting party, provided such statement is delivered by the Servicer to the
Trustee.

                  (b)      The amount of Advances to be made by the Servicer for
any Distribution Date shall equal, subject to Section 4.03(d), the sum of (i)
the aggregate amount of Monthly Payments (with each interest portion thereof net
of the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans, which Monthly Payments were delinquent as of the close of
business on the related Determination Date and (ii) with respect to each
second-lien Mortgage Loan and REO Property, which REO Property was acquired
during or prior to the



                                      110
<PAGE>


related Prepayment Period and as to which such REO Property an REO Disposition
did not occur during the related Prepayment Period, an amount equal to the
interest portion of the related Monthly Payment net of the related Servicing
Fee.

                  On or before 1:00 p.m. New York time on the Servicer
Remittance Date, the Servicer shall remit in immediately available funds to the
Trustee for deposit in the Distribution Account an amount equal to the aggregate
amount of Advances, if any, to be made in respect of the Mortgage Loans and REO
Properties for the related Distribution Date either (i) from its own funds, (ii)
from the Collection Account, to the extent of funds held therein for future
distribution (in which case, it shall cause to be made an appropriate entry in
the records of the Collection Account that amounts held for future distribution
have been, as permitted by this Section 4.03, used by the Servicer in discharge
of any such Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of Advances to be made by the Servicer with respect
to the Mortgage Loans and REO Properties. Any amounts held for future
distribution used by the Servicer to make an Advance as permitted in the
preceding sentence or withdrawn by the Servicer as permitted in Section
3.05(a)(vii) in reimbursement of Advances previously made shall be appropriately
reflected in the Servicer's records and replaced by the Servicer by deposit in
the Collection Account on or before any future Servicer Remittance Date to the
extent that the Available Funds for the related Distribution Date (determined
without regard to Advances to be made on the Servicer Remittance Date) shall be
less than the total amount that would be distributed to the Classes of
Certificateholders pursuant to Section 4.01 on such Distribution Date if such
amounts held for future distributions had not been so used to make Advances. The
Trustee shall provide notice to the Servicer, the Seller and the NIMS Insurer by
telecopy by the close of business on any Servicer Remittance Date in the event
that the amount remitted by the Servicer to the Trustee on such date is less
than the Advances required to be made by the Servicer for the related
Distribution Date.

                  (c)      The obligation of the Servicer to make such Advances
is mandatory, notwithstanding any other provision of this Agreement but subject
to (d) below, and, with respect to any Mortgage Loan or REO Property, shall
continue until a Final Recovery Determination in connection therewith or the
removal thereof from REMIC I pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section.

                  (d)      Notwithstanding anything herein to the contrary, no
Advance or Servicing Advance shall be required to be made hereunder by the
Servicer if such Advance or Servicing Advance would, if made, constitute a
Nonrecoverable Advance or Nonrecoverable Servicing Advance. The determination by
the Servicer that it has made a Nonrecoverable Advance or a Nonrecoverable
Servicing Advance or that any proposed Advance or Servicing Advance, if made,
would constitute a Nonrecoverable Advance or Nonrecoverable Servicing Advance,
respectively, shall be evidenced by an Officers' Certificate of the Servicer
delivered to the Trustee and the NIMS Insurer.

                  (e)      The Servicer shall deliver to the Trustee for deposit
into the Distribution Account on or before 1:00 p.m. New York time on the
Servicer Remittance Date from its own funds an amount ("Compensating Interest")
equal to the lesser of (i) the aggregate of the Prepayment Interest Shortfalls
for the related Distribution Date resulting solely from Principal Prepayments
during the related Prepayment Period and (ii) the amount of its aggregate
Servicing



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Fee for the most recently ended calendar month. The Servicer shall not have the
right to reimbursement for any amounts remitted to the Trustee in respect of
Prepayment Interest Shortfalls. Such amounts so remitted shall be included in
the Available Funds and distributed therewith on the next Distribution Date. The
Servicer shall not be obligated to pay any amounts with respect to Relief Act
Interest Shortfalls.

                           SECTION 4.04. Allocation of Realized Losses.

                  (a)      On or before each Determination Date, the Servicer
shall determine as to each Mortgage Loan and REO Property: (i) the total amount
of Realized Losses, if any, incurred in connection with any Final Recovery
Determinations made during the related Prepayment Period; (ii) whether and the
extent to which such Realized Losses constituted Bankruptcy Losses; and (iii)
the respective portions of such Realized Losses allocable to interest and
allocable to principal. On or before each Determination Date, the Servicer shall
also determine as to each Mortgage Loan: (A) the total amount of Realized
Losses, if any, incurred in connection with any Deficient Valuations made during
the related Prepayment Period; and (B) the total amount of Realized Losses, if
any, incurred in connection with Debt Service Reductions in respect of Monthly
Payments due during the related Due Period. The information described in the two
preceding sentences that is to be supplied by the Servicer shall be evidenced by
an Officers' Certificate delivered to the Trustee by the Servicer on the
Servicer Reporting Date immediately following the end of (x) in the case of
Bankruptcy Losses allocable to interest, the Due Period during which any such
Realized Loss was incurred, and (y) in the case of all other Realized Losses,
the Prepayment Period during which any such Realized Loss was incurred.

                  (b)      All Realized Losses on the Mortgage Loans shall be
allocated by the Trustee on each Distribution Date as follows: FIRST, in
reduction of interest accrued on and otherwise distributable to the Class CE
Certificates to the extent of Net Monthly Excess Cashflow used to pay principal
on the Class A Certificates and the Mezzanine Certificates under clause (i)
under Section 4.01 hereof; SECOND, in reduction of interest accrued on and
otherwise distributable to the Class CE Certificates to the extent of Net
Monthly Excess Cashflow available for distribution pursuant to clauses (ii)
through (vi) of Section 4.01(a)(4) hereof; and THIRD, in reduction of the
Certificate Principal Balance of the Class CE Certificates (determined after
taking into account all distributions made on the Certificates on such
Distribution Date), until the Certificate Principal Balance thereof has been
reduced to zero. If on any Distribution Date, after all distributions are made
by the Trustee pursuant to Section 4.01 hereof, the aggregate Certificate
Principal Balance of the Class A Certificates, the Mezzanine Certificates and
the Class P Certificates exceeds the sum of the Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after taking into
account prepayments during the related Prepayment Period), the amount of such
excess shall be allocated: FIRST, to the Class M-11 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; SECOND, to the
Class M-10 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; THIRD, to the Class M-9 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; FOURTH, to the
Class M-8 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; FIFTH, to the Class M-7 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; sixth, to the Class M-6
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; SEVENTH, to the Class M-5



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Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; EIGHTH, to the Class M-4 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, NINTH, to the Class M-3 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero, TENTH,
to the Class M-2 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero and ELEVENTH, to the Class M-1 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero.

                  Any such allocation to a Class of Mezzanine Certificates on
any Distribution Date shall be made by reducing the Certificate Principal
Balance thereof (after the actual distributions to be made on such Distribution
Date pursuant to Section 4.01 hereof) by the amount so allocated; any allocation
of Realized Losses to a Class CE Certificate shall be made by reducing the
amount otherwise payable in respect thereof pursuant to Section 4.01(a)(4). No
allocations of any Realized Losses shall be made to the Certificate Principal
Balances of the Class A Certificates or the Class P Certificates.

                  As used herein, an allocation of a Realized Loss on a "PRO
RATA basis" among two or more specified Classes of Certificates means an
allocation on a PRO RATA basis, among the various Classes so specified, to each
such Class of Certificates on the basis of their then outstanding Certificate
Principal Balances prior to giving effect to distributions to be made on such
Distribution Date. All Realized Losses and all other losses allocated to a Class
of Certificates hereunder shall be allocated among the Certificates of such
Class in proportion to the Percentage Interests evidenced thereby.

                  All Realized Losses on the Mortgage Loans shall be allocated
by the Trustee on each Distribution Date, to the Uncertificated Balances of
REMIC I Regular Interest I-LT1SWAP1 through I-LT1SWAP51, sequentially, until the
Uncertificated Balance of each such REMIC I Regular Interest has been reduced to
zero.

                  (c)      All Realized Losses on the Mortgage Loans shall be
allocated by the Trustee on each Distribution Date to the following REMIC II
Regular Interests in the specified percentages, as follows: first, to
Uncertificated Interest payable to the REMIC II Regular Interest II-LTAA and
REMIC II Regular Interest II-LTZZ up to an aggregate amount equal to the REMIC
II Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Balances of the REMIC II Regular Interest II-LTAA and REMIC II
Regular Interest II-LTZZ up to an aggregate amount equal to the REMIC II
Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM11 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM11 has been reduced to zero; fourth, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM10 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM10 has been reduced to
zero; fifth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM9 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM9 has been reduced to zero; sixth, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM8 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular



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Interest II-LTM8 has been reduced to zero; seventh, to the Uncertificated
Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM7
and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM7 has been reduced to
zero; eighth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM6 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM6 has been reduced to zero; ninth, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM5 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM5 has been reduced to zero; tenth, to the Uncertificated Balances of REMIC
II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM4 and REMIC II
Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC II Regular Interest II-LTM4 has been reduced to zero; eleventh,
to the Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II
Regular Interest II-LTM3 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM3 has been reduced to zero; twelfth, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM2 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM2 has been reduced to
zero, and thirteenth, to the Uncertificated Balances of REMIC II Regular
Interest II-LTAA, REMIC II Regular Interest II-LTM1 and REMIC II Regular
Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC II Regular Interest II-LTM1 has been reduced to zero.

                           SECTION 4.05. Compliance with Withholding
                                         Requirements.

                  Notwithstanding any other provision of this Agreement, the
Trustee shall comply with all federal withholding requirements respecting
payments to Certificateholders of interest or original issue discount that the
Trustee reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall indicate the amount withheld to such
Certificateholders.

                           SECTION 4.06. Commission Reporting.

                  (a)      The Trustee shall reasonably cooperate with the
Depositor in connection with the Trust's satisfying the reporting requirements
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Trustee shall prepare on behalf of the Trust any Forms 8-K and 10-K (or other
comparable required form containing the same or comparable information or other
information mutually agreed upon) customary for similar securities as required
by the Exchange Act and the Rules and Regulations of the Commission thereunder,
and the Depositor shall sign (or shall cause another entity acceptable to the
Commission to sign) and the Trustee shall file (via the Commission's Electronic
Data Gathering and Retrieval System) such forms on behalf of the Depositor (or
such other entity). The Depositor hereby grants to the Trustee a limited power
of attorney to execute any Form 8-K and file each such document on behalf of the
Depositor. Such power of attorney shall continue until the earlier of (i)
receipt by the Trustee from the Depositor of written termination of such power
of attorney and (ii) the



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termination of the Trust. Notwithstanding anything herein to the contrary, the
Depositor, and not the Trustee, shall be responsible for executing each Form
10-K filed on behalf of the Trust.

                  (b)      Each Form 8-K shall be filed by the Trustee within 15
days after each Distribution Date, with a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
March 30th of each year (or such earlier date as may be required by the Exchange
Act and the Rules and Regulations of the Commission), the Trustee shall file a
Form 10-K, in substance as required by applicable law or applicable Commission
staff's interpretations. Such Form 10-K shall include as exhibits the Servicer's
annual statement of compliance described under Section 3.19 and the accountant's
report described under Section 3.20, in each case to the extent they have been
timely delivered to the Trustee. If they are not so timely delivered, the
Trustee shall file an amended Form 10-K including such documents as exhibits
reasonably promptly after they are delivered to the Trustee. The Trustee shall
have no liability with respect to any failure to properly prepare or file such
periodic reports resulting from or relating to the Trustee's inability or
failure to obtain any information not resulting from its own negligence or
willful misconduct. The Form 10-K shall also include a certification in the form
attached hereto as Exhibit J-1 (the "Certification"), which shall be signed by
the senior officer of the Depositor in charge of securitization.

                  (c)      In addition, (x) the Trustee shall sign a
certification (in the form attached hereto as Exhibit J-2) for the benefit of
the Depositor and its officers, directors and Affiliates regarding certain
aspects of items 1 through 3 of the Certification (the "Trustee's
Certification") (provided, however, that the Trustee shall not undertake an
analysis of the accountant's report attached as an exhibit to the Form 10-K) and
(y) the Servicer shall sign a certification (in the form attached hereto as
Exhibit J-3) for the benefit of the Depositor, the Trustee and their officers,
directors and Affiliates regarding certain aspects of the Certification (the
"Servicer Certification"). The Servicer Certification shall be delivered to the
Depositor and the Trustee no later than March 15th of each year (or if such day
is not a Business Day, the immediately preceding Business Day). The Trustee's
Certification shall be delivered to the Depositor by no later than March 18th of
each year (or if such day is not a Business Day, the immediately preceding
Business Day) and the Depositor shall deliver the Certification to the Trustee
for filing no later than March 20th of each year (or if such day is not a
Business Day, the immediately preceding Business Day).

                  In addition, the Trustee shall indemnify and hold harmless the
Depositor and its officers, directors and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the Trustee's obligations under this Section 4.06 or the
Trustee's negligence, bad faith or willful misconduct in connection therewith.
The Depositor shall indemnify and hold harmless the Trustee and its officers,
directors and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
Depositor's obligations under this Section 4.06 or the Depositor's negligence,
bad faith or willful misconduct in connection therewith. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the
Depositor or the Trustee, as applicable, then the other party, in connection
with a breach of its respective obligations under this Section 4.06 or



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its respective negligence, bad faith or willful misconduct in connection
therewith, agrees that it shall contribute to the amount paid or payable by the
other party as a result of the losses, claims, damages or liabilities of the
other party in such proportion as is appropriate to reflect the relative fault
of the Depositor on the one hand and the Trustee on the other.

                  In addition, the Servicer shall indemnify and hold harmless
the Depositor and its officers, directors and Affiliates from and against any
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach of the Servicer's obligations under this Section 4.06 or the
Servicer's negligence, bad faith or willful misconduct in connection therewith.
The Depositor shall indemnify and hold harmless the Servicer and its officers,
directors and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon a breach of the
Depositor's obligations under this Section 4.06 or the Depositor's negligence,
bad faith or willful misconduct in connection therewith. If the indemnification
provided for herein is unavailable or insufficient to hold harmless the
Depositor or the Servicer, as applicable, then the other party, in connection
with a breach of its respective obligations under this Section 4.06 or its
respective negligence, bad faith or willful misconduct in connection therewith,
agrees that it shall contribute to the amount paid or payable by the other party
as a result of the losses, claims, damages or liabilities of the other party in
such proportion as is appropriate to reflect the relative fault of the Depositor
on the one hand and the Servicer on the other.

                  (d)      Upon any filing with the Commission, the Trustee
shall promptly deliver to the Depositor a copy of any executed report, statement
or information.

                  (e)      Prior to January 30th of the first year in which the
Trustee is able to do so under applicable law, the Trustee shall file a Form 15
Suspension Notification with respect to the Trust Fund.

                  (f)      To the extent that, following the Closing Date, the
Depositor certifies that reports and certifications differing from those
required under this Section 4.06 comply with the reporting requirements under
the Exchange Act, the Trustee hereby agrees that it shall reasonably cooperate
to amend the provisions of this Section 4.06 (in accordance with Section 11.01)
in order to comply with such amended reporting requirements and such amendment
of this Section 4.06. Any such amendment may result in the reduction of the
reports filed by the Depositor under the Exchange Act. Notwithstanding the
foregoing, the Trustee shall not be obligated to enter into any amendment
pursuant to this Section that adversely affects its obligations and immunities
under this Agreement.

                           SECTION 4.07. Reserved.

                           SECTION 4.08. Reserved.

                           SECTION 4.09. Swap Account

                  (a)      No later than the Closing Date, the Trustee shall
establish and maintain with itself, as agent for the Trustee, a separate,
segregated trust account titled, "Swap Account,



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Wells Fargo Bank, N.A., as Trustee, in trust for the Swap Provider and the
registered holders of Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WLL1." Such account shall be an Eligible Account and
amounts therein shall be held uninvested.

                  (b)      On each Distribution Date, prior to any distribution
to any Certificate, the Trustee shall deposit into the Swap Account pursuant to
3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment
owed to the Swap Provider from funds collected and received with respect to the
Mortgage Loans prior to the determination of Available Funds and (ii) amounts
received by the Trustee from the Swap Administrator pursuant to the swap
administration agreement, dated as of the Closing Date, among the Wells Fargo
Bank, N.A. in its capacity as Trustee, Wells Fargo Bank, N.A. in its capacity as
Swap Administrator and Ameriquest Mortgage Company (the "Swap Administration
Agreement").

                  (c)      For federal income tax purposes, the Swap
Administration Account shall be owned by the majority Holder of the Class CE
Certificates.

                  Notwithstanding the foregoing, for federal income tax
purposes, the calculations of Uncertificated Interest accrued on the Class
SWAP-IO Interest shall be deemed to have been paid to the Swap Account
regardless of any reduction in the actual amounts paid to the Swap Account
resulting from the calculation of the Net Swap Payment.

                           SECTION 4.10. Net WAC Rate Carryover Reserve Account.

                  (a)      No later than the Closing Date, the Trustee shall
establish and maintain with itself, as agent for the Trustee, a separate,
segregated trust account titled, "Net WAC Rate Carryover Reserve Account, Wells
Fargo Bank, N.A., as Trustee, in trust for the registered Holders of Park Place
Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-WLL1."

                  (b)      On each Distribution Date as to which there is a Net
WAC Rate Carryover Amount payable to the Class A Certificates or the Mezzanine
Certificates, the Trustee has been directed by the Class CE Certificateholders
to, and therefore shall, deposit into the Net WAC Rate Carryover Reserve Account
the amount of such Net WAC Rate Carryover Amount, rather than distributing such
amounts to the Class CE Certificateholders. On each such Distribution Date, the
Trustee shall hold all such amounts for the benefit of the Holders of the Class
A Certificates and the Mezzanine Certificates, and shall distribute such amounts
to the Holders of the Class A Certificates and the Mezzanine Certificates in the
amounts and priorities set forth in Section 4.01(b).

                  (c)      For federal and state income tax purposes, the Class
CE Certificateholders shall be deemed to be the owners of the Net WAC Rate
Carryover Reserve Account and all amounts deposited into the Net WAC Rate
Carryover Reserve Account shall be treated as amounts distributed by REMIC III
to the Holders of the Class CE Interest and by REMIC IV to the Holders of the
Class CE Certificates. Upon the termination of the Trust, or the payment in full
of the Class A Certificates and the Mezzanine Certificates, all amounts
remaining on deposit in the Net WAC Rate Carryover Reserve Account shall be
released by the Trust and distributed to the Class CE Certificateholders or
their designees. The Net WAC Rate Carryover Reserve



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Account shall be part of the Trust but not part of any REMIC and any payments to
the Holders of the Class A Certificates or the Mezzanine Certificates of Net WAC
Rate Carryover Amounts shall not be payments with respect to a "regular
interest" in a REMIC within the meaning of Code Section 860(G)(a)(1).

                  (d)      By accepting a Class CE Certificate, each Class CE
Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is
directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
described above on each Distribution Date as to which there is any Net WAC Rate
Carryover Amount rather than distributing such amounts to the Class CE
Certificateholders. By accepting a Class CE Certificate, each Class CE
Certificateholder further agrees that such direction is given for good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
such acceptance.

                  (e)      At the written direction of the Holders of a majority
in Percentage Interest in the Class CE Certificates, the Trustee shall direct
any depository institution maintaining the Net WAC Rate Carryover Reserve
Account to invest the funds in such account in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand,
(i) no later than the Business Day immediately preceding the date on which such
funds are required to be withdrawn from such account pursuant to this Agreement,
if a Person other than the Trustee or an Affiliate manages or advises such
investment, and (ii) no later than the date on which such funds are required to
be withdrawn from such account pursuant to this Agreement, if the Trustee or an
Affiliate manages or advises such investment. If no investment direction of the
Holders of a majority in Percentage Interest in the Class CE Certificates with
respect to the Net WAC Rate Carryover Reserve Account is received by the
Trustee, the Trustee shall invest the funds pursuant to clause (vi) of the
definition of Permitted Investments. Interest earned on such investment shall be
deposited into the Net WAC Rate Carryover Reserve Account.

                  (f)      For federal income tax return and information
reporting, the value assigned to the right of the Holders of the Class A and
Mezzanine Certificates to receive payments from the Net WAC Rate Carryover
Reserve Account in respect of any Net WAC Rate Carryover Amount shall be DE
MINIMIS.



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                                    ARTICLE V

                                THE CERTIFICATES

                           SECTION 5.01. The Certificates.

                  (a)      The Certificates in the aggregate shall represent the
entire beneficial ownership interest in the Mortgage Loans and all other assets
included in REMIC I. At the Closing Date, the aggregate Certificate Principal
Balance of the Certificates shall equal the aggregate Stated Principal Balance
of the Mortgage Loans.

                  The Certificates shall be substantially in the forms annexed
hereto as Exhibits A-1 through A-23. The Certificates of each Class shall be
issuable in registered form only, in denominations of authorized Percentage
Interests as described in the definition thereof. Each Certificate shall share
ratably in all rights of the related Class.

                  Upon original issue, the Certificates shall be executed by the
Trustee, and delivered by the Trustee and the Trustee shall cause the
Certificates to be authenticated by the Certificate Registrar to or upon the
order of the Depositor. The Certificates shall be executed and attested by
manual or facsimile signature on behalf of the Trustee by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trustee shall bind
the Trustee notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided herein executed by the
Certificate Registrar by manual signature, and such certificate of
authentication shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

                  (b)      The Class A Certificates and the Mezzanine
Certificates shall initially be issued as one or more Certificates held by the
Book-Entry Custodian or, if appointed to hold such Certificates as provided
below, the Depository, and registered in the name of the Depository or its
nominee and, except as provided below, registration of such Certificates may not
be transferred by the Trustee except to another Depository that agrees to hold
such Certificates for the respective Certificate Owners with Ownership Interests
therein. The Certificate Owners shall hold their respective Ownership Interests
in and to such Certificates through the book-entry facilities of the Depository
and, except as provided below, shall not be entitled to definitive, fully
registered Certificates ("Definitive Certificates") in respect of such Ownership
Interests. All transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance with the
procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall only
transfer the Ownership Interests in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures. The Trustee is hereby
initially appointed as the Book-Entry Custodian and hereby agrees to act as such
in accordance herewith and in accordance with the agreement that it



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has with the Depository authorizing it to act as such. The Book-Entry Custodian
may, and if it is no longer qualified to act as such, the Book-Entry Custodian
shall, appoint, by a written instrument delivered to the Depositor, the
Servicer, the Trustee (if the Trustee is not the Book-Entry Custodian) and any
other transfer agent (including the Depository or any successor Depository), to
act as Book-Entry Custodian under such conditions as the predecessor Book-Entry
Custodian and the Depository or any successor Depository may prescribe, provided
that the predecessor Book-Entry Custodian shall not be relieved of any of its
duties or responsibilities by reason of any such appointment of other than the
Depository. If the Trustee resigns or is removed in accordance with the terms
hereof, if it so elects, the Depository shall immediately succeed to its
predecessor's duties as Book-Entry Custodian. The Depositor shall have the right
to inspect, and to obtain copies of, any Certificates held as Book-Entry
Certificates by the Book-Entry Custodian.

                  The Trustee, the Servicer and the Depositor may for all
purposes (including the making of payments due on the Book-Entry Certificates)
deal with the Depository as the authorized representative of the Certificate
Owners with respect to the Book-Entry Certificates for the purposes of
exercising the rights of Certificateholders hereunder. The rights of Certificate
Owners with respect to the Book-Entry Certificates shall be limited to those
established by law and agreements between such Certificate Owners and the
Depository Participants and brokerage firms representing such Certificate
Owners. Multiple requests and directions from, and votes of, the Depository as
Holder of the Book-Entry Certificates with respect to any particular matter
shall not be deemed inconsistent if they are made with respect to different
Certificate Owners. The Trustee may establish a reasonable record date in
connection with solicitations of consents from or voting by Certificateholders
and shall give notice to the Depository of such record date.

                  If (i)(A) the Depositor advises the Trustee in writing that
the Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor or (ii) after the occurrence of a Servicer Event of Default,
Certificate Owners representing in the aggregate not less than 51% of the
Ownership Interests of the Book-Entry Certificates advise the Trustee through
the Depository, in writing, that the continuation of a book-entry system through
the Depository is no longer in the best interests of the Certificate Owners, the
Trustee shall notify all Certificate Owners, through the Depository, of the
occurrence of any such event and of the availability of Definitive Certificates
to Certificate Owners requesting the same. Upon surrender to the Trustee of the
Book-Entry Certificates by the Book-Entry Custodian or the Depository, as
applicable, accompanied by registration instructions from the Depository for
registration of transfer, the Trustee shall issue the Definitive Certificates.
Such Definitive Certificates shall be issued in minimum denominations of $25,000
($50,000 in the case of the Class M-6, Class M-7, Class M-8, Class M-9, Class
M-10 and the Class M-11 Certificates), except that any beneficial ownership that
was represented by a Book-Entry Certificate in an amount less than $25,000
immediately prior to the issuance of a Definitive Certificate shall be issued in
a minimum denomination equal to the amount represented by such Book-Entry
Certificate. None of the Depositor, the Servicer, or the Trustee shall be liable
for any delay in the delivery of such instructions and may conclusively rely on,
and shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates all references herein to obligations imposed upon or to
be performed by the



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Depository shall be deemed to be imposed upon and performed by the Trustee, to
the extent applicable with respect to such Definitive Certificates, and the
Trustee shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.

                           SECTION 5.02. Registration of Transfer and Exchange
                                         of Certificates.

                  (a)      The Trustee shall cause to be kept at one of the
offices or agencies to be appointed by the Trustee in accordance with the
provisions of Section 8.12 a Certificate Register for the Certificates in which,
subject to such reasonable regulations as it may prescribe, the Trustee shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Trustee shall initially serve as
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided. The Certificate Registrar may
appoint, by a written instrument delivered to the Servicer and the Depositor,
any other bank or trust company to act as Certificate Registrar under such
conditions as the predecessor Certificate Registrar may prescribe, provided that
the predecessor Certificate Registrar shall not be relieved of any of its duties
or responsibilities hereunder by reason of such appointment. If the Trustee
shall at any time not be the Certificate Registrar, the Trustee shall have and
maintain the right to inspect the Certificate Register or to obtain a copy
thereof at all reasonable times, and to rely conclusively upon a certificate of
the Certificate Registrar as to the information set forth in the Certificate
Register.

                  (b)      No transfer of any Class M-6, Class M-7, Class M-8,
Class M-9, Class M-10 and the Class M-11, Class CE, Class P or Residual
Certificate (the "Private Certificates") shall be made unless that transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of a Private Certificate is to be made without
registration or qualification (other than in connection with (i) the initial
transfer of any such Certificate by the Depositor to an affiliate of the
Depositor, (ii) the transfer of any such Class CE, Class P or Residual
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Class CE, Class P or Residual
Certificate from the issuer under the Indenture or the indenture trustee under
the Indenture to the Depositor or an Affiliate of the Depositor), the Trustee
and the Certificate Registrar shall each require receipt of: (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Certificateholder desiring to effect the
transfer and from such Certificateholder's prospective transferee, substantially
in the forms attached hereto as Exhibit F-1; and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration (which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee, the Servicer, or the Trust Fund), together with copies
of the written certification(s) of the Certificateholder desiring to effect the
transfer and/or such Certificateholder's prospective transferee upon which such
Opinion of Counsel is based, if any. None of the Depositor, the Certificate
Registrar or the Trustee is obligated to register or qualify the Private
Certificates under the 1933 Act or any other securities laws or to take any
action not otherwise required under this Agreement to permit the transfer of
such Certificates without registration or qualification. If a transfer of an
Ownership Interest in the Class M-6, Class M-7,



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Class M-8, Class M-9, Class M-10 and the Class M-11 Certificates is to be made
without registration under the 1933 Act (other than in connection with the
initial transfer of any such Certificate by the Depositor to an affiliate of the
Depositor, then the Certificate Registrar shall refuse to register such transfer
unless it receives (and upon receipt, may conclusively rely upon) a certificate
from the Certificateholder desiring to effect such transfer and a certificate
from such Certificateholder's prospective transferee (which in the case of the
Book-Entry Certificates, the Certificateholder and the Certificateholder's
prospective transferee shall be deemed to have represented such certification),
to the effect that, among other things, the transfer is being made to a
qualified institutional buyer as defined in Rule 144A under the Securities Act
in accordance with Rule 144A. Any Certificateholder desiring to effect the
transfer of a Private Certificate shall, and does hereby agree to, indemnify the
Trustee, the Depositor, the Certificate Registrar and the Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  Notwithstanding the foregoing, no certification or Opinion of
Counsel described in this Section 5.02(b) shall be required in connection with
the transfer, on the Closing Date, of any Residual Certificate by the Depositor
to an "accredited investor" within the meaning of Rule 501(d) of the 1933 Act.

                  (c)      No transfer of a Certificate or any interest therein
shall be made to any Plan subject to ERISA or Section 4975 of the Code, any
Person acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with "Plan Assets" of a Plan within the meaning of
the Department of Labor regulation promulgated at 29 C.F.R. ss. 2510.3-101
("Plan Assets"), as certified by such transferee in the form of Exhibit G,
unless the Trustee is provided with an Opinion of Counsel for the benefit of the
Trust Fund, the Depositor, the Trustee and the Servicer and on which they may
rely, which shall be to the effect that the purchase and holding of such
Certificates is permissible under applicable law, shall not constitute or result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code
and shall not subject the Depositor, the Servicer, the Trustee or the Trust Fund
to any obligation or liability (including obligations or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
the NIMS Insurer, the Trustee or the Trust Fund. Neither an Opinion of Counsel
nor any certification shall be required in connection with (i) the initial
transfer of any such Certificate by the Depositor to an affiliate of the
Depositor, (ii) the transfer of any such Class CE, Class P or Residual
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Class CE, Class P or Residual
Certificate from the issuer under the Indenture or the indenture trustee under
the Indenture to the Depositor or an Affiliate of the Depositor (in which case,
the Depositor or any affiliate thereof shall have deemed to have represented
that it is not purchasing with Plan Assets) and the Trustee shall be entitled to
conclusively rely upon a representation (which, upon the request of the Trustee,
shall be a written representation) from the Depositor of the status of such
transferee as an affiliate of the Depositor.

                  If any Certificate or any interest therein is acquired or held
in violation of the provisions of the preceding paragraphs, the next preceding
permitted beneficial owner shall be treated as the beneficial owner of that
Certificate retroactive to the date of transfer to the



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purported beneficial owner. Any purported beneficial owner whose acquisition or
holding of any such Certificate or interest therein was effected in violation of
the provisions of the preceding paragraph shall indemnify and hold harmless the
Depositor, the Servicer, the Trustee, the NIMS Insurer and the Trust Fund from
and against any and all liabilities, claims, costs or expenses incurred by those
parties as a result of that acquisition or holding.

                  (d)(i)   Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Certificate
Registrar or its designee under clause (iii)(A) below to deliver payments to a
Person other than such Person and to negotiate the terms of any mandatory sale
under clause (iii)(B) below and to execute all instruments of Transfer and to do
all other things necessary in connection with any such sale. The rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:

                  (A)      Each Person holding or acquiring any Ownership
         Interest in a Residual Certificate shall be a Permitted Transferee and
         shall promptly notify the Certificate Registrar of any change or
         impending change in its status as a Permitted Transferee.

                  (B)      In connection with any proposed Transfer of any
         Ownership Interest in a Residual Certificate, the Certificate Registrar
         shall require delivery to it and shall not register the Transfer of any
         Residual Certificate until its receipt of an affidavit and agreement (a
         "Transfer Affidavit and Agreement"), in the form attached hereto as
         Exhibit F-2 from the proposed Transferee, in form and substance
         satisfactory to the Certificate Registrar, representing and warranting,
         among other things, that such Transferee is a Permitted Transferee,
         that it is not acquiring its Ownership Interest in the Residual
         Certificate that is the subject of the proposed Transfer as a nominee,
         trustee or agent for any Person that is not a Permitted Transferee,
         that for so long as it retains its Ownership Interest in a Residual
         Certificate, it shall endeavor to remain a Permitted Transferee, and
         that it has reviewed the provisions of this Section 5.02(d) and agrees
         to be bound by them.

                  (C)      Notwithstanding the delivery of a Transfer Affidavit
         and Agreement by a proposed Transferee under clause (B) above, if a
         Responsible Officer of the Certificate Registrar who is assigned to
         this transaction has actual knowledge that the proposed Transferee is
         not a Permitted Transferee, no Transfer of an Ownership Interest in a
         Residual Certificate to such proposed Transferee shall be effected.

                  (D)      Each Person holding or acquiring any Ownership
         Interest in a Residual Certificate shall agree (x) to require a
         Transfer Affidavit and Agreement from any other Person to whom such
         Person attempts to transfer its Ownership Interest in a Residual
         Certificate and (y) not to transfer its Ownership Interest unless it
         provides a Transferor Affidavit (in the form attached hereto as Exhibit
         F-2), to the Certificate Registrar stating that, among other things, it
         has no actual knowledge that such other Person is not a Permitted
         Transferee.



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                  (E)      Each Person holding or acquiring an Ownership
         Interest in a Residual Certificate, by purchasing an Ownership Interest
         in such Certificate, agrees to give the Certificate Registrar written
         notice that it is a "pass-through interest holder" within the meaning
         of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A)
         immediately upon acquiring an Ownership Interest in a Residual
         Certificate, if it is, or is holding an Ownership Interest in a
         Residual Certificate on behalf of, a "pass-through interest holder."

                  (ii)     The Certificate Registrar shall register the Transfer
of any Residual Certificate only if it shall have received the Transfer
Affidavit and Agreement and all of such other documents as shall have been
reasonably required by the Certificate Registrar as a condition to such
registration. In addition, no Transfer of a Residual Certificate shall be made
unless the Certificate Registrar shall have received a representation letter
from the Transferee of such Certificate to the effect that such Transferee is a
Permitted Transferee.

                  (iii)(A) If any purported Transferee shall become a Holder of
a Residual Certificate in violation of the provisions of this Section 5.02(d),
then the last preceding Permitted Transferee shall be restored, to the extent
permitted by law, to all rights as Holder thereof retroactive to the date of
registration of such Transfer of such Residual Certificate. The Certificate
Registrar shall be under no liability to any Person for any registration of
Transfer of a Residual Certificate that is in fact not permitted by this Section
5.02(d) or for making any payments due on such Certificate to the Holder thereof
or for taking any other action with respect to such Holder under the provisions
of this Agreement.

                  (B)      If any purported Transferee shall become a Holder of
         a Residual Certificate in violation of the restrictions in this Section
         5.02(d) and to the extent that the retroactive restoration of the
         rights of the Holder of such Residual Certificate as described in
         clause (iii)(A) above shall be invalid, illegal or unenforceable, then
         the Certificate Registrar shall have the right, without notice to the
         Holder or any prior Holder of such Residual Certificate, to sell such
         Residual Certificate to a purchaser selected by the Certificate
         Registrar on such terms as the Certificate Registrar may choose. Such
         purported Transferee shall promptly endorse and deliver each Residual
         Certificate in accordance with the instructions of the Certificate
         Registrar. Such purchaser may be the Certificate Registrar itself or
         any Affiliate of the Certificate Registrar. The proceeds of such sale,
         net of the commissions (which may include commissions payable to the
         Certificate Registrar or its Affiliates), expenses and taxes due, if
         any, shall be remitted by the Certificate Registrar to such purported
         Transferee. The terms and conditions of any sale under this clause
         (iii)(B) shall be determined in the sole discretion of the Certificate
         Registrar, and the Certificate Registrar shall not be liable to any
         Person having an Ownership Interest in a Residual Certificate as a
         result of its exercise of such discretion.

                  (iv)     The Trustee shall make available to the Internal
Revenue Service and those Persons specified by the REMIC Provisions all
information necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Residual Certificate to any Person who is a
Disqualified Organization, including the information described in Treasury
regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the
"excess inclusions" of such Residual Certificate and (B) as a result of any
regulated investment company, real estate



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investment trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest in a
Residual Certificate having as among its record Holders at any time any Person
which is a Disqualified Organization. Reasonable compensation for providing such
information may be accepted by the Trustee.

                  (v)      The provisions of this Section 5.02(d) set forth
prior to this subsection (v) may be modified, added to or eliminated, provided
that there shall have been delivered to the Trustee at the expense of the party
seeking to modify, add to or eliminate any such provision the following:

                  (A)      written notification from each Rating Agency to the
         effect that the modification, addition to or elimination of such
         provisions shall not cause such Rating Agency to downgrade its
         then-current ratings of any Class of Certificates; and

                  (B)      an Opinion of Counsel, in form and substance
         satisfactory to the Trustee, to the effect that such modification of,
         addition to or elimination of such provisions shall not cause any Trust
         REMIC to cease to qualify as a REMIC and shall not cause any Trust
         REMIC, as the case may be, to be subject to an entity-level tax caused
         by the Transfer of any Residual Certificate to a Person that is not a
         Permitted Transferee or (y) a Person other than the prospective
         transferee to be subject to a REMIC-tax caused by the Transfer of a
         Residual Certificate to a Person that is not a Permitted Transferee.

                  The Trustee shall forward to the NIMS Insurer a copy of the
items delivered to it pursuant to (A) and (B) above.

                  (e)      Subject to the preceding subsections, upon surrender
for registration of transfer of any Certificate at any office or agency of the
Trustee maintained for such purpose pursuant to Section 8.12, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in the
name of the designated Transferee or Transferees, one or more new Certificates
of the same Class of a like aggregate Percentage Interest.

                  (f)      At the option of the Holder thereof, any Certificate
may be exchanged for other Certificates of the same Class with authorized
denominations and a like aggregate Percentage Interest, upon surrender of such
Certificate to be exchanged at any office or agency of the Trustee maintained
for such purpose pursuant to Section 8.12. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and cause the Certificate
Registrar to authenticate and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee) be duly endorsed by, or be accompanied by a written instrument of
transfer in the form satisfactory to the Trustee and the Certificate Registrar
duly executed by, the Holder thereof or his attorney duly authorized in writing.
In addition, with respect to each Residual Certificate, the Holder thereof may
exchange, in the manner described above, the Class R Certificate for three
separate Certificates, each representing such Holder's respective Percentage
Interest in the Class R-I Interest, the Class R-II Interest and the Class R-III
Interest, respectively, in each case that was evidenced by the Class R
Certificate being exchanged and (ii) with respect to each Class R-X Certificate,
the Holder thereof may exchange, in the manner described above, such Class R-X
Certificate for two separate Certificates, each representing such



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Holder's respective Percentage Interest in the Class R-IV Interest and the Class
R-V Interest, respectively, in each case that was evidenced by the Class R-X
Certificate being exchanged.

                  (g)      No service charge to the Certificateholders shall be
made for any transfer or exchange of Certificates, but the Trustee may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

                  (h)      All Certificates surrendered for transfer and
exchange shall be canceled and destroyed by the Certificate Registrar in
accordance with its customary procedures.

                  (i)      The Trustee shall cause the Certificate Registrar
(unless the Trustee is acting as Certificate Registrar) to provide notice to the
Trustee of each transfer of a Certificate and to provide the Trustee with an
updated copy of the Certificate Register on the first Business Day in March and
August of each year, commencing in August 2005.

                  (j)      Any attempted or purported transfer of any
Certificate in violation of the provisions of Section 5.02(c) hereof shall be
void AB INITIO and such Certificate shall be considered to have been held
continuously by the prior permitted Holder.

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

                  If (i) any mutilated Certificate is surrendered to the Trustee
or the Certificate Registrar, or the Trustee and the Certificate Registrar
receive evidence to their satisfaction of the destruction, loss or theft of any
Certificate, and (ii) there is delivered to the Trustee, the NIMS Insurer and
the Certificate Registrar such security or indemnity as may be required by them
to save each of them harmless, then, in the absence of actual knowledge by the
Trustee or the Certificate Registrar that such Certificate has been acquired by
a bona fide purchaser, the Trustee shall execute and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of the same Class and of like denomination and Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Certificate Registrar) connected therewith. Any
replacement Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the applicable REMIC created
hereunder, as if originally issued, whether or not the lost, stolen or destroyed
Certificate shall be found at any time.

                           SECTION 5.04. Persons Deemed Owners.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer,
the Certificate Registrar and any agent of any of them may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.01 and for all
other purposes whatsoever, and none of the Depositor, the Servicer, the Trustee,
the Certificate Registrar, the NIMS Insurer or any agent of any of them shall be
affected by notice to the contrary.



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                           SECTION 5.05. Certain Available Information.

                  On or prior to the date of the first sale of any Private
Certificate to an Independent third party, the Depositor shall provide to the
Trustee ten copies of any private placement memorandum or other disclosure
document used by the Depositor in connection with the offer and sale of the
Private Certificates. In addition, if any such private placement memorandum or
disclosure document is revised, amended or supplemented at any time following
the delivery thereof to the Trustee, the Depositor promptly shall inform the
Trustee of such event and shall deliver to the Trustee ten copies of the private
placement memorandum or disclosure document, as revised, amended or
supplemented. The Trustee shall maintain at its Corporate Trust Office and shall
make available free of charge during normal business hours for review by any
Holder of a Certificate, Certificate Owner or any Person identified to the
Trustee as a prospective transferee of a Certificate, originals or copies of the
following items: (i) in the case of a Holder or prospective transferee of a
Private Certificate, the private placement memorandum or other disclosure
document relating to such Certificate, if any, in the form most recently
provided to the Trustee; and (ii) in all cases, (A) this Agreement and any
amendments hereof entered into pursuant to Section 11.01, (B) all monthly
statements required to be delivered to Certificateholders of the relevant Class
pursuant to Section 4.02 since the Closing Date, and all other notices, reports,
statements and written communications delivered to the Certificateholders of the
relevant Class pursuant to this Agreement since the Closing Date, (C) all
certifications delivered by a Responsible Officer of the Trustee since the
Closing Date pursuant to Section 10.01(h), (D) any and all Officers'
Certificates delivered to the Trustee by the Servicer since the Closing Date to
evidence the Servicer's determination that any Advance or Servicing Advance was,
or if made, would be a Nonrecoverable Advance or Nonrecoverable Servicing
Advance, respectively, and (E) any and all Officers' Certificates delivered to
the Trustee by the Servicer since the Closing Date pursuant to Section 4.04(a).
Copies and mailing of any and all of the foregoing items shall be available from
the Trustee upon request at the expense of the person requesting the same.



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                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

                           SECTION 6.01. Liability of the Depositor and the
                                         Servicer.

                  The Depositor and the Servicer each shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Depositor and the Servicer
herein.

                           SECTION 6.02. Merger or Consolidation of the
                                         Depositor or the Servicer.

                  Subject to the following paragraph, the Depositor shall keep
in full effect its existence, rights and franchises as a corporation under the
laws of the jurisdiction of its incorporation. Subject to the following
paragraph, the Servicer shall keep in full effect its existence, rights and
franchises as a limited partnership under the laws of the jurisdiction of its
formation and its qualification as an approved conventional seller/servicer for
Fannie Mae or Freddie Mac in good standing. The Depositor and the Servicer each
shall obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.

                  The Depositor or the Servicer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets to
any Person, in which case any Person resulting from any merger or consolidation
to which the Depositor or the Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Servicer, shall be the
successor of the Depositor or the Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to the Servicer shall
be qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac;
and provided further that the Rating Agencies' ratings of the Class A
Certificates and the Mezzanine Certificates in effect immediately prior to such
merger or consolidation shall not be qualified, reduced or withdrawn as a result
thereof (as evidenced by a letter to such effect from the Rating Agencies).

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

                  None of the Depositor, the NIMS Insurer, the Servicer or any
of the directors, officers, employees or agents of the Depositor or the Servicer
shall be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the NIMS Insurer, the Servicer
or any such person against any breach of warranties, representations or
covenants made herein, or against any specific liability imposed on the Servicer
pursuant hereto, or against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the



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performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Depositor, the NIMS Insurer, the Servicer or the Trustee
and any director, officer, employee or agent of the Depositor, the NIMS Insurer,
the Servicer or the Trustee may rely in good faith on any document of any kind
which, PRIMA FACIE, is properly executed and submitted by any Person respecting
any matters arising hereunder.

                  The Depositor, the NIMS Insurer, the Servicer and any
director, officer, employee or agent of the Depositor, the NIMS Insurer or the
Servicer shall be indemnified and held harmless by the Trust Fund against any
loss, liability or expense incurred in connection with any legal action relating
to this Agreement or the Certificates and any breach of a representation or
warranty regarding the Mortgage Loans, other than in the case of the Depositor
and the Servicer, any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of reckless disregard of obligations and duties hereunder. None of the
Depositor, the NIMS Insurer or the Servicer shall be under any obligation to
appear in, prosecute or defend any legal action unless such action is related to
its respective duties under this Agreement and, in its opinion, does not involve
it in any expense or liability; provided, however, that each of the Depositor,
the NIMS Insurer and the Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, unless the Depositor or the
Servicer acts without the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights (which consent shall not be necessary in the case
of litigation or other legal action by either to enforce their respective rights
or defend themselves hereunder), the legal expenses and costs of such action and
any liability resulting therefrom (except any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder) shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor, the NIMS Insurer and the Servicer shall be
entitled to be reimbursed therefor from the Collection Account as and to the
extent provided in Section 3.05, any such right of reimbursement being prior to
the rights of the Certificateholders to receive any amount in the Collection
Account.

                           SECTION 6.04. Limitation on Resignation of the
                                         Servicer.

                  The Servicer shall not resign from the obligations and duties
hereby imposed on it except (i) upon determination that its duties hereunder are
no longer permissible under applicable law or (ii) with the written consent of
the Trustee, the NIMS Insurer and written confirmation from each Rating Agency
(which confirmation shall be furnished to the Depositor, the NIMS Insurer and
the Trustee) that such resignation shall not cause such Rating Agency to reduce
the then current rating of the Class A Certificates or the Mezzanine
Certificates. Any such determination pursuant to clause (i) of the preceding
sentence, permitting the resignation of the Servicer, shall be evidenced by an
Opinion of Counsel to such effect obtained at the expense of the Servicer and
delivered to the Trustee and the NIMS Insurer. No resignation of the Servicer
shall become effective until the Trustee or a successor servicer acceptable to
the NIMS Insurer shall have assumed the Servicer's responsibilities, duties,
liabilities (other than those liabilities arising prior to the appointment of
such successor) and obligations under this Agreement.



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                  Except as expressly provided herein, the Servicer shall not
assign or transfer any of its rights, benefits or privileges hereunder to any
other Person, nor delegate to or subcontract with, nor authorize or appoint any
other Person to perform any of the duties, covenants or obligations to be
performed by the Servicer hereunder. If, pursuant to any provision hereof, the
duties of the Servicer are transferred to a successor Servicer, the entire
amount of the Servicing Fee and other compensation payable to the Servicer
pursuant hereto shall thereafter be payable to such successor Servicer.

                  The Trustee and the Depositor hereby specifically (i) consent
to the pledge and assignment by the Servicer of all of the Servicer's right,
title and interest in, to and under this Agreement to the Servicing Rights
Pledgee, for the benefit of certain lenders and (ii) provided that no Servicer
Event of Termination exists, agree that upon delivery to the Trustee by the
Servicing Rights Pledgee of a letter signed by the Servicer whereunder the
Servicer shall resign as Servicer under this Agreement, the Trustee shall, in
accordance with Section 7.02, appoint the Servicing Rights Pledgee or its
designee as successor Servicer, provided that at the time of such appointment,
the Servicing Rights Pledgee or such designee meets the requirements of a
successor Servicer pursuant to Section 7.02(a) hereof and agrees to be subject
to the terms of this Agreement. If, pursuant to any provision hereof, the duties
of the Servicer are transferred to a successor servicer, the entire amount of
the Servicing Fee and other compensation payable to the Servicer pursuant hereto
shall thereafter be payable to such successor servicer.

                           SECTION 6.05. Rights of the Depositor in Respect of
                                         the Servicer.

                  The Servicer shall afford (and any Sub-Servicing Agreement
shall provide that each Sub-Servicer shall afford) the Depositor, the NIMS
Insurer and the Trustee, upon reasonable advance notice in writing, during
normal business hours at the office designated by the Servicer, access to all
records maintained by the Servicer (and any such Sub-Servicer) in respect of the
Servicer's rights and obligations with respect to the Mortgage Loans hereunder
and access to officers of the Servicer (and those of any such Sub-Servicer)
responsible for such obligations. To the extent such information is not
otherwise available to the public, the Depositor, the NIMS Insurer and the
Trustee shall not disseminate any information obtained pursuant to the preceding
sentence without the Servicer's (or any such Sub-Servicer's) written consent,
except as required pursuant to this Agreement or to the extent that it is
appropriate to do so (i) in working with legal counsel, auditors, taxing
authorities or other governmental agencies, rating agencies or reinsurers or
(ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction or
decree of any court or governmental authority having jurisdiction over the
Depositor, the Trustee or the Trust Fund, and in either case, the Depositor, the
NIMS Insurer or the Trustee, as the case may be, shall use its best efforts to
assure the confidentiality of any such disseminated non-public information. The
Depositor may, but is not obligated to, enforce the obligations of the Servicer
under this Agreement and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Servicer under this
Agreement or exercise the rights of the Servicer under this Agreement; provided
that the Servicer shall not be relieved of any of its obligations under this
Agreement by virtue of such performance by the Depositor or its designee. The
Depositor shall not have any responsibility or liability for any action or
failure to act by the Servicer and is not obligated to supervise the performance
of the Servicer under this Agreement or otherwise.



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                           SECTION 6.06. Sub-Servicing Agreements Between the
                                         Servicer and Sub-Servicers.

                  (a)      The Servicer may enter into Sub-Servicing Agreements
(provided that such agreements would not result in a withdrawal or a downgrade
by any Rating Agency of the ratings on any Class of Certificates and the NIMS
Insurer shall have consented to such Sub-Servicing Agreement) with
Sub-Servicers, for the servicing and administration of the Mortgage Loans.

                  Each Sub-Servicer shall be (i) authorized to transact business
in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to enable
the Sub-Servicer to perform its obligations hereunder and under the
Sub-Servicing Agreement, (ii) an institution approved as a mortgage loan
originator by the Federal Housing Administration or an institution the deposit
accounts in which are insured by the FDIC and (iii) a Freddie Mac or Fannie Mae
approved mortgage servicer. Each Sub-Servicing Agreement must impose on the
Sub-Servicer requirements conforming to the provisions set forth in Section 6.11
and provide for servicing of the Mortgage Loans consistent with the terms of
this Agreement. The Servicer shall examine each Sub-Servicing Agreement and
shall be familiar with the terms thereof. The terms of any Sub-Servicing
Agreement shall not be inconsistent with any of the provisions of this
Agreement. The Servicer and the Sub-Servicers may enter into and make amendments
to the Sub-Servicing Agreements or enter into different forms of Sub-Servicing
Agreements; provided, however, that any such amendments or different forms shall
be consistent with and not violate the provisions of this Agreement, and that no
such amendment or different form shall be made or entered into which could be
reasonably expected to be materially adverse to the interests of the
Certificateholders, without the consent of the Holders of Certificates entitled
to at least 66% of the Voting Rights. Any variation without the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights from the
provisions set forth in Section 6.11, provisions relating to insurance in
Section 3.10 or priority requirements of Sub-Servicing Accounts, or credits and
charges to the Sub-Servicing Accounts or the timing and amount of remittances by
the Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent
with this Agreement and therefore prohibited. The Servicer shall deliver to the
Trustee and the NIMS Insurer copies of all Sub-Servicing Agreements, and any
amendments or modifications thereof, promptly upon the Servicer's execution and
delivery of such instruments.

                  Notwithstanding the foregoing, the parties hereto agree that
until the Servicing Transfer Date, Ameriquest Mortgage Company shall be a
Sub-Servicer of the Mortgage Loans.

                  (b)      As part of its servicing activities hereunder, the
Servicer, for the benefit of the Trustee and the Certificateholders, shall
enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement, including, without limitation, any obligation to make advances in
respect of delinquent payments as required by a Sub-Servicing Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements, and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Servicer, in its good faith business judgment, would require were it
the owner of the related Mortgage Loans. The Servicer shall pay the costs of
such enforcement at its own expense, and shall be reimbursed therefor only (i)
from a general



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recovery resulting from such enforcement, to the extent, if any, that such
recovery exceeds all amounts due in respect of the related Mortgage Loans or
(ii) from a specific recovery of costs, expenses or attorneys' fees against the
party against whom such enforcement is directed.

                           SECTION 6.07. Successor Sub-Servicers.

                  The Servicer, with the consent of the NIMS Insurer, shall be
entitled to terminate any Sub-Servicing Agreement and the rights and obligations
of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with
the terms and conditions of such Sub-Servicing Agreement. In the event of
termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer
shall be assumed simultaneously by the Servicer without any act or deed on the
part of such Sub-Servicer or the Servicer, and the Servicer either shall service
directly the related Mortgage Loans or shall enter into a Sub-Servicing
Agreement with a successor Sub-Servicer which qualifies under Section 6.06.

                  Any Sub-Servicing Agreement shall include the provision that
such agreement may be immediately terminated by the Trustee without fee, in
accordance with the terms of this Agreement, in the event that the Servicer
shall, for any reason, no longer be the Servicer (including termination due to a
Servicer Event of Default).

                           SECTION 6.08. Liability of the Servicer.

                  Notwithstanding any Sub-Servicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer
or otherwise, the Servicer shall remain obligated and primarily liable to the
Trustee and the Certificateholders for the servicing and administering of the
Mortgage Loans in accordance with the provisions of Section 3.01 without
diminution of such obligation or liability by virtue of such Sub-Servicing
Agreements or arrangements or by virtue of indemnification from the Sub-Servicer
and to the same extent and under the same terms and conditions as if the
Servicer alone were servicing and administering the Mortgage Loans. The Servicer
shall be entitled to enter into any agreement with a Sub-Servicer for
indemnification of the Servicer by such Sub-Servicer and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification.

                           SECTION 6.09. No Contractual Relationship Between
                                         Sub-Servicers and the NIMS Insurer, the
                                         Trustee or Certificateholders.

                  Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Servicer alone, and the NIMS Insurer, the Trustee and Certificateholders shall
not be deemed parties thereto and shall have no claims, rights, obligations,
duties or liabilities with respect to the Sub-Servicer except as set forth in
Section 6.10. The Servicer shall be solely liable for all fees owed by it to any
Sub-Servicer, irrespective of whether the Servicer's compensation pursuant to
this Agreement is sufficient to pay such fees.



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                           SECTION 6.10. Assumption or Termination of
                                         Sub-Servicing Agreements by Trustee.

                  In the event the Servicer shall for any reason no longer be
the Servicer (including termination due to a Servicer Event of Default), the
Trustee or its designee shall thereupon assume (or cause its designee or the
successor Servicer for the Trustee appointed pursuant to Section 7.02 to assume)
all of the rights and obligations of the Servicer under each Sub-Servicing
Agreement that the Servicer may have entered into, unless the Trustee elects to
terminate any Sub-Servicing Agreement in accordance with its terms as provided
in Section 6.07. Upon such assumption, the Trustee, its designee or the
successor servicer for the Trustee appointed pursuant to Section 7.02 shall be
deemed, subject to Section 6.07, to have assumed all of the Servicer's interest
therein and to have replaced the Servicer as a party to each Sub-Servicing
Agreement to the same extent as if each Sub-Servicing Agreement had been
assigned to the assuming party, except that (i) the Servicer shall not thereby
be relieved of any liability or obligations under any Sub-Servicing Agreement
and (ii) none of the Trustee, its designee or any successor Servicer shall be
deemed to have assumed any liability or obligation of the Servicer that arose
before it ceased to be the Servicer.

                  The Servicer at its expense shall, upon request of the
Trustee, deliver to the assuming party all documents and records relating to
each Sub-Servicing Agreement and the Mortgage Loans then being serviced and an
accounting of amounts collected and held by or on behalf of it, and otherwise
use its best efforts to effect the orderly and efficient transfer of the
Sub-Servicing Agreements to the assuming party.

                           SECTION 6.11. Sub-Servicing Accounts.

                  In those cases where a Sub-Servicer is servicing a Mortgage
Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer shall be required
to establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account. The
Sub-Servicer shall deposit in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and collections on
mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Sub-Servicer's
receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer
less its servicing compensation to the extent permitted by the Sub-Servicing
Agreement, and shall thereafter deposit such amounts in the Sub-Servicing
Account, in no event more than two Business Days after the deposit of such funds
into the clearing account. The Sub-Servicer shall thereafter deposit such
proceeds in the Collection Account or remit such proceeds to the Servicer for
deposit in the Collection Account not later than two Business Days after the
deposit of such amounts in the Sub-Servicing Account. For purposes of this
Agreement, the Servicer shall be deemed to have received payments on the
Mortgage Loans when the Sub-Servicer receives such payments.



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                                   ARTICLE VII

                                     DEFAULT

                           SECTION 7.01. Servicer Events of Default.

                  "Servicer Event of Default," wherever used herein, means any
one of the following events:

                  (i)      any failure by the Servicer to remit to the Trustee
         for distribution to the Certificateholders any payment (other than an
         Advance required to be made from its own funds on any Servicer
         Remittance Date pursuant to Section 4.03) required to be made under the
         terms of the Certificates and this Agreement which continues unremedied
         for a period of one Business Day after the date upon which written
         notice of such failure, requiring the same to be remedied, shall have
         been given to the Servicer by the Depositor or the Trustee (in which
         case notice shall be provided by telecopy), or to the Servicer, the
         Depositor and the Trustee by the NIMS Insurer or the Holders of
         Certificates entitled to at least 25% of the Voting Rights; or

                  (ii)     any failure on the part of the Servicer duly to
         observe or perform in any material respect any of the covenants or
         agreements on the part of the Servicer contained in this Agreement (or,
         if the Servicer is the Seller, the failure of the Seller to repurchase
         a Mortgage Loan as to which a breach has been established that requires
         a repurchase pursuant to the terms of Section 7 of the Mortgage Loan
         Purchase Agreement) which continues unremedied for a period of 45 days
         after the earlier of (i) the date on which written notice of such
         failure, requiring the same to be remedied, shall have been given to
         the Servicer by the Depositor or the Trustee, or to the Servicer, the
         Depositor and the Trustee by the NIMS Insurer or the Holders of
         Certificates entitled to at least 25% of the Voting Rights and (ii)
         actual knowledge of such failure by a Servicing Officer of the
         Servicer; or

                  (iii)    a decree or order of a court or agency or supervisory
         authority having jurisdiction in the premises in an involuntary case
         under any present or future federal or state bankruptcy, insolvency or
         similar law or the appointment of a conservator or receiver or
         liquidator in any insolvency, readjustment of debt, marshaling of
         assets and liabilities or similar proceeding, or for the winding-up or
         liquidation of its affairs, shall have been entered against the
         Servicer and if such proceeding is being contested by the Servicer in
         good faith, such decree or order shall have remained in force
         undischarged or unstayed for a period of 60 days or results in the
         entry of an order for relief or any such adjudication or appointment;
         or

                  (iv)     the Servicer shall consent to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshaling of assets and liabilities or similar proceedings of
         or relating to the Servicer or of or relating to all or substantially
         all of its property; or



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                  (v)      the Servicer shall admit in writing its inability to
         pay its debts generally as they become due, file a petition to take
         advantage of any applicable insolvency or reorganization statute, make
         an assignment for the benefit of its creditors, or voluntarily suspend
         payment of its obligations; or

                  (vi)     [reserved]; or

                  (vii)    any failure of the Servicer to make any Advance on
         any Servicer Remittance Date required to be made from its own funds
         pursuant to Section 4.03 which continues unremedied until 1:00 p.m. New
         York time on the Business Day immediately preceding the Distribution
         Date.

                  If a Servicer Event of Default described in clauses (i)
through (vi) of this Section shall occur, then, and in each and every such case,
so long as such Servicer Event of Default shall not have been remedied, the
Depositor, the NIMS Insurer or the Trustee may, and at the written direction of
the Holders of Certificates entitled to at least 51% of Voting Rights or at the
direction of the NIMS Insurer, the Trustee shall, by notice in writing to the
Servicer, terminate all of the rights and obligations of the Servicer in its
capacity as Servicer under this Agreement, to the extent permitted by law, and
in and to the Mortgage Loans and the proceeds thereof. If a Servicer Event of
Default described in clause (vii) hereof shall occur, the Trustee shall, by
notice in writing to the Servicer and the Depositor, terminate all of the rights
and obligations of the Servicer in its capacity as Servicer under this Agreement
and in and to the Mortgage Loans and the proceeds thereof and the Trustee or a
successor Servicer appointed in accordance with Section 7.02, shall immediately
make such Advance (subject to its own determination as to recoverability, which
Advance shall be part of Available Funds for such Distribution Date) and assume,
pursuant to Section 7.02, the duties of a successor Servicer. On or after the
receipt by the Servicer of such written notice, all authority and power of the
Servicer under this Agreement, whether with respect to the Certificates (other
than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall
pass to and be vested in the Trustee pursuant to and under this Section and,
without limitation, the Trustee is hereby authorized and empowered, as
attorney-in-fact or otherwise, to execute and deliver on behalf of and at the
expense of the Servicer, any and all documents and other instruments and to do
or accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Servicer agrees, at its sole cost and expense, promptly (and in
any event no later than ten Business Days subsequent to such notice) to provide
the Trustee with all documents and records requested by it to enable it to
assume the Servicer's functions under this Agreement, and to cooperate with the
Trustee in effecting the termination of the Servicer's responsibilities and
rights under this Agreement, including, without limitation, the transfer within
one Business Day to the Trustee for administration by it of all cash amounts
which at the time shall be or should have been credited by the Servicer to the
Collection Account held by or on behalf of the Servicer, the Distribution
Account or any REO Account or Escrow Account held by or on behalf of the
Servicer or thereafter be received with respect to the Mortgage Loans or any REO
Property serviced by the Servicer (provided, however, that the Servicer shall
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the date of such termination, whether in respect of
Advances or otherwise, and shall continue to be



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entitled to the benefits of Section 6.03, notwithstanding any such termination,
with respect to events occurring prior to such termination). For purposes of
this Section 7.01, the Trustee shall not be deemed to have knowledge of a
Servicer Event of Default unless a Responsible Officer of the Trustee assigned
to and working in the Trustee's Corporate Trust Office has actual knowledge
thereof or unless written notice is received by the Trustee of any such event
and such notice references the Certificates, REMIC I or this Agreement.

                  The Trustee shall be entitled to be reimbursed by the Servicer
(or by the Trust Fund if the Servicer is unable to fulfill its obligations
hereunder) for all costs associated with the transfer of servicing from the
predecessor servicer, including without limitation, any costs or expenses
associated with the complete transfer of all servicing data and the completion,
correction or manipulation of such servicing data as may be required by the
Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee to service the Mortgage Loans properly and
effectively.

                           SECTION 7.02. Trustee to Act; Appointment of
                                         Successor.

                  (a)      On and after the time the Servicer receives a notice
of termination, the Trustee shall be the successor in all respects to the
Servicer in its capacity as Servicer under this Agreement and the transactions
set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto and arising thereafter
placed on the Servicer (except for any representations or warranties of the
Servicer under this Agreement, the responsibilities, duties and liabilities
contained in Section 2.03(c) and its obligation to deposit amounts in respect of
losses pursuant to Section 3.06) by the terms and provisions hereof including,
without limitation, the Servicer's obligations to make Advances pursuant to
Section 4.03; provided, however, that if the Trustee is prohibited by law or
regulation from obligating itself to make advances regarding delinquent mortgage
loans, then the Trustee shall not be obligated to make Advances pursuant to
Section 4.03; and provided further, that any failure to perform such duties or
responsibilities caused by the Servicer's failure to provide information
required by Section 7.01 shall not be considered a default by the Trustee, as
successor to the Servicer hereunder; provided, however, it is understood and
acknowledged by the parties that there shall be a period of transition (not to
exceed 90 days) before the servicing transfer is fully effected. As compensation
therefor, effective from and after the time the Servicer receives a notice of
termination or immediately upon assumption of the obligations to make Advances,
the Trustee shall be entitled to the Servicing Fee and all funds relating to the
Mortgage Loans to which the Servicer would have been entitled if it had
continued to act hereunder (other than amounts which were due or would become
due to the Servicer prior to its termination or resignation). Notwithstanding
the above and subject to the next paragraph, the Trustee may, if it shall be
unwilling to so act, or shall, if it is unable to so act or if it is prohibited
by law from making advances regarding delinquent mortgage loans, or if the
Holders of Certificates entitled to at least 51% of the Voting Rights or the
NIMS Insurer so request in writing to the Trustee promptly appoint or petition a
court of competent jurisdiction to appoint, an established mortgage loan
servicing institution acceptable to each Rating Agency (with confirmation from
the Rating Agencies that such appointment shall not result in the reduction or
withdrawal of the rating of any outstanding Class of Certificates) and the NIMS
Insurer and having a net worth of not less than $15,000,000 as the successor to
the Servicer under this Agreement in the



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assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer under this Agreement. No appointment of a successor to the Servicer
under this Agreement shall be effective until the assumption by the successor of
all of the Servicer's responsibilities, duties and liabilities hereunder. In
connection with such appointment and assumption described herein, the Trustee
may make such arrangements for the compensation of such successor out of
payments on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that permitted the
Servicer as such hereunder. The Depositor, the Trustee and such successor shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. Pending appointment of a successor to the
Servicer under this Agreement, the Trustee shall act in such capacity as
hereinabove provided.

                  (b)      [reserved]

                  (c)      If the Servicer is terminated pursuant to Section
7.01, then the successor Servicer shall not be permitted to reimburse itself
directly for Advances or Servicing Advances under Section 3.05(a)(ii), Section
3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vii) if the Servicer has not
been fully reimbursed for its Advances and Servicing Advances, but instead the
successor Servicer shall include such amounts in the applicable remittance to
the Trustee made pursuant to Section 3.04(g) to the extent of amounts on deposit
in the Collection Account on the related Servicer Remittance Date. The Trustee
is hereby authorized to pay to the terminated Servicer (or the related Advancing
Person in accordance with Section 3.23) and the successor Servicer, as
applicable, reimbursements for Advances and Servicing Advances from the
Distribution Account to the same extent each such Servicer would have been
permitted to reimburse itself for such Advances and/or Servicing Advances in
accordance with Section 3.05(a)(ii), Section 3.05(a)(iii) or Section 3.05(a)(v),
as the case may be. All Advances and Servicing Advances made pursuant to the
terms of this Agreement shall be deemed made and shall be reimbursed on a "first
in-first out" (FIFO) basis. At such time as the Servicer (or related Advancing
Person) has been reimbursed for all Advances and Servicing Advances made by it,
the successor Servicer shall no longer be required to remit in accordance with
the first sentence of this Section 7.02(c) and shall then be permitted to
reimburse itself directly for Advances and Servicing Advances in accordance with
Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section
3.05(a)(vii).

                  (d)      In the event of a Servicer Event of Default,
notwithstanding anything to the contrary above, the Trustee, the NIMS Insurer
and the Depositor hereby agree that upon delivery to the Trustee by the
Servicing Rights Pledgee of a letter signed by the Servicer within ten Business
Days of when notification of such event shall have been provided by the Trustee,
whereunder the Servicer shall resign as Servicer under this Agreement, the
Servicing Rights Pledgee or its designee shall be appointed as successor
Servicer (provided that at the time of such appointment the Servicing Rights
Pledgee or such designee meets the requirements of a successor Servicer set
forth above) and the Servicing Rights Pledgee agrees to be subject to the terms
of this Agreement.

                  (e)      Notwithstanding anything contained herein, the
parties hereto hereby agree that Ameriquest Mortgage Company shall immediately
succeed as successor Servicer if Litton Loan Servicing LP resigns or is removed
as Servicer and if the Servicing Rights Pledgee is not appointed successor
Servicer pursuant to Section 6.04 or Section 7.02 (d) of this



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Agreement, subject to removal by the Trustee upon failure to provide to the
Trustee within 60 days, written notification from each Rating Agency to the
effect that such appointment shall not cause such Rating Agency to downgrade its
then-current ratings of any Class of Certificates.

                           SECTION 7.03. Notification to Certificateholders.

                  (a)      Upon any termination of the Servicer pursuant to
Section 7.01 above or any appointment of a successor to the Servicer pursuant to
Section 7.02 above, the Trustee shall give prompt written notice thereof to
Certificateholders and the NIMS Insurer at their respective addresses appearing
in the Certificate Register.

                  (b)      Not later than the later of 60 days after the
occurrence of any event, which constitutes or which, with notice or lapse of
time or both, would constitute a Servicer Event of Default or five days after a
Responsible Officer of the Trustee becomes aware of the occurrence of such an
event, the Trustee shall transmit by mail to the NIMS Insurer and to all Holders
of Certificates notice of each such occurrence, unless such default or Servicer
Event of Default shall have been cured or waived.

                           SECTION 7.04. Waiver of Servicer Events of Default.

                  The Holders representing at least 66% of the Voting Rights
(with the consent of the NIMS Insurer) evidenced by all Classes of Certificates
affected by any default or Servicer Event of Default hereunder may waive such
default or Servicer Event of Default; PROVIDED, HOWEVER, that a default or
Servicer Event of Default under clause (i) or (vii) of Section 7.01 may be
waived only by all of the Holders of the Regular Certificates (with the consent
of the NIMS Insurer). Upon any such waiver of a default or Servicer Event of
Default, such default or Servicer Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other default or Servicer Event of
Default or impair any right consequent thereon except to the extent expressly so
waived.



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                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

                           SECTION 8.01. Duties of Trustee

                  The Trustee, prior to the occurrence of a Servicer Event of
Default and after the curing of all Servicer Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. During a Servicer Event of Default,
the Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs. Any permissive right of the Trustee enumerated in
this Agreement shall not be construed as a duty.

                  The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform on their face to the requirements of this Agreement. If any such
instrument is found not to conform on its face to the requirements of this
Agreement in a material manner, the Trustee shall take such action as it deems
appropriate to have the instrument corrected, and if the instrument is not
corrected to its respective satisfaction, such dissatisfied party shall provide
notice thereof to the Certificateholders and the NIMS Insurer.

                  No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own misconduct; provided, however, that:

                  (i)      Prior to the occurrence of a Servicer Event of
         Default, and after the curing of all such Servicer Events of Default
         which may have occurred, the duties and obligations of the Trustee
         shall be determined solely by the express provisions of this Agreement,
         the Trustee shall not be liable except for the performance of such
         duties and obligations as are specifically set forth in this Agreement,
         no implied covenants or obligations shall be read into this Agreement
         against the Trustee and, in the absence of bad faith on the part of the
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon any
         certificates or opinions furnished to the Trustee that conform to the
         requirements of this Agreement;

                  (ii)     The Trustee shall not be personally liable for an
         error of judgment made in good faith by a Responsible Officer or
         Responsible Officers of the Trustee unless it shall be proved that the
         Trustee was negligent in ascertaining the pertinent facts; and

                  (iii)    The Trustee shall not be personally liable with
         respect to any action taken, suffered or omitted to be taken by it in
         good faith in accordance with the direction of the NIMS Insurer or the
         Holders of Certificates entitled to at least 25% of the Voting Rights
         relating to the time, method and place of conducting any proceeding for
         any remedy available to the Trustee or exercising any trust or power
         conferred upon it, under this Agreement.



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                  The Trustee shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require it
to perform, or be responsible for the manner of performance of, any of the
obligations of the Servicer under this Agreement, except during such time, if
any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Servicer in accordance with the terms of
this Agreement.

                           SECTION 8.02. Certain Matters Affecting the Trustee

                  (a)      Except as otherwise provided in Section 8.01:

                  (i)      The Trustee may request and rely upon and shall be
         protected in acting or refraining from acting upon any resolution,
         Officers' Certificate, certificate of auditors or any other
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, appraisal, bond or other paper or document reasonably
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties;

                  (ii)     The Trustee may consult with counsel and any Opinion
         of Counsel shall be full and complete authorization and protection in
         respect of any action taken or suffered or omitted by it hereunder in
         good faith and in accordance with such Opinion of Counsel;

                  (iii)    The Trustee shall not be under any obligation to
         exercise any of the trusts or powers vested in it by this Agreement or
         to institute, conduct or defend any litigation hereunder or in relation
         hereto at the request, order or direction of any of the
         Certificateholders or the NIMS Insurer, pursuant to the provisions of
         this Agreement, unless such Certificateholders or the NIMS Insurer, as
         applicable, shall have offered to the Trustee security or indemnity
         reasonably satisfactory to it against the costs, expenses and
         liabilities which may be incurred therein or thereby; nothing contained
         herein shall, however, relieve the Trustee of the obligation, upon the
         occurrence of a Servicer Event of Default (which has not been cured or
         waived), to exercise such of the rights and powers vested in it by this
         Agreement, and to use the same degree of care and skill in their
         exercise as a prudent person would exercise or use under the
         circumstances in the conduct of such person's own affairs;

                  (iv)     The Trustee shall not be personally liable for any
         action taken, suffered or omitted by it in good faith and believed by
         it to be authorized or within the discretion or rights or powers
         conferred upon it by this Agreement;

                  (v)      Prior to the occurrence of a Servicer Event of
         Default hereunder and after the curing of all Servicer Events of
         Default which may have occurred, the Trustee shall not be bound to make
         any investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, approval, bond or other paper or document, unless
         requested in writing to do so by the



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         NIMS Insurer or the Holders of Certificates entitled to at least 25% of
         the Voting Rights; provided, however, that if the payment within a
         reasonable time to the Trustee of the costs, expenses or liabilities
         likely to be incurred by it in the making of such investigation is, in
         the opinion of the Trustee not reasonably assured to the Trustee by
         such Certificateholders, the Trustee may require reasonable indemnity
         against such expense, or liability from such Certificateholders or the
         NIMS Insurer as a condition to taking any such action;

                  (vi)     The Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys; and

                  (vii)    The Trustee shall not be personally liable for any
         loss resulting from the investment of funds held in the Collection
         Account, the Escrow Account or the REO Account made at the direction of
         the Servicer pursuant to Section 3.06.

                  (b)      All rights of action under this Agreement or under
any of the Certificates, enforceable by the Trustee may be enforced by it
without the possession of any of the Certificates, or the production thereof at
the trial or other proceeding relating thereto, and any such suit, action or
proceeding instituted by the Trustee shall be brought in the name of the Trustee
for the benefit of all the Holders of such Certificates, subject to the
provisions of this Agreement.

                  (c)      The Depositor hereby directs the Trustee to execute,
deliver and perform its obligations under the Interest Rate Swap Agreement and
the Swap Administration Agreement on the Closing Date and thereafter on behalf
of the Holders of the Class A Certificates, the Mezzanine Certificates and
Ameriquest Mortgage Company. The Seller, the Depositor, the Servicer and the
Holders of the Class A Certificates and the Mezzanine Certificates by their
acceptance of such Certificates acknowledge and agree that the Trustee shall
execute, deliver and perform its obligations under the Interest Rate Swap
Agreement and the Swap Administration Agreement and shall do so solely in its
capacity as Trustee of the Trust Fund or as Swap Administrator, as the case may
be, and not in its individual capacity. Every provision of this Agreement
relating to the conduct or affecting the liability of or affording protection to
the Trustee shall apply to the Trustee's execution of the Interest Rate Swap
Agreement and the Swap Administration Agreement, and the performance of its
duties and satisfaction of its obligations thereunder.

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

                  The recitals contained herein and in the Certificates (other
than the signature of the Trustee, the authentication of the Certificate
Registrar on the Certificates, the acknowledgments of the Trustee contained in
Article II and the representations and warranties of the Trustee in Section
8.13) shall be taken as the statements of the Depositor and the Trustee assumes
no responsibility for their correctness. The Trustee makes no representations or
warranties as to the validity or sufficiency of this Agreement (other than as
specifically set forth with respect to such party in Section 8.13) or of the
Certificates (other than the signature of the Trustee and authentication of the
Certificate Registrar on the Certificates) or of any Mortgage



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Loan or related document. The Trustee shall not be accountable for the use or
application by the Depositor of any of the Certificates or of the proceeds of
such Certificates, or for the use or application of any funds paid to the
Depositor or the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Servicer, other than, subject to
Section 8.01, any funds held by or on behalf of the Trustee in accordance with
Section 3.04.

                           SECTION 8.04. Trustee May Own Certificates.

                  The Trustee in its individual capacity or any other capacity
may become the owner or pledgee of Certificates with the same rights it would
have if it were not Trustee.

                           SECTION 8.05. Trustee's Fees and Expenses.

                  (a)      On each Distribution Date reinvestment earnings on
funds on deposit in the Distribution Account, which have been earned during the
period commencing on the Business Day immediately preceding the related
Distribution Date and ending on such Distribution Date, shall be paid to the
Trustee, as compensation for its duties and obligations under this Agreement and
the Trustee shall withdraw from the Distribution Account (but not from such
reinvestment earnings) amounts required to pay the Custodian the Custodian Fee
or to reimburse the Custodian for expenses, costs and liabilities incurred or
reimbursable to it, as such Custodian Fee and expenses (listed separately) are
set forth in writing by the Custodian to the Trustee by the related
Determination Date pursuant to the Custodial Agreement. The Trustee or any
director, officer, employee or agent of the Trustee shall be indemnified by
REMIC I and held harmless against any loss, liability or expense (not including
expenses, disbursements and advances incurred or made by the Trustee (including
the compensation and the expenses and disbursements of its agents and counsel)
in the ordinary course of the Trustee's performance in accordance with the
provisions of this Agreement) incurred by the Trustee arising out of or in
connection with the acceptance or administration of its obligations and duties
under this Agreement, other than any loss, liability or expense (i) resulting
from a breach of the Servicer's obligations and duties under this Agreement and
the Mortgage Loans (for which the Servicer shall indemnify pursuant to Section
8.05(b)), (ii) that constitutes a specific liability of the Trustee pursuant to
Section 10.01(c) or (iii) any loss, liability or expense incurred by reason of
its willful misfeasance, bad faith or negligence in the performance of its
duties hereunder or by reason of reckless disregard of its obligations and
duties hereunder or as a result of a breach of its obligations under Article X
hereof. Any amounts payable to the Trustee or any director, officer, employee or
agent of the Trustee in respect of the indemnification provided by this
paragraph (a), or pursuant to any other right of reimbursement from the Trust
Fund that the Trustee or any director, officer, employee or agent of the Trustee
may have hereunder in its capacity as such, may be withdrawn by the Trustee from
the Distribution Account at any time.

                  (b)      The Servicer agrees to indemnify the Trustee from,
and hold it harmless against, any loss, liability or expense resulting from a
breach of the Servicer's obligations and duties under this Agreement. Such
indemnity shall survive the termination or discharge of this Agreement and the
resignation or removal of the Trustee. Any payment hereunder made by the
Servicer to the Trustee shall be from the Servicer's own funds, without
reimbursement from the Trust Fund therefor.



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                  (c)      The Depositor shall cause the Seller shall pay any
annual rating agency fees of the Rating Agencies for ongoing surveillance from
its own funds without right of reimbursement.

                           SECTION 8.06. Eligibility Requirements for Trustee

                  The Trustee hereunder shall at all times be a corporation or
an association (other than the Depositor, the Seller, the Servicer or any
Affiliate of the foregoing) organized and doing business under the laws of any
state or the United States of America, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authority. If such corporation or association publishes reports of conditions at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation or association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
conditions so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.07.

                           SECTION 8.07. Resignation and Removal of the Trustee

                  The Trustee may at any time resign and be discharged from the
trust hereby created by giving written notice thereof to the Depositor, the NIMS
Insurer, the Servicer and the Certificateholders. Upon receiving such notice of
resignation of the Trustee, the Depositor shall promptly appoint a successor
trustee acceptable to the NIMS Insurer by written instrument, in duplicate,
which instrument shall be delivered to the resigning Trustee and to the
successor Trustee. A copy of such instrument shall be delivered to the
Certificateholders, the Trustee and the Servicer by the Depositor.

                  If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the NIMS Insurer, or if at any time
the Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its respective property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its respective property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor or the NIMS Insurer may remove
the Trustee and appoint a successor Trustee, acceptable to the NIMS Insurer by
written instrument, in duplicate, which instrument shall be delivered to the
Trustee so removed and to the successor trustee. A copy of such instrument shall
be delivered to the Certificateholders and the Servicer by the Depositor.

                  If no successor Trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee.

                  The Holders of Certificates entitled to at least 51% of the
Voting Rights (or the NIMS Insurer upon failure of the Trustee to perform its
obligations hereunder) may at any time remove the Trustee and appoint a
successor Trustee acceptable to the NIMS Insurer by written



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instrument or instruments, in triplicate, signed by such Holders or their
attorneys-in-fact duly authorized, one complete set of which instruments shall
be delivered to the Depositor, one complete set to the Trustee so removed and
one complete set to the successor so appointed. A copy of such instrument shall
be delivered to the Certificateholders and the Servicer by the Depositor.

                  Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

                           SECTION 8.08. Successor Trustee.

                  Any successor trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Depositor, the NIMS Insurer, the
Servicer and to its predecessor trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor trustee
shall become effective and such successor trustee as applicable, without any
further act, deed or conveyance, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with the like
effect as if originally named as Trustee herein. The predecessor trustee shall
deliver to the successor trustee all Mortgage Files and related documents and
statements, as well as all moneys, held by it hereunder (other than any Mortgage
Files at the time held by a Custodian, which Custodian shall become the agent of
any successor trustee hereunder), and the Depositor and the predecessor trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for more fully and certainly vesting and confirming in
the successor trustee all such rights, powers, duties and obligations.

                  No successor trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06 and the appointment of such
successor trustee shall not result in a downgrading of any Class of Certificates
by each Rating Agency, as evidenced by a letter from each Rating Agency.

                  Upon acceptance of appointment by a successor trustee as
provided in this Section, the Depositor shall mail notice of the succession of
such trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register. If the Depositor fails to mail such notice
within 10 days after acceptance of appointment by the successor trustee the
successor trustee shall cause such notice to be mailed at the expense of the
Depositor.

                           SECTION 8.09. Merger or Consolidation of Trustee

                  Any corporation or association into which the Trustee may be
merged or converted or with which it may be consolidated or any corporation or
association resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or association succeeding to the
business of the Trustee shall be the successor of the Trustee hereunder,
provided such corporation or association shall be eligible under the provisions
of Section 8.06, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.



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

                  Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of REMIC I or property securing the same may at the time be located, the
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee and the NIMS Insurer to act as co-trustee or co-trustees, jointly with
the Trustee, or separate trustee or separate trustees, of all or any part of
REMIC I, and to vest in such Person or Persons, in such capacity, such title to
REMIC I, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider necessary or desirable. Any such
co-trustee or separate trustee shall be subject to the written approval of the
Servicer and the NIMS Insurer. If the Servicer and the NIMS Insurer shall not
have joined in such appointment within 15 days after the receipt by it of a
request so to do, or in case a Servicer Event of Default shall have occurred and
be continuing, the Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 8.06 hereunder and no notice
to the Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.

                  In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10, all rights, powers, duties and
obligations conferred or imposed upon the Trustee shall be conferred or imposed
upon and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed by the Trustee (whether
as Trustee hereunder or as successor to the Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title to
REMIC I or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
Trustee.

                  Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trust conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Trustee. Every such instrument shall be filed with the Trustee and a
copy thereof given to the Depositor, the Servicer and the NIMS Insurer.

                  Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.



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                           SECTION 8.11. Appointment of Custodians.

                  The Trustee may, with the consent of the Depositor and the
Servicer appoint one or more Custodians to hold all or a portion of the Mortgage
Files as agent for the Trustee, by entering into a Custodial Agreement. The
appointment of any Custodian may at any time be terminated and a substitute
Custodian appointed therefor upon the reasonable request of the Servicer to the
Trustee, the consent to which shall not be unreasonably withheld. The Trustee,
on behalf of the Trust Fund, shall pay any and all fees and expenses of the
Custodian in accordance with Section 8.05 and the Custodial Agreement. The
Trustee initially appoints the Custodian as Custodian, and the Depositor and the
Servicer consent to such appointment. Subject to Article VIII hereof, the
Trustee agrees to comply with the terms of each Custodial Agreement and to
enforce the terms and provisions thereof against the Custodian for the benefit
of the Certificateholders having an interest in any Mortgage File held by such
Custodian. Each Custodian shall be a depository institution or trust company
subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $10,000,000 and shall be qualified to do
business in the jurisdiction in which it holds any Mortgage File. Each Custodial
Agreement may be amended only as provided in Section 11.01. In no event shall
the appointment of any Custodian pursuant to a Custodial Agreement diminish the
obligations of the Trustee hereunder.

                           SECTION 8.12. Appointment of Office or Agency.

                  The Trustee shall designate an office or agency where the
Certificates may be surrendered for registration of transfer or exchange, and
presented for final distribution, and where notices and demands to or upon the
Trustee in respect of the Certificates and this Agreement may be delivered. As
of the Closing Date, the Trustee designates its Corporate Trust Office in
Minneapolis, Minnesota.

                           SECTION 8.13. Representations and Warranties of the
                                         Trustee

                  The Trustee hereby represents and warrants, to the Servicer
and the Depositor as of the Closing Date, that:

                  (i)      It is a national banking association duly organized,
         validly existing and in good standing under the laws of the United
         States.

                  (ii)     The execution and delivery of this Agreement by it,
         and the performance and compliance with the terms of this Agreement by
         it, shall not violate its charter or bylaws or constitute a default (or
         an event which, with notice or lapse of time, or both, would constitute
         a default) under, or result in the breach of, any material agreement or
         other instrument to which it is a party or which is applicable to it or
         any of its assets.

                  (iii)    It has the full power and authority to enter into and
         consummate all transactions contemplated by this Agreement, has duly
         authorized the execution, delivery and performance of this Agreement,
         and has duly executed and delivered this Agreement.



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                  (iv)     This Agreement, assuming due authorization, execution
         and delivery by the other parties hereto, constitutes a valid, legal
         and binding obligation of it, enforceable against it in accordance with
         the terms hereof, subject to (A) applicable bankruptcy, insolvency,
         receivership, reorganization, moratorium and other laws affecting the
         enforcement of creditors' rights generally, and (B) general principles
         of equity, regardless of whether such enforcement is considered in a
         proceeding in equity or at law.

                  (v)      It is not in violation of, and its execution and
         delivery of this Agreement and its performance and compliance with the
         terms of this Agreement shall not constitute a violation of, any law,
         any order or decree of any court or arbiter, or any order, regulation
         or demand of any federal, state or local governmental or regulatory
         authority, which violation, in its good faith and reasonable judgment,
         is likely to affect materially and adversely either the ability of it
         to perform its obligations under this Agreement or its financial
         condition.

                  (vi)     No litigation is pending or, to the best knowledge,
         threatened against it which would prohibit it from entering into this
         Agreement or, in its good faith reasonable judgment, is likely to
         materially and adversely affect either its ability to perform its
         obligations under this Agreement or its financial condition.



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                                   ARTICLE IX

                                   TERMINATION

                           SECTION 9.01. Termination Upon Repurchase or
                                         Liquidation of All Mortgage Loans.

                  (a)      Subject to Section 9.02, the respective obligations
and responsibilities under this Agreement of the Depositor, the Servicer and the
Trustee (other than the obligation of the Trustee to make certain payments to
Certificateholders after the final Distribution Date and the obligation of the
Servicer to send certain notices as hereinafter set forth) shall terminate upon
payment to the Certificateholders and the deposit of all amounts held by or on
behalf of the Trustee and required hereunder to be so paid or deposited on the
Distribution Date coinciding with or following the earlier to occur of (i) the
purchase by the Terminator (as defined below) of all Mortgage Loans and each REO
Property remaining in REMIC I and (ii) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I; provided, however, that in no event shall the trust
created hereby continue beyond the earlier of (a) the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James, living on the
date hereof and (b) the Latest Possible Maturity Date, as defined in the
Preliminary Statement. The purchase by the Terminator of all Mortgage Loans and
each REO Property remaining in REMIC I shall be at a price (the "Termination
Price") equal to greater of (A) the aggregate fair market value of all of the
assets of REMIC I and (B) the sum of the Stated Principal Balance of the
Mortgage Loans (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and the appraised fair market value of the REO Properties plus accrued
interest through the end of the calendar month preceding the month of the final
Distribution Date and any unreimbursed Servicing Fees, Advances and Servicing
Advances (in the case of fair market values required to be determined under (A)
or (B) above, as determined by the Terminator, the Trustee, and, if the
Terminator is not the NIMS Insurer, the NIMS Insurer, as of the close of
business on the third Business Day next preceding the date upon which notice of
any such termination is furnished to Certificateholders pursuant to the third
paragraph of this Section 9.01); provided, however, such option may only be
exercised if the Termination Price is sufficient to pay all interest accrued on,
as well as amounts necessary to retire the note balance of, each class of notes
issued pursuant to the Indenture and any amounts owed to the NIMS Insurer at the
time the option is exercised.

                  (b)      Holders of at least 76% of the Voting Rights of the
Class CE Certificates, the Servicer (or if the Servicer fails to exercise such
right, the NIMS Insurer), in that order, shall have the right (the party
exercising such right, the "Terminator"), to purchase all of the Mortgage Loans
and each REO Property remaining in REMIC I pursuant to clause (i) of the
preceding paragraph no later than the Determination Date in the month
immediately preceding the Distribution Date on which the Certificates shall be
retired; provided, however, that the Terminator may elect to purchase all of the
Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause (i)
above only (A) if the aggregate Stated Principal Balance of the Mortgage Loans
and each REO Property remaining in the Trust Fund at the time of such election



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is less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date and (B) if the Terminator is the Servicer and is an
affiliate of the Seller, the Servicer shall have delivered to the Trustee and
the NIMS Insurer a written certification that the burdens of servicing the
Mortgage Loans and REO Properties remaining in REMIC I exceed the benefits of
the Servicing Fees that would be realized by the Servicer if it continued to
service such assets on behalf of the Trust Fund. By acceptance of the Residual
Certificates, the Holders of the Residual Certificates agree, in connection with
any termination hereunder, to assign and transfer any amounts in excess of par,
and to the extent received in respect of such termination, to pay any such
amounts to the Holders of the Class CE Certificates.

                  (c)      Notice of the liquidation of the REMIC I Regular
Interests shall be given promptly by the Trustee by letter to Certificateholders
mailed (a) in the event such notice is given in connection with the purchase of
the Mortgage Loans and each REO Property by the Terminator, not earlier than the
15th day and not later than the 25th day of the month next preceding the month
of the final distribution on the Certificates or (b) otherwise during the month
of such final distribution on or before the Determination Date in such month, in
each case specifying (i) the Distribution Date upon which the Trust Fund shall
terminate and final payment in respect of the REMIC I Regular Interests, the
REMIC II Regular Interests and the Certificates shall be made upon presentation
and surrender of the related Certificates at the office of the Trustee therein
designated, (ii) the amount of any such final payment, (iii) that no interest
shall accrue in respect of the REMIC I Regular Interests, the REMIC II Regular
Interests or the Certificates from and after the Interest Accrual Period
relating to the final Distribution Date therefor and (iv) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the office of
the Trustee. The Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. In the event such notice is
given in connection with the purchase of all of the Mortgage Loans and each REO
Property remaining in REMIC I by the Terminator, the Terminator shall deliver to
the Trustee for deposit in the Distribution Account not later than the last
Business Day preceding the final Distribution Date on the Certificates an amount
in immediately available funds equal to the above-described purchase price. Upon
the making of such final deposit, the Trustee (or the Custodian on behalf of the
Trustee) shall promptly release or cause to be released to the Terminator the
Mortgage Files for the remaining Mortgage Loans, and the Trustee (or the
Custodian on behalf of the Trustee) shall execute all assignments, endorsements
and other instruments necessary to effectuate such transfer.

                  (d)      Upon presentation of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates the
amount otherwise distributable on such Distribution Date in accordance with
Section 4.01 in respect of the Certificates so presented and surrendered. Any
funds not distributed to any Holder or Holders of Certificates being retired on
such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held in trust by
the Trustee and credited to the account of the appropriate non-tendering Holder
or Holders. If any Certificates as to which notice has been given pursuant to
this Section 9.01 shall not have been surrendered for cancellation within six
months after the time specified in such notice, the Trustee shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation in order to receive the



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final distribution with respect thereto. If within one year after the second
notice all such Certificates shall not have been surrendered for cancellation,
the Trustee shall, directly or through an agent, mail a final notice to
remaining related non-tendering Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining the funds in trust and of
contacting such Certificateholders shall be paid out of the assets remaining in
the trust funds. If within one year after the final notice any such Certificates
shall not have been surrendered for cancellation, the Trustee shall pay to the
Placement Agent all remaining amounts, and all rights of non-tendering
Certificateholders in or to such amounts shall thereupon cease. No interest
shall accrue or be payable to any Certificateholder on any amount held in trust
by the Trustee as a result of such Certificateholder's failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 9.01.

                  Immediately following the deposit of funds in trust hereunder
in respect of the Certificates, the Trust Fund shall terminate.

                           SECTION 9.02. Additional Termination Requirements.

                  (a)      In the event that the Terminator purchases all the
Mortgage Loans and each REO Property or the final payment on or other
liquidation of the last Mortgage Loan or REO Property remaining in REMIC I
pursuant to Section 9.01, the Trust Fund shall be terminated in accordance with
the following additional requirements:

                  (i)      The Trustee shall specify the first day in the 90-day
         liquidation period in a statement attached to each Trust REMIC's final
         Tax Return pursuant to Treasury regulation Section 1.860F-1 and shall
         satisfy all requirements of a qualified liquidation under Section 860F
         of the Code and any regulations thereunder, as evidenced by an Opinion
         of Counsel obtained at the expense of the Terminator;

                  (ii)     During such 90-day liquidation period, and at or
         prior to the time of making of the final payment on the Certificates,
         the Trustee shall sell all of the assets of REMIC I to the Terminator
         for cash; and

                  (iii)    At the time of the making of the final payment on the
         Certificates, the Trustee shall distribute or credit, or cause to be
         distributed or credited, to the Holders of the Residual Certificates
         all cash on hand in the Trust Fund (other than cash retained to meet
         claims), and the Trust Fund shall terminate at that time.

                  (b)      At the expense of the applicable Terminator (or in
the event of termination under Section 9.01(a)(ii), at the expense of the
Trustee), the Trustee shall prepare or cause to be prepared the documentation
required in connection with the adoption of a plan of liquidation of each Trust
REMIC pursuant to this Section 9.02.

                  (c)      By their acceptance of Certificates, the Holders
thereof hereby agree to authorize the Trustee to specify the 90-day liquidation
period for each Trust REMIC which authorization shall be binding upon all
successor Certificateholders.



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                                    ARTICLE X

                                REMIC PROVISIONS

                           SECTION 10.01. REMIC Administration.

                  (a)      The Trustee shall elect to treat each Trust REMIC as
a REMIC under the Code and, if necessary, under applicable state law. Each such
election shall be made by the Trustee on Form 1066 or other appropriate federal
tax or information return or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the Certificates are
issued. For the purposes of the REMIC election in respect of REMIC I, (i) the
REMIC I Regular Interests shall be designated as the Regular Interests in REMIC
I and the Class R-I Interest shall be designated as the Residual Interest in
REMIC I, (ii) the REMIC II Regular Interests shall be designated as the Regular
Interests in REMIC II and the Class R-II Interest shall be designated as the
Residual Interest in REMIC II, (iii) the Class A Certificates, the Mezzanine
Certificates, the Class SWAP-IO Interest, the Class CE Interest and the Class P
Interest shall be designated as the Regular Interests in REMIC III and the Class
R-III Interest shall be designated as the Residual Interest in REMIC III, (v)
the Class CE Certificates shall be designated as the Regular Interests in REMIC
IV and the Class R-IV Interest shall be designated as the Residual Interest in
REMIC IV and (vi) the Class P Certificates shall be designated as the Regular
Interests in REMIC V and the Class R-V Interest shall be designated as the
Residual Interest in REMIC V. The Trustee shall not permit the creation of any
"interests" in any Trust REMIC (within the meaning of Section 860G of the Code)
other than the REMIC I Regular Interests, the REMIC II Regular Interests, the
Class CE Interest, the Class P Interest and the interests represented by the
Certificates.

                  (b)      The Closing Date is hereby designated as the "Startup
Day" of each Trust REMIC within the meaning of Section 860G(a)(9) of the Code.

                  (c)      The Trustee shall pay out of its own funds, without
any right of reimbursement, any and all expenses relating to any tax audit of
the Trust Fund caused by the Trustee (including, but not limited to, any
professional fees or any administrative or judicial proceedings with respect to
any Trust REMIC that involve the Internal Revenue Service or state tax
authorities), other than the expense of obtaining any tax related Opinion of
Counsel except as specified herein. The Trustee, as agent for each Trust REMIC's
tax matters person, shall (i) act on behalf of the Trust Fund in relation to any
tax matter or controversy involving any Trust REMIC and (ii) represent the Trust
Fund in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The Holder of
the largest Percentage Interest of each Class of Residual Certificates shall be
designated, in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1, as the tax
matters person of the related REMIC created hereunder. By their acceptance
thereof, the Holder of the largest Percentage Interest of the Residual
Certificates hereby agrees to irrevocably appoint the Trustee or an Affiliate as
its agent to perform all of the duties of the tax matters person for the Trust
Fund.

                  (d)      The Trustee shall prepare, sign and file all of the
Tax Returns in respect of each REMIC created hereunder. The expenses of
preparing and filing such returns shall be



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borne by the Trustee without any right of reimbursement therefor. The Servicer
shall provide on a timely basis to the Trustee or its designee such information
with respect to the assets of the Trust Fund as is in its possession and
reasonably required by the Trustee to enable it to perform its obligations under
this Article.

                  (e)      The Trustee shall perform on behalf of each Trust
REMIC all reporting and other tax compliance duties that are the responsibility
of such REMIC under the Code, the REMIC Provisions or other compliance guidance
issued by the Internal Revenue Service or any state or local taxing authority.
Among its other duties, as required by the Code, the REMIC Provisions or other
such compliance guidance, the Trustee shall provide (i) to any Transferor of a
Residual Certificate such information as is necessary for the application of any
tax relating to the transfer of a Residual Certificate to any Person who is not
a Permitted Transferee, (ii) to the Certificateholders such information or
reports as are required by the Code or the REMIC Provisions including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption as required) and (iii) to the Internal Revenue
Service the name, title, address and telephone number of the person who shall
serve as the representative of each Trust REMIC. The Servicer shall provide on a
timely basis to the Trustee such information with respect to the assets of the
Trust Fund, including, without limitation, the Mortgage Loans, as is in its
possession and reasonably required by the Trustee to enable each of them to
perform their respective obligations under this subsection. In addition, the
Depositor shall provide or cause to be provided to the Trustee within ten (10)
days after the Closing Date, all information or data that the Trustee reasonably
determines to be relevant for tax purposes as to the valuations and issue prices
of the Certificates, including, without limitation, the price, yield, prepayment
assumption and projected cash flow of the Certificates.

                  (f)      The Trustee shall take such action and shall cause
each REMIC created hereunder to take such action as shall be necessary to create
or maintain the status thereof as a REMIC under the REMIC Provisions (and the
Servicer shall assist it, to the extent reasonably requested by it). The Trustee
shall not take any action, cause the Trust Fund to take any action or fail to
take (or fail to cause to be taken) any action that, under the REMIC Provisions,
if taken or not taken, as the case may be, could (i) endanger the status of any
Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon the Trust
Fund (including but not limited to the tax on prohibited transactions as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC
Event") unless the Trustee and the NIMS Insurer have received an Opinion of
Counsel, addressed to the Trustee and the NIMS Insurer (at the expense of the
party seeking to take such action but in no event at the expense of the Trustee)
to the effect that the contemplated action shall not, with respect to any Trust
REMIC, endanger such status or result in the imposition of such a tax, nor shall
the Servicer take or fail to take any action (whether or not authorized
hereunder) as to which the Trustee and the NIMS Insurer has advised it in
writing that it has received an Opinion of Counsel to the effect that an Adverse
REMIC Event could occur with respect to such action. In addition, prior to
taking any action with respect to any Trust REMIC or the respective assets of
each, or causing any Trust REMIC to take any action, which is not contemplated
under the terms of this Agreement, the Servicer shall consult with the Trustee,
and the NIMS Insurer, or its designee, in writing, with respect to whether such
action could cause an Adverse REMIC Event to occur with respect to any Trust
REMIC, and the



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Servicer shall not take any such action or cause any Trust REMIC to take any
such action as to which the Trustee or the NIMS Insurer has advised it in
writing that an Adverse REMIC Event could occur. The Trustee or the NIMS Insurer
may consult with counsel to make such written advice, and the cost of same shall
be borne by the party seeking to take the action not permitted by this
Agreement, but in no event shall such cost be an expense of the Trustee. The
Trustee, upon discovery that any of the Mortgage Loans is not a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, shall enforce the
Seller's obligation to repurchase or substitute such Mortgage Loan in accordance
with the terms and provisions of the Mortgage Loan Purchase Agreement. The
Trustee shall at all times ensure that all of the assets of any Trust REMIC
(other than the Mortgage Loans) are "permitted investments" as defined in
Section 860G(a)(5) of the Code, as applicable.

                  (g)      In the event that any tax is imposed on "prohibited
transactions" of any REMIC created hereunder as defined in Section 860F(a)(2) of
the Code, on the "net income from foreclosure property" of such REMIC as defined
in Section 860G(c) of the Code, on any contributions to any such REMIC after the
Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax
is imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Trustee pursuant to Section 10.03 hereof,
if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X, (ii) to the Servicer pursuant to Section 10.03
hereof, if such tax arises out of or results from a breach by the Servicer of
any of its obligations under Article III or this Article X, or otherwise (iii)
against amounts on deposit in the Distribution Account and shall be paid by
withdrawal therefrom.

                  (h)      On or before April 15th of each calendar year,
commencing April 15, 2006, the Trustee shall deliver to the Servicer, the NIMS
Insurer and each Rating Agency a Certificate from a Responsible Officer of the
Trustee stating, without regard to any action taken by any party other than the
Trustee, the Trustee's compliance with this Article X.

                  (i)      The Trustee shall, for federal income tax purposes,
maintain books and records with respect to each Trust REMIC on a calendar year
and on an accrual basis. The Trustee shall apply for an Employer Identification
Number for the Trust Fund from the Internal Revenue Service via a Form SS-4 or
such other form as is appropriate.

                  (j)      Following the Startup Day, the Trustee shall not
accept any contributions of assets to any Trust REMIC other than in connection
with any Qualified Substitute Mortgage Loan delivered in accordance with Section
2.03 unless it shall have received an Opinion of Counsel to the effect that the
inclusion of such assets in the Trust Fund shall not cause the related REMIC to
fail to qualify as a REMIC at any time that any Certificates are outstanding or
subject such REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.

                  (k)      Neither the Trustee nor the Servicer shall enter into
any arrangement by which any Trust REMIC shall receive a fee or other
compensation for services nor permit any such REMIC to receive any income from
assets other than the Mortgage Pool which are deemed to constitute "qualified
mortgages" as defined in Section 860G(a)(3) of the Code or "permitted
investments" as defined in Section 860G(a)(5) of the Code.



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                           SECTION 10.02. Prohibited Transactions and
                                          Activities.

                  None of the Depositor, the Servicer or the Trustee shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection
with (i) the foreclosure of a Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination of REMIC I
pursuant to Article IX of this Agreement, (iv) a substitution pursuant to
Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to
Article II or III of this Agreement), or acquire any assets for any Trust REMIC
(other than REO Property acquired in respect of a defaulted Mortgage Loan), or
sell or dispose of any investments in the Collection Account or the Distribution
Account for gain, or accept any contributions to any Trust REMIC after the
Closing Date (other than a Qualified Substitute Mortgage Loan delivered in
accordance with Section 2.03), unless it has received an Opinion of Counsel,
addressed to the Trustee and the NIMS Insurer (at the expense of the party
seeking to cause such sale, disposition, substitution, acquisition or
contribution but in no event at the expense of the Trustee) that such sale,
disposition, substitution, acquisition or contribution shall not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC
to be subject to a tax on "prohibited transactions" or "contributions" pursuant
to the REMIC Provisions.

                           SECTION 10.03. Servicer and Trustee Indemnification.

                  (a)      The Trustee agrees to indemnify the Trust Fund, the
NIMS Insurer, the Depositor and the Servicer for any taxes and costs including,
without limitation, any reasonable attorneys fees imposed on or incurred by the
Trust Fund, the Depositor or the Servicer, caused solely by the Trustee's
failure to act in accordance with its standard of care set forth in this Article
X or any state, local or franchise taxes imposed upon the Trust Fund as a result
of the location of the Trustee.

                  (b)      The Servicer agrees to indemnify the Trust Fund, the
NIMS Insurer, the Depositor and the Trustee for any taxes and costs including,
without limitation, any reasonable attorneys' fees imposed on or incurred by the
Trust Fund, the Depositor or the Trustee, as a result of a breach of the
Servicer's covenants set forth in Article III or this Article X or any state,
local or franchise taxes imposed upon the Trust Fund as a result of the location
of the Servicer or any subservicer.



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                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                           SECTION 11.01. Amendment.

                  This Agreement or any Custodial Agreement may be amended from
time to time by the Depositor, the Servicer, the Trustee and, if applicable, the
Custodian, with the consent of the NIMS Insurer and without the consent of any
of the Certificateholders, (i) to cure any ambiguity or defect, (ii) to correct,
modify or supplement any provisions herein (including to give effect to the
expectations of Certificateholders), or in any Custodial Agreement, or (iii) to
make any other provisions with respect to matters or questions arising under
this Agreement or in any Custodial Agreement which shall not be inconsistent
with the provisions of this Agreement or such Custodial Agreement, provided that
such action shall not adversely affect in any material respect the interests of
any Certificateholder, as evidenced by either (i) an Opinion of Counsel
delivered to the Servicer the Trustee to such effect or (ii) confirmation from
the Rating Agencies that such amendment shall not result in the reduction or
withdrawal of the rating of any outstanding Class of Certificates. No amendment
shall be deemed to adversely affect in any material respect the interests of any
Certificateholder who shall have consented thereto, and no Opinion of Counsel
shall be required to address the effect of any such amendment on any such
consenting Certificateholder.

                  This Agreement or any Custodial Agreement may also be amended
from time to time by the Depositor, the Servicer, the NIMS Insurer, the Trustee
and, if applicable, the Custodian, with the consent of the NIMS Insurer and the
Holders of Certificates entitled to at least 66% of the Voting Rights for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or any Custodial Agreement or of modifying
in any manner the rights of the Swap Provider or Holders of Certificates;
provided, however, that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, payments received on Mortgage Loans which are
required to be distributed on any Certificate without the consent of the Holder
of such Certificate, (ii) adversely affect in any material respect the interests
of the Swap Provider or Holders of any Class of Certificates (as evidenced by
either (i) an Opinion of Counsel delivered to the Trustee or (ii) written notice
to the Depositor, the Servicer and the Trustee from the Rating Agencies that
such action shall not result in the reduction or withdrawal of the rating of any
outstanding Class of Certificates with respect to which it is a Rating Agency)
in a manner other than as described in (i), or (iii) modify the consents
required by the immediately preceding clauses (i) and (ii) without the consent
of the Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or the Servicer or any Affiliate thereof shall be entitled to
Voting Rights with respect to matters affecting such Certificates.

                  Notwithstanding any contrary provision of this Agreement, none
of the Trustee or the NIMS Insurer shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel satisfactory
to the NIMS Insurer to the effect that such amendment shall not result in the
imposition of any tax on any Trust REMIC pursuant to the



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REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any
time that any Certificates are outstanding.

                  Notwithstanding any of the other provisions of this Section
11.01, none of the Depositor, the Servicer or the Trustee shall enter into any
amendment of this Agreement that would significantly change the permitted
activities of the Trust Fund without the consent of the NIMS Insurer and the
Holders of Certificates that represent more than 50% of the aggregate
Certificate Principal Balance of all Certificates.

                  Notwithstanding any of the other provisions of this Section
11.01, none of the Depositor, the Servicer or the Trustee shall enter into any
amendment to Section 4.09 or Section 11.10 of this Agreement without the prior
written consent of the Swap Provider.

                  Promptly after the execution of any such amendment the Trustee
shall furnish a copy of such amendment to each Certificateholder.

                  It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

                  The cost of any Opinion of Counsel to be delivered pursuant to
this Section 11.01 shall be borne by the Person seeking the related amendment,
but in no event shall such Opinion of Counsel be an expense of the Trustee.

                  The Trustee may, but shall not be obligated to enter into any
amendment pursuant to this Section that affects its respective rights, duties
and immunities under this Agreement or otherwise.

                           SECTION 11.02. Recordation of Agreement;
                                          Counterparts.

                  To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Servicer at the expense of the Certificateholders, but only upon
direction of the Trustee accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

                  For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.



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                           SECTION 11.03. Limitation on Rights of
                                          Certificateholders.

                  The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

                  No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of any of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

                  No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless (i)
such Holder previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and (ii) the
Holders of Certificates entitled to at least 25% of the Voting Rights shall have
made written request upon the Trustee to institute such action, suit or
proceeding in the name of the Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 15 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law
or in equity.

                           SECTION 11.04. Governing Law.

                  This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws excluding the choice
of laws provisions therein.

                           SECTION 11.05. Notices.

                  All directions, demands, requests, authorizations and notices
hereunder shall be in writing and shall be deemed to have been duly given when
received if personally delivered at or mailed by first class mail, postage
prepaid, or by express delivery service, facsimile, electronic



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mail or delivered in any other manner specified herein, to (a) in the case of
the Depositor or Ameriquest Mortgage Company, 1100 Town & Country Road, Suite
1100, Orange, California 92868, Attention: Capital Markets (telecopy number:
(714) 245-0198), or such other address or telecopy number as may hereafter be
furnished to the Servicer, the NIMS Insurer, and the Trustee in writing by the
Depositor, (b) in the case of the Servicer, Litton Loan Servicing LP, 4828 Loop
Central Drive, Houston, Texas 77081, Attention: Janice McClure (telecopy number:
(713) 960-0539), or such other address or telecopy number as may hereafter be
furnished to the Trustee, the NIMS Insurer and the Depositor in writing by the
Servicer, (c) in the case of the Trustee, Wells Fargo Bank, N.A., P.O. Box 98,
Columbia, Maryland 21046, Attention: Client Manager--Park Place 2005-WLL1, with
a copy to Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland
21045-1951, Attention: Park Place Securities, Inc., Series 2005-WLL1, or such
other address or telecopy number as may hereafter be furnished in writing by the
Trustee, (e) in the case of the NIMS Insurer, such address furnished to the
Depositor, the Servicer and the Trustee in writing by the NIMS Insurer and (e)
in the case of Ameriquest Mortgage Company, 1100 Town & Country Road, Suite
1100, Orange, California 92868. Any notice required or permitted to be given to
a Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.

                           SECTION 11.06. Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                           SECTION 11.07. Notice to Rating Agencies and the NIMS
                                          Insurer.

                  The Trustee shall use its best efforts promptly to provide
notice to the Rating Agencies and the NIMS Insurer with respect to each of the
following of which it has actual knowledge:

                  1.       Any material change or amendment to this Agreement;

                  2.       The occurrence of any Servicer Event of Default that
         has not been cured or waived;

                  3.       The resignation or termination of the Servicer;

                  4.       The repurchase or substitution of Mortgage Loans
         pursuant to or as contemplated by Section 2.03;

                  5.       The final payment to the Holders of any Class of
         Certificates;



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                  6.       Any change in the location of the Collection Account
         or the Distribution Account;

                  7.       Any event that would result in the inability of the
         Trustee, were it to succeed as Servicer, to make advances regarding
         delinquent Mortgage Loans; and

                  8.       The filing of any claim under the Servicer's blanket
         bond and errors and omissions insurance policy required by Section 3.09
         or the cancellation or material modification of coverage under any such
         instrument.

                  In addition, the Trustee shall promptly furnish to each Rating
Agency and the NIMS Insurer copies of each report to Certificateholders
described in Section 4.02 and the Servicer, as required pursuant to Section 3.19
and Section 3.20, shall promptly furnish to each Rating Agency copies of the
following:

                  1.       Each annual statement as to compliance described in
         Section 3.19; and

                  2.       Each annual independent public accountants' servicing
         report described in Section 3.20.

                  Any such notice pursuant to this Section 11.07 shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, or by express delivery service
to Moody's Investors Service, 99 Church Street, New York, New York 10007, to
Fitch Ratings, One State Street Plaza, New York, New York 10004 and to Standard
& Poor's, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New
York, New York 10041, or such other addresses as the Rating Agencies may
designate in writing to the parties hereto.

                           SECTION 11.08. Article and Section References.

                  All article and section references used in this Agreement,
unless otherwise provided, are to articles and sections in this Agreement.

                           SECTION 11.09. Grant of Security Interest.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Depositor to the Trustee be, and be
construed as, a sale of the Mortgage Loans by the Depositor and not a pledge of
the Mortgage Loans by the Depositor to secure a debt or other obligation of the
Depositor or the Seller. However, in the event that, notwithstanding the
aforementioned intent of the parties, the Mortgage Loans are held to be property
of the Depositor or the Seller, then, (a) it is the express intent of the
parties that such conveyance be deemed a pledge of the Mortgage Loans by the
Depositor to the Trustee to secure a debt or other obligation of the Depositor
or the Seller and (b)(1) this Agreement shall also be deemed to be a security
agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code
as in effect from time to time in the State of New York; (2) the conveyance
provided for in Section 2.01 hereof shall be deemed to be a grant by the Seller
and the Depositor to the Trustee of a security interest in all of the Seller's
and the Depositor's right, title and interest in and to the Mortgage



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Loans and all amounts payable to the holders of the Mortgage Loans in accordance
with the terms thereof and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Collection Account and the
Distribution Account, whether in the form of cash, instruments, securities or
other property; (3) the obligations secured by such security agreement shall be
deemed to be all of the Depositor's obligations under this Agreement, including
the obligation to provide to the Certificateholders the benefits of this
Agreement relating to the Mortgage Loans and the Trust Fund; and (4)
notifications to persons holding such property, and acknowledgments, receipts or
confirmations from persons holding such property, shall be deemed notifications
to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law. Accordingly, the
Depositor hereby grants to the Trustee a security interest in the Mortgage Loans
and all other property described in clause (2) of the preceding sentence, for
the purpose of securing to the Trustee the performance by the Depositor of the
obligations described in clause (3) of the preceding sentence. Notwithstanding
the foregoing, the parties hereto intend the conveyance pursuant to Section 2.01
and the transfer pursuant to the Mortgage Loan Purchase Agreement to be a true,
absolute and unconditional sale of the Mortgage Loans and assets constituting
the Trust Fund by the Depositor to the Trustee.

                           SECTION 11.10. Third Party Rights.

                  The NIMS Insurer and the Swap Provider shall be third-party
beneficiaries of this Agreement to the same extent as if they were parties
hereto, and shall have the right to enforce the provisions of this Agreement.
Without limiting the generality of the foregoing, provisions herein that refer
to the "benefit" of Certificateholders or the "interests" of the
Certificateholders or actions "for the benefit of" Certificateholders also
include an implicit reference to the benefits or interests of the NIMS Insurer,
if any.



                                      160
<PAGE>


                  IN WITNESS WHEREOF, the Depositor, the Servicer the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, in each case as of the day and year first above
written.


                                          PARK PLACE SECURITIES, INC.,
                                          as Depositor


                                          By: /s/ John P. Grazer
                                             -------------------------------
                                          Name:  John P. Grazer
                                          Title: CFO



                                          LITTON LOAN SERVICING LP as Servicer


                                          By: /s/ Janice Mc Clure
                                             -------------------------------
                                          Name:  Janice Mc Clure
                                          Title: Senior Vice President



                                          WELLS FARGO BANK, N.A.,
                                          as Trustee


                                          By: /s/ Peter A. Gobell
                                             -------------------------------
                                          Name:  Peter A. Gobell
                                          Title: Vice President

<PAGE>


STATE OF CALIFORNIA        )
                           ) ss.:
COUNTY OF ORANGE           )


                  On the _____ day of March 2005, before me, a notary public in
and for said State, personally appeared John P. Grazer, known to me to be a
Chief Financial Officer of Park Place Securities, Inc., one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                __________________
                                                  Notary Public

[Notarial Seal]

<PAGE>


STATE OF                   )
                           ) ss.:
COUNTY OF                  )


                  On the _____ day of March 2005, before me, a notary public in
and for said State, personally appeared _______________ known to me to be
____________________ of Litton Loan Servicing LP, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                __________________
                                                  Notary Public

[Notarial Seal]

<PAGE>


STATE OF MARYLAND          )
                           ) ss.:
COUNTY OF ANNE ARUNDEL     )


                  On the ____ day of March 2005, before me, a notary public in
and for said State, personally appeared ______________, known to me to be
____________________ of Wells Fargo Bank, N.A., one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                __________________
                                                  Notary Public

[Notarial Seal]

<PAGE>


                                   EXHIBIT A-1

                         FORM OF CLASS A-1A CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").


Series 2005-WLL1, Class A-1A                Aggregate Certificate Principal
                                            Balance of the Class A-1A
                                            Certificates as of the Issue Date:
                                            $600,936,000.00

Pass-Through Rate: Variable                 Denomination:  $600,936,000.00

Date of Pooling and Servicing Agreement     Servicer: Litton Loan Servicing LP
and Cut-off Date: March 1, 2005

Distribution Date: March 25, 2005           Trustee: Wells Fargo Bank, N.A.

No. 1
                                            Issue Date: March 29, 2005

                                            CUSIP: 70069F GU 5



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.




                                     A-1-1
<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-1A Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-1A Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Park
Place Securities, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1A Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.


                                     A-1-2
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR
plus the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin
with respect to this Certificate shall be determined in accordance with the
terms of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any) and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                                     A-1-3
<PAGE>


                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee, the NIMS Insurer (if any) or the Certificate Registrar may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-1-4
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005

                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-1-5
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      _________________________________________
                                      Signature by or on behalf of assignor

                                      _________________________________________
                                      Signature Guaranteed




                                     A-1-6
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.





                                     A-1-7
<PAGE>



                                   EXHIBIT A-2

                         FORM OF CLASS A-1B CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").


Series 2005-WLL1, Class A-1B                Aggregate Certificate Principal
                                            Balance of the Class A-1B
                                            Certificates as of the Issue Date:
                                            $66,769,000.00

Pass-Through Rate: Variable                 Denomination:  $66,769,000.00

Date of Pooling and Servicing Agreement     Servicer: Litton Loan Servicing LP
and Cut-off Date: March 1, 2005

Distribution Date: March 25, 2005           Trustee: Wells Fargo Bank, N.A.

No. 1
                                            Issue Date: March 29, 2005

                                            CUSIP: 70069F GV 3



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.




                                     A-2-1
<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-1B Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-1B Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Park
Place Securities, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1B Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                     A-2-2
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR
plus the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin
with respect to this Certificate shall be determined in accordance with the
terms of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                                     A-2-3
<PAGE>


                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee, the NIMS Insurer (if any) or the Certificate Registrar may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-2-4
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005


                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-2-5
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto __________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      _________________________________________
                                      Signature by or on behalf of assignor

                                      _________________________________________
                                      Signature Guaranteed




                                     A-2-6
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.









                                     A-2-7
<PAGE>






                                   EXHIBIT A-3

                                   [RESERVED]









                                      A-3-1

<PAGE>



                                   EXHIBIT A-4

                                   [RESERVED]









                                      A-4-1

<PAGE>


                                   EXHIBIT A-5

                                   [RESERVED]









                                      A-5-1

<PAGE>



                                   EXHIBIT A-6

                                   [RESERVED]











                                      A-6-1

<PAGE>


                                   EXHIBIT A-7

                                   [RESERVED]









                                      A-7-1


<PAGE>


                                   EXHIBIT A-8

                                   [RESERVED]











                                      A-8-1





<PAGE>



                                   EXHIBIT A-9

                          FORM OF CLASS M-1 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES TO THE EVENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.


Series 2005-WLL1, Class M-1                 Aggregate Certificate Principal
                                            Balance of the Class M-1
                                            Certificates as of the Issue Date:
                                            $29,049,000.00

Pass-Through Rate: Variable                 Denomination:  $29,049,000

Date of Pooling and Servicing Agreement     Servicer: Litton Loan Servicing LP
and Cut-off Date: March 1, 2005

Distribution Date: March 25, 2005           Trustee: Wells Fargo Bank, N.A.

No. 1                                       Issue Date: March 29, 2005

                                            CUSIP: 70069F GW 1



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY



                                     A-9-1
<PAGE>



         ACT OF 1974, AS AMENDED ("ERISA"), OR THE CODE WILL BE
         REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
         HEREIN.

                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-1 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Park
Place Securities, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-1 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of



                                     A-9-2
<PAGE>



this Certificate at the office or agency appointed by the Trustee for that
purpose as provided in the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR
plus the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin
with respect to this Certificate shall be determined in accordance with the
terms of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the




                                     A-9-3
<PAGE>



Certificate Registrar duly executed by, the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of the same Class in authorized denominations evidencing the same aggregate
Percentage Interest will be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the NIMS Insurer (if any) or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Servicer, the Trustee, the NIMS Insurer (if any),
the Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-9-4
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005


                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-9-5
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      _____________________________________
                                      Signature by or on behalf of assignor

                                      ______________________________________
                                      Signature Guaranteed




                                     A-9-6
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.









                                     A-9-7
<PAGE>




                                     A-10-7

                                  EXHIBIT A-10

                          FORM OF CLASS M-2 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES AND THE CLASS M-1 CERTIFICATES TO THE EVENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.


Series 2005-WLL1, Class M-2                 Aggregate Certificate Principal
                                            Balance of the Class M-2
                                            Certificates as of the Issue Date:
                                            $26,524,000.00

Pass-Through Rate: Variable                 Denomination:  $26,524,000.00

Date of Pooling and Servicing Agreement     Servicer: Litton Loan Servicing LP
and Cut-off Date: March 1, 2005

Distribution Date: March 25, 2005           Trustee: Wells Fargo Bank, N.A.

No. 1                                       Issue Date: March 29, 2005

                                            CUSIP: 70069F GX 9


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.





                                     A-10-1
<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-2 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Park
Place Securities, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-2 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula



                                     A-10-2
<PAGE>



Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate for such
Distribution Date. For any Distribution Date and this Certificate, the Formula
Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin and (b)
the Maximum Cap Rate. The Certificate Margin with respect to this Certificate
shall be determined in accordance with the terms of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.




                                     A-10-3
<PAGE>


                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the NIMS Insurer (if any) or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Servicer, the Trustee, the NIMS Insurer (if any),
the Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-10-4
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005

                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-10-5
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      __________________________________________
                                      Signature by or on behalf of assignor

                                      __________________________________________
                                      Signature Guaranteed




                                     A-10-6
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.






                                     A-10-7
<PAGE>



                                  EXHIBIT A-11

                          FORM OF CLASS M-3 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2
         CERTIFICATES TO THE EVENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.


Series 2005-WLL1, Class M-3                 Aggregate Certificate Principal
                                            Balance of the Class M-3
                                            Certificates as of the Issue Date:
                                            $16,419,000.00

Pass-Through Rate: Variable                 Denomination:  $16,419,000.00

Date of Pooling and Servicing Agreement     Servicer: Litton Loan Servicing LP
and Cut-off Date: March 1, 2005

Distribution Date: March 25, 2005           Trustee: Wells Fargo Bank, N.A.

No. 1                                       Issue Date: March 29, 2005

                                            CUSIP: 70069F GY 7


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.




                                     A-11-1
<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-3 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Park
Place Securities, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-3 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula



                                     A-11-2
<PAGE>



Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate for such
Distribution Date. For any Distribution Date and this Certificate, the Formula
Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin and (b)
the Maximum Cap Rate. The Certificate Margin with respect to this Certificate
shall be determined in accordance with the terms of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.



                                     A-11-3
<PAGE>



                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the NIMS Insurer (if any) or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Servicer, the Trustee, the NIMS Insurer (if any),
the Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-11-4
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005


                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-11-5
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      __________________________________________
                                      Signature by or on behalf of assignor

                                      __________________________________________
                                      Signature Guaranteed




                                     A-11-6
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.






                                     A-11-7
<PAGE>



                                  EXHIBIT A-12

                          FORM OF CLASS M-4 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
         CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO THE EVENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.


Series 2005-WLL1, Class M-4                 Aggregate Certificate Principal
                                            Balance of the Class M-4
                                            Certificates as of the Issue Date:
                                            $14,314,000.00

Pass-Through Rate: Variable                 Denomination:  $14,314,000.00

Date of Pooling and Servicing Agreement     Servicer: Litton Loan Servicing LP
and Cut-off Date: March 1, 2005

Distribution Date: March 25, 2005           Trustee: Wells Fargo Bank, N.A.

No. 1                                       Issue Date: March 29, 2005

                                            CUSIP: 70069F GZ 4


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.




                                     A-12-1
<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED
         BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-4 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-4 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Park
Place Securities, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-4 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula



                                     A-12-2
<PAGE>



Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate for such
Distribution Date. For any Distribution Date and this Certificate, the Formula
Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin and (b)
the Maximum Cap Rate. The Certificate Margin with respect to this Certificate
shall be determined in accordance with the terms of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                                     A-12-3
<PAGE>



                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the NIMS Insurer (if any) or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Servicer, the Trustee, the NIMS Insurer (if any),
the Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-12-4
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005


                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-12-5
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      __________________________________________
                                      Signature by or on behalf of assignor

                                      __________________________________________
                                      Signature Guaranteed




                                     A-12-6
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.





                                     A-12-7
<PAGE>



                                     A-13-8

                                  EXHIBIT A-13

                         CLASS OF CLASS M-5 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
         CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO THE EVENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

Series 2005-WLL1, Class M-5                 Aggregate Certificate Principal
                                            Balance of the Class M-5
                                            Certificates as of the Issue Date:
                                            $13,475,000.00

Pass-Through Rate: Variable                 Denomination:  $13,472,000.00

Date of Pooling and Servicing Agreement     Servicer: Litton Loan Servicing LP
and Cut-off Date: March 1, 2005

Distribution Date: March 25, 2005           Trustee: Wells Fargo Bank, N.A.

No. 1                                       Issue Date: March 29, 2005

                                            CUSIP: 70069F HA 8






                                     A-13-1
<PAGE>





         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.




                                     A-13-2
<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-5 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-5 Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Park
Place Securities, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-5 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula



                                     A-13-3
<PAGE>



Rate for such Distribution Date and (y) the Net WAC Pass-Through Rate for such
Distribution Date. For any Distribution Date and this Certificate, the Formula
Rate is the lesser of (a) One-Month LIBOR plus the Certificate Margin and (b)
the Maximum Cap Rate. The Certificate Margin with respect to this Certificate
shall be determined in accordance with the terms of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.


                                     A-13-4
<PAGE>


                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the NIMS Insurer (if any) or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Servicer, the Trustee, the NIMS Insurer (if any),
the Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-13-5
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005


                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-13-6
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:


                                      __________________________________________
                                      Signature by or on behalf of assignor


                                      __________________________________________
                                      Signature Guaranteed




                                     A-13-7
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.







                                     A-13-8
<PAGE>



                                  EXHIBIT A-14

                          FORM OF CLASS M-6 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES,
         THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
         CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE
         CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING
         AND SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.






                                     A-14-1
<PAGE>





Series 2005-WLL1, Class M-6                 Aggregate Certificate Principal
                                            Balance of the Class M-6
                                            Certificates as of the Issue Date:
                                            $34,000,000.00

Pass-Through Rate: Variable                 Denomination:  $34,000,000.00

Date of Pooling and Servicing Agreement     Servicer: Litton Loan Servicing LP
and Cut-off Date: March 1, 2005

Distribution Date: March 25, 2005           Trustee: Wells Fargo Bank, N.A.

No. 1                                       Issue Date: March 29, 2005

                                            CUSIP: 70069F HB 6

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.






                                     A-14-2
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-6 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-6 Certificates created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-6 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                     A-14-3
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR
plus the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin
with respect to this Certificate shall be determined in accordance with the
terms of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in



                                     A-14-4
<PAGE>



authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification (other
than in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee and
the Certificate Registrar shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Trustee or the Servicer in
their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee, the NIMS Insurer (if any) or the Certificate Registrar may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.



                                     A-14-5
<PAGE>


                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the sum of the
aggregate Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date and the Original Pre-Funded Amounts

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-14-6
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005

                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-14-7
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      __________________________________________
                                      Signature by or on behalf of assignor


                                      __________________________________________
                                      Signature Guaranteed




                                     A-14-8
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.






                                     A-14-9
<PAGE>



                                  EXHIBIT A-15

                          FORM OF CLASS M-7 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES,
         THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
         CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
         M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO THE EXTENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.






                                     A-15-1
<PAGE>





Series 2005-WLL1, Class M-7                 Aggregate Certificate Principal
                                            Balance of the Class M-7
                                            Certificates as of the Issue Date:
                                            $10,946,000.00


Pass-Through Rate: Variable                 Denomination:  $10,946,000.00

Date of Pooling and Servicing Agreement     Servicer: Litton Loan Servicing LP
and Cut-off  Date: March 1, 2005

Distribution Date: March 25, 2005           Trustee: Wells Fargo Bank, N.A.

No. 1                                       Issue Date: March 29, 2005

                                            CUSIP: 70069F HC 4

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.




                                     A-15-2
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-7 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-7 Certificates created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-7 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.


                                     A-15-3
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR
plus the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin
with respect to this Certificate shall be determined in accordance with the
terms of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in



                                     A-15-4
<PAGE>



authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification (other
than in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee and
the Certificate Registrar shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Trustee or the Servicer in
their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee, the NIMS Insurer (if any) or the Certificate Registrar may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.


                                     A-15-5
<PAGE>


                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the sum of the
aggregate Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date and the Original Pre-Funded Amounts

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-15-6
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005


                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-15-7
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      __________________________________________
                                      Signature by or on behalf of assignor


                                      __________________________________________
                                      Signature Guaranteed




                                     A-15-8
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.







                                     A-15-9
<PAGE>



                                  EXHIBIT A-16

                          FORM OF CLASS M-8 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES,
         THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
         CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
         M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.





                                     A-16-1
<PAGE>





Series 2005-WLL1, Class M-8                 Aggregate Certificate Principal
                                            Balance of the Class M-8
                                            Certificates as of the Issue Date:
                                            $10,525,000.00

Pass-Through Rate: Variable                 Denomination:  $10,525,000.00

Date of Pooling and Servicing Agreement     Servicer: Litton Loan Servicing LP
and Cut-off Date: March 1, 2005

Distribution Date: March 25, 2005           Trustee: Wells Fargo Bank, N.A.

No. 1                                       Issue Date: March 29, 2005

                                            CUSIP: 70069F HD 24

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.





                                     A-16-2
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-8 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-8 Certificates created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-8 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                     A-16-3
<PAGE>


                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR
plus the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin
with respect to this Certificate shall be determined in accordance with the
terms of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in



                                     A-16-4
<PAGE>



authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification (other
than in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee and
the Certificate Registrar shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Trustee or the Servicer in
their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee, the NIMS Insurer (if any) or the Certificate Registrar may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.



                                     A-16-5
<PAGE>


                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the sum of the
aggregate Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date and the Original Pre-Funded Amounts

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-16-6
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005


                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-16-7
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      __________________________________________
                                      Signature by or on behalf of assignor


                                      __________________________________________
                                      Signature Guaranteed




                                     A-16-8
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.







                                     A-16-9
<PAGE>



                                  EXHIBIT A-17

                          FORM OF CLASS M-9 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES,
         THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
         CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
         M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7
         CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.





                                     A-17-1
<PAGE>




Series 2005-WLL1, Class M-9                 Aggregate Certificate Principal
                                            Balance of the Class M-9
                                            Certificates as of the Issue Date:
                                            $5,894,000.00

Pass-Through Rate: Variable                 Denomination:  $5,894,000.00

Date of Pooling and Servicing Agreement     Servicer: Litton Loan Servicing LP
and Cut-off Date: March 1, 2005

Distribution Date: March 25, 2005           Trustee: Wells Fargo Bank, N.A.

No. 1                                       Issue Date: March 29, 2005

                                            CUSIP: 70069F HE 0

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.




                                     A-17-2
<PAGE>





                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-9 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-9 Certificates created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-9 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.


                                     A-17-3
<PAGE>



                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR
plus the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin
with respect to this Certificate shall be determined in accordance with the
terms of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in



                                     A-17-4
<PAGE>



authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification (other
than in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee and
the Certificate Registrar shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Trustee or the Servicer in
their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee, the NIMS Insurer (if any) or the Certificate Registrar may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.



                                     A-17-5
<PAGE>



                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the sum of the
aggregate Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date and the Original Pre-Funded Amounts

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-17-6
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005


                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-17-7
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      __________________________________________
                                      Signature by or on behalf of assignor


                                      __________________________________________
                                      Signature Guaranteed




                                     A-17-8
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.










                                     A-17-9
<PAGE>



                                  EXHIBIT A-18

                         FORM OF CLASS M-10 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES,
         THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
         CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
         M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7
         CERTIFICATES, THE CLASS M-8 CERTIFICATES AND THE CLASS M-9
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.






                                     A-18-1
<PAGE>




Series 2005-WLL1, Class M-10                Aggregate Certificate Principal
                                            Balance of the Class M-10
                                            Certificates as of the Issue Date:
                                            $6,315,000.00

Pass-Through Rate: Variable                 Denomination: $6,315,000.00

Date of Pooling and Servicing Agreement     Servicer: Wells Fargo Bank, N.A.
and Cut-off Date: March 1, 2005

Distribution Date: March 25, 2005           Trustee: Wells Fargo Bank, N.A.

No. 1                                       Issue Date: March 29, 2005

                                            CUSIP: 70069F HF 7


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.




                                     A-18-2
<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-10 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-10 Certificates created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-10 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.



                                     A-18-3
<PAGE>



                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR
plus the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin
with respect to this Certificate shall be determined in accordance with the
terms of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in



                                     A-18-4
<PAGE>



authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification (other
than in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee and
the Certificate Registrar shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Trustee or the Servicer in
their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee, the NIMS Insurer (if any) or the Certificate Registrar may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.



                                     A-18-5
<PAGE>


                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the sum of the
aggregate Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date and the Original Pre-Funded Amounts

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-18-6
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005


                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-18-7
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      __________________________________________
                                      Signature by or on behalf of assignor


                                      __________________________________________
                                      Signature Guaranteed




                                     A-18-8
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.







                                     A-18-9
<PAGE>



                                  EXHIBIT A-19

                         FORM OF CLASS M-11 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES,
         THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE
         CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS
         M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7
         CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9
         CERTIFICATES AND THE CLASS M-10 CERTIFICATES TO THE EXTENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.






                                     A-19-1
<PAGE>




Series 2005-WLL1, Class M-11                Aggregate Certificate Principal
                                            Balance of the Class M-11
                                            Certificates as of the Issue Date:
                                            $8,420,000.00

Pass-Through Rate: Variable                 Denomination: $8,420,000.00

Date of Pooling and Servicing Agreement     Servicer: Wells Fargo Bank, N.A.
and Cut-off Date: March 1, 2005

Distribution Date: March 25, 2005           Trustee: Wells Fargo Bank, N.A.

No. 1
                                            Issue Date: March 29, 2005

                                            CUSIP: 70069F HG 5


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.

         ANY TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE
         REPRESENTATIONS SET FORTH IN SECTION 5.02(C) OF THE AGREEMENT.




                                     A-19-2
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Cede & Co. is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class M-11 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class M-11 Certificates created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-11 Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.


                                     A-19-3
<PAGE>



                  The Pass-Through Rate applicable to the calculation of
interest payable with respect to this Certificate on any Distribution Date shall
be the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the Net WAC Pass-Through Rate for such Distribution Date. For any Distribution
Date and this Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR
plus the Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin
with respect to this Certificate shall be determined in accordance with the
terms of the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  Any transferee of this Certificate shall be deemed to make the
representations set forth in Section 5.02(c) of the Agreement.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in



                                     A-19-4
<PAGE>



authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification (other
than in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee and
the Certificate Registrar shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Trustee or the Servicer in
their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the Trustee, the NIMS Insurer (if any) or the Certificate Registrar may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.



                                     A-19-5
<PAGE>


                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the sum of the
aggregate Stated Principal Balance of the Initial Mortgage Loans at the Cut-off
Date and the Original Pre-Funded Amounts

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-19-6
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005


                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-19-7
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      __________________________________________
                                      Signature by or on behalf of assignor


                                      __________________________________________
                                      Signature Guaranteed




                                     A-19-8
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.








                                     A-19-9
<PAGE>



                                  EXHIBIT A-20

                          FORM OF CLASS CE CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT", AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND
         THE MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


Series 2005-WLL1, Class CE                  Aggregate Notional Amount of the
                                            Class CE Certificates as of the
                                            Issue Date: $19,366,193

Date of Pooling and Servicing Agreement     Aggregate Certificate balance of the
and Cut-off  Date: March 1, 2005            Class CE Certificates as of the
                                            Issue Date:

Distribution Date: March 25, 2005           $19,366,193

No. 1                                       Servicer: Litton Loan Servicing LP

Issue Date: March 29, 2005                  Trustee: Wells Fargo Bank, N.A.



                                     A-20-1
<PAGE>



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE
         HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS
         THE DENOMINATION OF THIS CERTIFICATE.


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Wells Fargo Bank, N.A., as Indenture
Trustee for the Park Place NIM 2004-WHQN2 Notes is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class CE Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class CE Certificates in a REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Park
Place Securities, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class CE Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified



                                     A-20-2
<PAGE>



the Trustee in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the Trustee
for that purpose as provided in the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.



                                     A-20-3
<PAGE>


                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification (other
than in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without registration or qualification, the Trustee and
the Certificate Registrar shall require receipt of (i) if such transfer is
purportedly being made in reliance upon Rule 144A under the 1933 Act, written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement as Exhibit F-1, and (ii) in all other cases, an
Opinion of Counsel satisfactory to it that such transfer may be made without
such registration or qualification (which Opinion of Counsel shall not be an
expense of the Trust Fund or of the Depositor, the Trustee or the Servicer in
their respective capacities as such), together with copies of the written
certification(s) of the Holder of the Certificate desiring to effect the
transfer and/or such Holder's prospective transferee upon which such Opinion of
Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the NIMS Insurer (if any) or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Servicer, the Trustee, the NIMS Insurer (if any),
the Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan



                                     A-20-4
<PAGE>



remaining in REMIC I, and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from REMIC I of all
the Mortgage Loans and all property acquired in respect of such Mortgage Loans.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans at the
Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-20-5
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005


                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-20-6
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      __________________________________________
                                      Signature by or on behalf of assignor


                                      __________________________________________
                                      Signature Guaranteed




                                     A-20-7
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.










                                     A-20-8
<PAGE>



                                  EXHIBIT A-21

                           FORM OF CLASS P CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT", AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
         860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
         (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


Series 2005-WLL1, Class P                   Aggregate Certificate Principal
                                            Balance of the Class P Certificates
                                            as of the Issue Date: $100.00

Date of Pooling and Servicing Agreement     Denomination:  $100.00
and Cut-off Date: March 1, 2005

Distribution Date: March 25, 2005           Servicer: Litton Loan Servicing LP

No. 1                                       Trustee:  Wells Fargo Bank, N.A.

                                            Issue Date: March 29, 2005



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE
         OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE OUTSTANDING



                                     A-21-1
<PAGE>



         CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
         THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.













                                     A-21-2
<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Wells Fargo Bank, N.A., as Indenture
Trustee for the Park Place NIM 2004-WHQN2 Notes is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class P Certificates as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class P Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Park Place
Securities, Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer and the Trustee, a summary
of certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class P Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.


                                     A-21-3
<PAGE>



                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class of Certificates specified on the face hereof
equal to the denomination specified on the face hereof divided by the aggregate
Certificate Principal Balance of the Class of Certificates specified on the face
hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification (other
than in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer



                                     A-21-4
<PAGE>



under the Indenture or the indenture trustee under the Indenture to the
Depositor or an Affiliate of the Depositor). In the event that such a transfer
of this Certificate is to be made without registration or qualification, the
Trustee and the Certificate Registrar shall require receipt of (i) if such
transfer is purportedly being made in reliance upon Rule 144A under the 1933
Act, written certifications from the Holder of the Certificate desiring to
effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee or
the Servicer in their respective capacities as such), together with copies of
the written certification(s) of the Holder of the Certificate desiring to effect
the transfer and/or such Holder's prospective transferee upon which such Opinion
of Counsel is based. None of the Depositor, the Certificate Registrar or the
Trustee is obligated to register or qualify the Class of Certificates specified
on the face hereof under the 1933 Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any Holder desiring to
effect a transfer of this Certificate shall be required to indemnify the
Trustee, the Depositor, the Certificate Registrar and the Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the NIMS Insurer (if any) or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Servicer, the Trustee, the NIMS Insurer (if any),
the Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance



                                     A-21-5
<PAGE>



of the Mortgage Loans at the time of purchase being less than 10% of the
aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.







                                     A-21-6
<PAGE>




                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005

                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory





                                     A-21-7
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      __________________________________________
                                      Signature by or on behalf of assignor


                                      __________________________________________
                                      Signature Guaranteed




                                     A-21-8
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.







                                     A-21-9
<PAGE>



                                  EXHIBIT A-22

                           FORM OF CLASS R CERTIFICATE

         THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
         PERSON.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT" ("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
         IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION
         5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN
         AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1)
         THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR
         POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
         INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF
         ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A
         COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS
         EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS
         SUCH




                                     A-22-1
<PAGE>



         ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF
         THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION
         1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
         FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE
         REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT
         OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH
         TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND
         (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
         RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
         TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
         CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
         DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
         OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
         SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
         AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
         FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
         RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
         THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE
         CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE
         PROVISIONS OF SECTION 5.02(D) OF THE POOLING AND SERVICING
         AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
         DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING
         BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

Series 2005-WLL1, Class R                   Aggregate Percentage Interest of the
                                            Class R Certificates as of the Issue
                                            Date: 100.00% Percentage Interest

Date of Pooling and Servicing Agreement     Denomination: 100% Percentage
and Cut-off Date: March 1, 2005             Interest

Distribution Date: March 25, 2005           Servicer: Litton Loan Servicing LP

No. 1                                       Trustee:  Wells Fargo Bank, N.A.

                                            Issue Date: March 29, 2005





                                     A-22-2
<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Ameriquest Mortgage Company is the
registered owner of a Percentage Interest specified above in that certain
beneficial ownership interest evidenced by all the Class R Certificates in a
REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), among Park Place Securities, Inc. (hereinafter called
the "Depositor," which term includes any successor entity under the Agreement),
the Servicer and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called



                                     A-22-3
<PAGE>



the "Certificates") and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the denomination specified on
the face hereof divided by the aggregate Certificate Principal Balance of the
Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer (if any), the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification (other
than in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without



                                     A-22-4
<PAGE>



registration or qualification, the Trustee and the Certificate Registrar shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the Servicer in their respective capacities as such), together with
copies of the written certification(s) of the Holder of the Certificate desiring
to effect the transfer and/or such Holder's prospective transferee upon which
such Opinion of Counsel is based. None of the Depositor, the Certificate
Registrar or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Certificate
Registrar and the Servicer against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as residual
interests in three REMICs, (B) it will include in its income a PRO RATA share of
the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other



                                     A-22-5
<PAGE>



governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the NIMS Insurer (if any) or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Servicer, the Trustee, the NIMS Insurer (if any),
the Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-22-6
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005

                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory




                                     A-22-7
<PAGE>



                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      __________________________________________
                                      Signature by or on behalf of assignor


                                      __________________________________________
                                      Signature Guaranteed




                                     A-22-8
<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.










                                     A-22-9
<PAGE>



                                  EXHIBIT A-23

                          FORM OF CLASS R-X CERTIFICATE

         THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
         PERSON.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT" ("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
         IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION
         5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN
         AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1)
         THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR
         POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
         INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF
         ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A
         COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS
         EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS
         SUCH



                                     A-23-1
<PAGE>



         ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF
         THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION
         1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
         FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE
         REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT
         OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH
         TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND
         (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
         RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
         TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
         CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
         DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
         OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
         SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
         AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
         FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
         RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
         THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE
         CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE
         PROVISIONS OF SECTION 5.02(D) OF THE POOLING AND SERVICING
         AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
         DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING
         BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.


Series 2005-WLL1, Class R-X                 Aggregate Percentage Interest of the
                                            Class R-X Certificates as of the
                                            Issue Date: 100.00% Percentage
                                            Interest

Date of Pooling and Servicing Agreement     Denomination: 100% Percentage
and Cut-off Date: March 1, 2005             Interest

Distribution Date: March 25, 2005           Servicer: Litton Loan Servicing LP

No. 1                                       Trustee:  Wells Fargo Bank, N.A.

                                            Issue Date: March 29, 2005





                                     A-23-2
<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                           PARK PLACE SECURITIES, INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN PARK PLACE SECURITIES, INC., THE SERVICER, THE
         TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
         CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY
         ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

                  This certifies that Ameriquest Mortgage Company is the
registered owner of a Percentage Interest specified above in that certain
beneficial ownership interest evidenced by all the Class R-X Certificates in a
REMIC created pursuant to a Pooling and Servicing Agreement, dated as specified
above (the "Agreement"), among Park Place Securities, Inc. (hereinafter called
the "Depositor," which term includes any successor entity under the Agreement),
the Servicer and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 25th day of each month or, if such 25th day is not a Business Day,
the Business Day immediately following (a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R-X Certificates on such Distribution
Date pursuant to the Agreement.

                  All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trustee by
wire transfer in immediately available funds to the account of the Person
entitled thereto if such Person shall have so notified the Trustee in writing at
least five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Asset-Backed Pass-Through Certificates of the Series
specified on the face hereof (herein called



                                     A-23-3
<PAGE>



the "Certificates") and representing a Percentage Interest in the Class of
Certificates specified on the face hereof equal to the denomination specified on
the face hereof divided by the aggregate Certificate Principal Balance of the
Class of Certificates specified on the face hereof.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Servicer, the NIMS Insurer,(if any) and the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

                  As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies appointed by the Trustee as provided in
the Agreement, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest will be issued to the designated transferee or
transferees.

                  The Certificates are issuable in fully registered form only
without coupons in Classes and denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

                  No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification (other
than in connection with (i) the initial transfer of any such Certificate by the
Depositor to an affiliate of the Depositor, (ii) the transfer of any such
Certificate to the issuer under the Indenture or the indenture trustee under the
Indenture or (iii) a transfer of any such Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor). In the event that such a transfer of this
Certificate is to be made without



                                     A-23-4
<PAGE>



registration or qualification, the Trustee and the Certificate Registrar shall
require receipt of (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the Holder of the
Certificate desiring to effect the transfer, and from such Holder's prospective
transferee, substantially in the forms attached to the Agreement as Exhibit F-1,
and (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
transfer may be made without such registration or qualification (which Opinion
of Counsel shall not be an expense of the Trust Fund or of the Depositor, the
Trustee or the Servicer in their respective capacities as such), together with
copies of the written certification(s) of the Holder of the Certificate desiring
to effect the transfer and/or such Holder's prospective transferee upon which
such Opinion of Counsel is based. None of the Depositor, the Certificate
Registrar or the Trustee is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Depositor, the Certificate
Registrar and the Servicer against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.

                  No transfer of this Certificate to a Plan subject to ERISA or
Section 4975 of the Code, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person using "Plan Assets" to acquire this Certificate
shall be made except in accordance with Section 5.02(d) of the Agreement.

                  Prior to registration of any transfer, sale or other
disposition of this Certificate, the proposed transferee shall provide to the
Trustee (i) an affidavit to the effect that such transferee is any Person other
than a Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as residual
interests in three REMICs, (B) it will include in its income a PRO RATA share of
the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.

                  The Holder of this Certificate, by its acceptance hereof,
shall be deemed to have consented to the provisions of Section 5.02 of the
Agreement and to any amendment of the Agreement deemed necessary by counsel of
the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
Fund to cease to qualify as a REMIC or cause the imposition of a tax upon the
REMIC.

                  No service charge will be made for any such registration of
transfer or exchange of Certificates, but the Trustee may require payment of a
sum sufficient to cover any tax or other



                                     A-23-5
<PAGE>



governmental charge that may be imposed in connection with any transfer or
exchange of Certificates.

                  The Depositor, the Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Servicer,
the NIMS Insurer (if any) or the Certificate Registrar may treat the Person in
whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Servicer, the Trustee, the NIMS Insurer (if any),
the Certificate Registrar or any such agent shall be affected by notice to the
contrary.

                  The obligations created by the Agreement and the Trust Fund
created thereby shall terminate upon payment to the Certificateholders of all
amounts held by the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan remaining in
REMIC I, and (ii) the purchase by the party designated in the Agreement at a
price determined as provided in the Agreement from REMIC I of all the Mortgage
Loans and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Loans at the time of purchase being less than 10% of the aggregate
Stated Principal Balance of the Mortgage Loans at the Cut-off Date.

                  The recitals contained herein shall be taken as statements of
the Depositor and the Trustee assumes no responsibility for their correctness.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.




                                     A-23-6
<PAGE>



                  IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

Dated: March__, 2005

                                            WELLS FARGO BANK, N.A.
                                            as Trustee


                                            By:_________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Certificates referred to in the
within-mentioned Agreement.

                                            WELLS FARGO BANK, N.A.
                                            as Certificate Registrar


                                            By:_________________________________
                                                     Authorized Signatory






                                     A-23-7
<PAGE>


                                  ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common          UNIF GIFT MIN ACT -      Custodian
                                                             -------------------
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                             under Uniform Gifts
                                                                 to Minors Act
JT TEN -   as joint  tenants with right                       __________________
           if  survivorship  and not as                             (State)
           tenants in common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto _________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed Pass-
Through Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

                  I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:________________________
______________________________________________________________________________

Dated:

                                      __________________________________________
                                      Signature by or on behalf of assignor


                                      __________________________________________
                                      Signature Guaranteed




                                     A-23-8
<PAGE>


                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to__________________________________________________
for the account of _______________________________, account number______________
or, if mailed by check, to _____________________________________________________
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
_______________________________________________________________________________.

                  This information is provided by _____________________________,
the assignee named above, or ____________________________________, as its agent.









                                     A-23-9
<PAGE>



                                    EXHIBIT B

                           FORM OF LOST NOTE AFFIDAVIT

Loan #: ____________
Borrower: _____________

                  I, as ____________________ of ______________________, a
_______________ corporation am authorized to make this Affidavit on behalf of
_____________________ (the "Seller"). In connection with the administration of
the Mortgage Loans held by ____________________, a _________________ corporation
as Seller on behalf of Park Place Securities, Inc. (the "Purchaser"),
_____________________ (the "Deponent"), being duly sworn, deposes and says that:

         1.       The Seller's address is: _____________________
                                           _____________________
                                           _____________________

         2.       The Seller previously delivered to the Purchaser a signed
                  Initial Certification with respect to such Mortgage and/or
                  Assignment of Mortgage;

         3.       Such Mortgage Note and/or Assignment of Mortgage was assigned
                  or sold to the Purchaser by ________________________, a
                  ____________ corporation pursuant to the terms and provisions
                  of a Mortgage Loan Purchase Agreement dated as of __________
                  __, _____;

         4.       Such Mortgage Note and/or Assignment of Mortgage is not
                  outstanding pursuant to a request for release of Documents;

         5.       Aforesaid Mortgage Note and/or Assignment of Mortgage (the
                  "Original") has been lost;

         6.       Deponent has made or caused to be made a diligent search for
                  the Original and has been unable to find or recover same;

         7.       The Seller was the Seller of the Original at the time of the
                  loss; and

         8.       Deponent agrees that, if said Original should ever come into
                  Seller's possession, custody or power, Seller will immediately
                  and without consideration surrender the Original to the
                  Purchaser.

         9.       Attached hereto is a true and correct copy of (i) the Note,
                  endorsed in blank by the Mortgagee and (ii) the Mortgage or
                  Deed of Trust (strike one) which secures the Note, which
                  Mortgage or Deed of Trust is recorded in the county where the
                  property is located.

         10.      Deponent hereby agrees that the Seller (a) shall indemnify and
                  hold harmless the Purchaser, its successors and assigns,
                  against any loss, liability or damage,



                                      B-1
<PAGE>



                  including reasonable attorney's fees, resulting from the
                  unavailability of any Notes, including but not limited to any
                  loss, liability or damage arising from (i) any false statement
                  contained in this Affidavit, (ii) any claim of any party that
                  has already purchased a mortgage loan evidenced by the Lost
                  Note or any interest in such mortgage loan, (iii) any claim of
                  any borrower with respect to the existence of terms of a
                  mortgage loan evidenced by the Lost Note on the related
                  property to the fact that the mortgage loan is not evidenced
                  by an original note and (iv) the issuance of a new instrument
                  in lieu thereof (items (i) through (iv) above hereinafter
                  referred to as the "Losses") and (b) if required by any Rating
                  Agency in connection with placing such Lost Note into a
                  Pass-Through Transfer, shall obtain a surety from an insurer
                  acceptable to the applicable Rating Agency to cover any Losses
                  with respect to such Lost Note.

         11.      This Affidavit is intended to be relied upon by the Purchaser,
                  its successors and assigns. _____________________, a
                  ______________ corporation represents and warrants that it has
                  the authority to perform its obligations under this Affidavit
                  of Lost Note.

Executed this ____ day, of ___________ ______.

                                             SELLER

                                             By: ______________________________
                                                 Name:
                                                 Title:

                  On this _____ day of ________, _____, before me appeared
_________________ to me personally known, who being duly sworn did say that he
is the _____________________ of ____________________ a ______________
corporation and that said Affidavit of Lost Note was signed and sealed on behalf
of such corporation and said acknowledged this instrument to be the free act and
deed of said corporation.

                                             Signature:

                                             [Seal]





                                      B-2
<PAGE>



                                   EXHIBIT C-1

                          FORM OF INITIAL CERTIFICATION

                                                                       [Date]

Park Place Securities, Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD 21046



                  Re:   Pooling and Servicing Agreement, dated as of March 1,
                        2005, among Park Place Securities, Inc., Wells Fargo
                        Bank, N.A. and Litton Loan Servicing LP, relating to
                        Park Place Securities, Inc.,
                        Asset-Backed Pass-Through Certificates, Series 2005-WLL1
                        --------------------------------------------------------

Ladies and Gentlemen:

                  Pursuant to Section 2.01 of the Pooling and Servicing
Agreement, dated as of March 1, 2005, among Park Place Securities, Inc. as
depositor, Litton Loan Servicing LP as Servicer, and Wells Fargo Bank, N.A. as
trustee, we hereby acknowledge that as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
Mortgage Loan specifically identified in the exception report annexed thereto as
not being covered by such certification), (i) all documents constituting part of
such Mortgage File (other than such documents described in Section 2.01(v))
required to be delivered to it pursuant to this Agreement are in its possession,
(ii) such documents have been reviewed by it or such Custodian and are not
mutilated, torn or defaced unless initialed by the related borrower and relate
to such Mortgage Loan, (iii) based on its or the Custodian's examination and
only as to the foregoing, the information set forth in the Mortgage Loan
Schedule that corresponds to items (1) through (3), (6), (9), (10), (13), (15)
and (19) of the definition of "Mortgage Loan Schedule" accurately reflects
information set forth in the Mortgage File.

                  The Custodian has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the above-referenced Pooling and Servicing Agreement. The Custodian
makes no representations as to: (i) the validity, legality, sufficiency,
recordability, enforceability or genuineness of any of the documents contained
in the Mortgage File of any of the Mortgage Loans identified on the Mortgage
Loan Schedule; or (ii) the collectability, insurability, perfection, priority,
effectiveness or suitability of any such Mortgage Loan.

                  The Custodian was under no duty or obligation (i) to inspect,
review or examine any such documents, instruments, certificates or other papers
to determine whether they are genuine, enforceable, or appropriate for the
represented purpose or whether they have actually




                                     C-1-1
<PAGE>



been recorded or that they are other than what they purport to be on their face
or (ii) to determine whether any Mortgage File should include any of the
documents specified in clause (v) of Section 2.01.

                  Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

                                           Custodian


                                           By:_______________________________
                                           Name:
                                           Title:






                                     C-1-2
<PAGE>



                                   EXHIBIT C-2

                           FORM OF FINAL CERTIFICATION

                                                    [Date]

Park Place Securities, Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21046

Litton Loan Servicing LP
4837 Watt Avenue
North Highlands, California 95660
Attention: Legal

                  Re:   Pooling and Servicing Agreement, dated as of March 1,
                        2005, among Park Place Securities, Inc., Wells Fargo
                        Bank, N.A. and Litton Loan Servicing LP, relating to
                        Park Place Securities, Inc.,
                        Asset-Backed Pass-Through Certificates, Series 2005-WLL1
                        --------------------------------------------------------

Ladies and Gentlemen:

                  In accordance with Section 2.02 of the above-captioned Pooling
and Servicing Agreement, the undersigned, as Custodian, on behalf of the
Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the
attachment hereto), it or a Custodian on its behalf has received each of the
documents listed in Section 2.01.

                  The Custodian has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the above-referenced Pooling and Servicing Agreement. The Custodian
makes no representations as to: (i) the validity, legality, sufficiency,
recordability, enforceability or genuineness of any of the documents contained
in the Mortgage File of any of the Mortgage Loans identified on the Mortgage
Loan Schedule; or (ii) the collectability, insurability, perfection, priority,
effectiveness or suitability of any such Mortgage Loan.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.




                                     C-2-1
<PAGE>




                                           Custodian


                                           By:______________________________
                                           Name:
                                           Title:







                                     C-2-2
<PAGE>



                                   EXHIBIT C-3

                        FORM OF RECEIPT OF MORTGAGE NOTE

                                                     [Date]

Park Place Securities, Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21046

Litton Loan Servicing LP
4837 Watt Avenue
North Highlands, California 95660
Attention: Legal



                  Re:     Pooling and Servicing Agreement, dated as of March 1,
                          2005, among Park Place Securities, Inc., Wells Fargo
                          Bank, N.A. and Litton Loan Servicing LP, relating to
                          Park Place Securities, Inc., Asset-Backed Pass-Through
                          Certificates, Series 2005-WLL1
                          -----------------------------------------------------

Ladies and Gentlemen:

                  Pursuant to Section 2.01 of the Pooling and Servicing
Agreement, dated as of March 1, 2005, among Park Place Securities, Inc. as
depositor, Litton Loan Servicing LP as Servicer and Wells Fargo Bank, N.A. as
trustee, we hereby acknowledge the receipt of the original Mortgage Note for
each Mortgage Loan with any exceptions thereto listed on Exhibit 1.

                  Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.

                                      Custodian


                                      By:______________________________
                                      Name:
                                      Title:





                                     C-3-1
<PAGE>




                                    EXHIBIT D

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT












                                       D-1



<PAGE>



                        MORTGAGE LOAN PURCHASE AGREEMENT

                  This is a Mortgage Loan Purchase Agreement (the "Agreement"),
dated March 28, 2005, between Ameriquest Mortgage Company, a Delaware
corporation (the "Seller") and Park Place Securities, Inc., a Delaware
corporation (the "Purchaser").

                              Preliminary Statement
                              ---------------------

                  The Seller intends to sell the Mortgage Loans (as hereinafter
defined) to the Purchaser on the terms and subject to the conditions set forth
in this Agreement. The Purchaser shall deposit the Mortgage Loans into a
mortgage pool constituting the Trust Fund. The Trust Fund will be evidenced by a
single series of asset-backed pass-through certificates designated as Series
2005-WLL1 (the "Certificates"). The Certificates will consist of seventeen
classes of certificates. The Class CE Certificates, the Class P Certificates and
the Residual Certificates (collectively, the "Non-Offered Certificates") will be
delivered to the Seller or its designee as partial consideration for the
Mortgage Loans as further described below.

                  The Certificates will be issued pursuant to a Pooling and
Servicing Agreement relating to the Series 2005-WLL1 Certificates, dated as of
March 1, 2005 (the "Pooling and Servicing Agreement"), among the Purchaser as
depositor (in such capacity, the "Depositor"), Litton Loan Servicing LP as
servicer (the "Servicer") and Wells Fargo Bank, N.A. as trustee (in such
capacity, the "Trustee"). Pursuant to the Pooling and Servicing Agreement, the
Depositor will assign all of its right, title and interest in and to the
Mortgage Loans, together with its rights under this Agreement, to the Trustee
for the benefit of the Certificateholders. Capitalized terms used but not
defined herein shall have the meanings set forth in the Pooling and Servicing
Agreement.

                  The parties hereto agree as follows:

                  SECTION 1. AGREEMENT TO PURCHASE. The Seller hereby sells, and
the Purchaser hereby purchases, on or before March 29, 2005 (the "Closing
Date"), certain adjustable-rate and fixed-rate conventional, one- to
four-family, residential mortgage loans (the "Mortgage Loans"), having an
aggregate principal balance as of the close of business on March 1, 2005 (the
"Cut-off Date") of $842,000,293 after giving effect to all payments due on the
Mortgage Loans on or before the Cut-off Date (the "Closing Balance"), whether or
not received, including the right to any Prepayment Charges collected after the
Cut-off Date from the Mortgagors in connection with any Principal Prepayments on
the Mortgage Loans. Any payments (including Prepayment Charges) collected on or
before the Cut-off Date, including all scheduled payments of principal and
interest due on or before the Cut-off Date and collected after the Cut-off Date,
shall belong to the Seller. In addition to the sale of the Mortgage Loans, the
Seller will direct the Trustee to enter into the Interest Rate Swap Agreement on
behalf of the Trust.

                  SECTION 2. MORTGAGE LOAN SCHEDULE AND PREPAYMENT CHARGE
SCHEDULE. The Purchaser and the Seller have agreed upon which of the mortgage
loans owned by the Seller are to be purchased by the Purchaser pursuant to this
Agreement, and the Seller shall prepare or cause to be prepared on or prior to
the Closing Date a final schedule (the "Closing Schedule")


<PAGE>
                                      -2-


describing such Mortgage Loans and setting forth all of the Mortgage Loans to be
purchased under this Agreement. The Closing Schedule shall conform to the
requirements set forth in this Agreement and to the definition of "Mortgage Loan
Schedule" under the Pooling and Servicing Agreement. The Closing Schedule shall
be used as the Mortgage Loan Schedule under the Pooling and Servicing Agreement.
The Seller shall also prepare or cause to be prepared on or prior to the Closing
Date a final schedule (the "Prepayment Charge Schedule") setting forth each
Mortgage Loan containing a Prepayment Charge and conforming to the definition of
Prepayment Charge Schedule under the Pooling and Servicing Agreement.

                  SECTION 3. CONSIDERATION. In consideration for the Mortgage
Loans that will be purchased hereunder, the Purchaser shall, as described in
Section 8, (i) pay to or upon the order of the Seller in immediately available
funds an amount equal to the net sale proceeds of the Class A and Mezzanine
Certificates and (ii) deliver to the Seller, or its designee, the Non-Offered
Certificates.

                  SECTION 4. TRANSFER OF THE MORTGAGE LOANS.

                  (a) POSSESSION OF MORTGAGE FILES. The Seller does hereby sell
to the Purchaser, without recourse but subject to the terms of this Agreement,
all of its right, title and interest in, to and under the Mortgage Loans,
including the related Prepayment Charges collected after the Cut-off Date. The
contents of each Mortgage File not delivered to the Purchaser or to any
assignee, transferee or designee of the Purchaser on or prior to the Closing
Date are and shall be held in trust by the Seller for the benefit of the
Purchaser or any assignee, transferee or designee of the Purchaser. Upon the
sale of the Mortgage Loans, the ownership of each Mortgage Note, the related
Mortgage and the other contents of the related Mortgage File is vested in the
Purchaser and the ownership of all records and documents with respect to the
related Mortgage Loan prepared by or that come into the possession of the Seller
on or after the Closing Date shall immediately vest in the Purchaser and shall
be delivered immediately to the Purchaser or as otherwise directed by the
Purchaser.

                  (b) DELIVERY OF MORTGAGE LOAN DOCUMENTS. The Seller will, on
or prior to the Closing Date, deliver or cause to be delivered to the Purchaser
or any assignee, transferee or designee of the Purchaser each of the following
documents for each Mortgage Loan:

                  (i) the original Mortgage Note, endorsed in blank, without
         recourse, or in the following form: "Pay to the order of Wells Fargo
         Bank, N.A., as Trustee under the applicable agreement, without
         recourse, "with all prior and intervening endorsements showing a
         complete chain of endorsement from the originator to the Person so
         endorsing to the Trustee, or with respect to any lost Mortgage Note, an
         original Lost Note Affidavit; provided however, that such substitutions
         of Lost Note Affidavits for original Mortgage Notes may occur only with
         respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance
         of which is less than or equal to 2.00% of the Pool Balance as of the
         Cut-off Date;

                  (ii) the original Mortgage with evidence of recording thereon,
         and a copy, certified by the appropriate recording office, of the
         recorded power of attorney, if the


<PAGE>
                                      -3-




         Mortgage was executed pursuant to a power of attorney, with evidence of
         recording thereon;

                  (iii) an original Assignment assigned in blank, without
         recourse;

                  (iv) the original recorded intervening Assignment or
         Assignments showing a complete chain of assignment from the originator
         to the Person assigning the Mortgage to the Trustee as contemplated by
         the immediately preceding clause (iii) or the original unrecorded
         intervening Assignments;

                  (v) the original lender's title insurance policy or an
         attorney's opinion of title or similar guarantee of title acceptable to
         mortgage lenders generally in the jurisdiction where the Mortgaged
         Property is located, together with all endorsements or riders which
         were issued with or subsequent to the issuance of such policy, insuring
         the priority of the Mortgage as a first lien on the Mortgaged Property
         represented therein as a fee interest vested in the Mortgagor, or in
         the event such original title policy is unavailable, a written
         commitment or uniform binder or preliminary report of title issued by
         the title insurance or escrow company.

                  If any document referred to in Section 4(b)(ii), 4(b)(iii) or
4(b)(iv) above has been submitted for recording but either (x) has not been
returned from the applicable public recording office or (y) has been lost or
such public recording office has retained the original of such document, the
obligations of the Seller hereunder shall be deemed to have been satisfied upon
(1) delivery by or on behalf of the Seller promptly upon receipt thereof to the
Purchaser or any assignee, transferee or designee of the Purchaser of either the
original or a copy of such document certified by the Seller in the case of (x)
above or the public recording office in the case of (y) above to be a true and
complete copy of the recorded original thereof and (2) if such delivered copy is
certified by the Seller then in addition thereto delivery promptly upon receipt
thereof of either the original or a copy of such document certified by the
public recording office to be a true and complete copy of the original. In the
event that the original lender's title insurance policy has not yet been issued,
the Seller shall deliver to the Purchaser or any assignee, transferee or
designee of the Purchaser a written commitment or interim binder or preliminary
report of title issued by the title insurance or escrow company. Promptly upon
receipt by the Seller of any such original title insurance policy, the Seller
shall deliver such to the Purchaser or any assignee, transferee or designee of
the Purchaser.

                  The Seller shall promptly (and in no event later than thirty
(30) Business Days, subject to extension upon mutual agreement between the
Seller and the Trustee, following the later of (i) the Closing Date, (ii) the
date on which the Seller receives the Assignment from the Trustee and (iii) the
date of receipt by the Seller of the recording information for a Mortgage)
submit or cause to be submitted for recording, at no expense to the Trust Fund
or the Trustee, in the appropriate public office for real property records, each
Assignment referred to in (iii) and (iv) above and shall execute each original
Assignment referred to in (iii) in the following form: "Wells Fargo Bank, N.A.,
as Trustee under the applicable agreement". In the event that any such
Assignment is lost or returned unrecorded because of a defect therein, the
Seller shall promptly prepare or cause to be prepared a substitute Assignment or
cure or cause to be cured such defect, as the case may be, and thereafter cause
each such Assignment to be duly recorded.


<PAGE>
                                      -4-



                  Notwithstanding the foregoing, however, for administrative
convenience and facilitation of servicing and to reduce closing costs, the
Assignments shall not be required to be submitted for recording (except with
respect to any Mortgage Loan located in Maryland) unless such failure to record
would result in a withdrawal or a downgrading by any Rating Agency of the rating
on any Class of Certificates; provided further, however, each Assignment shall
be submitted for recording by the Seller (at the direction of the Servicer) in
the manner described above, at no expense to the Trust Fund or the Trustee, upon
the earliest to occur of: (i) reasonable direction by Holders of Certificates
entitled to at least 25% of the Voting Rights or the NIMS Insurer, (ii)
[reserved], (iii) the occurrence of the bankruptcy or insolvency of the Seller
and (iv) the occurrence of a servicing transfer as described in Section 7.02 of
the Pooling and Servicing Agreement and (v) with respect to any one Assignment,
the occurrence of a bankruptcy, insolvency or foreclosure relating to the
Mortgagor under the related Mortgage.

                  In the event that the Servicer does not receive or act on
notices related to an improperly recorded or unrecorded assignment, the Servicer
shall have no liability therefore. The Seller shall forward all notices it
receives promptly to the Servicer. The Seller shall reimburse the trust and/or
Servicer to the extent that the Seller's failure to forward such notices results
in a loss to the trust or the Servicer.

                  Each original document relating to any Mortgage Loan which is
not delivered to the Purchaser or its assignee, transferee or designee, if held
by the Seller, shall be so held for the benefit of the Purchaser or its
assignee, transferee or designee.

                  (c) ACCEPTANCE OF MORTGAGE LOANS. The documents delivered
pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or any
assignee, transferee or designee of the Purchaser at any time before or after
the Closing Date (and with respect to each document permitted to be delivered
after the Closing Date within seven days of its delivery) to ascertain that all
required documents have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.

                  (d) RESERVED.

                  (e) TRANSFER OF INTEREST IN AGREEMENTS. The Purchaser has the
right to assign its interest under this Agreement, in whole or in part, to the
Trustee, as may be required to effect the purposes of the Pooling and Servicing
Agreement, without the consent of the Seller, and the assignee shall succeed to
the rights and obligations hereunder of the Purchaser. Any expense reasonably
incurred by or on behalf of the Purchaser or the Trustee in connection with
enforcing any obligations of the Seller under this Agreement shall be promptly
reimbursed by the Seller.

                  (f) EXAMINATION OF MORTGAGE FILES. Prior to the Closing Date,
the Seller shall either (i) deliver in escrow to the Purchaser or to any
assignee, transferee or designee of the Purchaser, for examination, the Mortgage
File pertaining to each Mortgage Loan or (ii) make such Mortgage Files available
to the Purchaser or to any assignee, transferee or designee of the Purchaser for
examination at the Custodian's offices in Santa Ana, California. Such
examination may be made by the Purchaser, and its respective designees, upon
reasonable notice to the Seller and the Trustee during normal business hours
before the Closing Date and within sixty (60) days after the Closing Date. If
any such person makes such examination prior to the Closing Date and


<PAGE>
                                      -5-




identifies any Mortgage Loans that do not conform to the requirements of the
Purchaser as described in this Agreement, such Mortgage Loans shall be deleted
from the Closing Schedule. The Purchaser may, at its option and without notice
to the Seller, purchase all or part of the Mortgage Loans without conducting any
partial or complete examination. The fact that the Purchaser or any person has
conducted or has failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the rights of the Purchaser or any assignee,
transferee or designee of the Purchaser to demand repurchase or other relief as
provided herein or under the Pooling and Servicing Agreement.

                  SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SELLER.

                  The Seller hereby represents and warrants to the Purchaser
with respect to the Mortgage Loans, as of the date hereof and as of the Closing
Date, and covenants that:

                  (1) The Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and is
duly authorized and qualified to transact any and all business contemplated by
this Agreement to be conducted by the Seller in any state in which a Mortgaged
Property is located or is otherwise not required under applicable law to effect
such qualification and, in any event, is in compliance with the doing business
laws of any such State, to the extent necessary to ensure the ability of the
Servicer to enforce each Mortgage Loan and to service the Mortgage Loans in
accordance with the terms of the Pooling and Servicing Agreement;

                  (2) The Seller had the full corporate power and authority to
hold and sell each Mortgage Loan and has the full corporate power and authority
to service each Mortgage Loan, and to execute, deliver and perform, and to enter
into and consummate the transactions contemplated by this Agreement and has duly
authorized by all necessary corporate action on the part of the Seller the
execution, delivery and performance of this Agreement; this Agreement has been
duly executed and delivered by the Seller; and this Agreement, assuming the due
authorization, execution and delivery thereof by the Purchaser, constitutes a
legal, valid and binding obligation of the Seller, enforceable against the
Seller in accordance with its terms, except to the extent that (a) the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally and
(b) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to the equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought;

                  (3) The execution and delivery of this Agreement by the
Seller, the servicing of the Mortgage Loans by the Seller prior to the transfer
thereof of the Servicer, the consummation of any other of the transactions
herein contemplated, and the fulfillment of or compliance with the terms hereof
are in the ordinary course of business of the Seller and will not (A) result in
a breach of any term or provision of the charter or by-laws of the Seller or (B)
conflict with, result in a breach, violation or acceleration of, or result in a
default under, the terms of any other material agreement or instrument to which
the Seller is a party or by which it may be bound, or any statute, order or
regulation applicable to the Seller of any court, regulatory body,
administrative agency or governmental body having jurisdiction over the Seller;
and the Seller is not a party to, bound by, or in breach or violation of any
indenture or other agreement or


<PAGE>
                                      -6-




instrument, or subject to or in violation of any statute, order or regulation of
any court, regulatory body, administrative agency or governmental body having
jurisdiction over it, which materially and adversely affects or, to the Seller's
knowledge, would in the future materially and adversely affect, (x) the ability
of the Seller to perform its obligations under this Agreement or (y) the
business, operations, financial condition, properties or assets of the Seller
taken as a whole;

                  (4) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller with, this Agreement
or the consummation of the transactions contemplated hereby, or if any such
consent, approval, authorization or order is required, the Seller has obtained
the same;

                  (5) The Seller is an approved originator/servicer for Fannie
Mae or Freddie Mac in good standing and is a HUD approved mortgagee pursuant to
Section 203 and Section 211 of the National Housing Act; and

                  (6) Except as otherwise disclosed in the Prospectus
Supplement, dated March 28, 2005 (the "Prospectus Supplement"), no litigation is
pending against the Seller that would materially and adversely affect the
execution, delivery or enforceability of this Agreement or the ability of the
Seller to service the Mortgage Loans or the Seller to perform any of its other
obligations hereunder in accordance with the terms hereof.

                  SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE SELLER
RELATING TO THE MORTGAGE LOANS.

                  (a) The Seller hereby represents and warrants to the
Purchaser, with respect to the Mortgage Loans as of the Closing Date or as of
such date specifically provided herein:

                  (1) The information set forth on the Mortgage Loan Schedule
with respect to each Mortgage Loan is true and correct in all material respects;

                  (2) No material error, omission, misrepresentation,
negligence, fraud or similar occurrence with respect to any Mortgage Loan has
taken place on the part of any person, including without limitation, the
Mortgagor, any appraiser, any builder or developer, or any other party involved
in the origination of the Mortgage Loan or in the application of any insurance
in relation to such Mortgage Loan;

                  (3) All payments due prior to the Cut-off Date have been made
and none of the Mortgage Loans will have been contractually delinquent for more
than one calendar month more than once since the origination thereof;

                  (4) Each Mortgage is a valid and enforceable first or second
lien on the Mortgaged Property, including all improvements thereon, subject only
to (a) the lien of nondelinquent current real property taxes and assessments,
(b) covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage, such
exceptions appearing of record being acceptable to mortgage lending institutions
generally or specifically reflected in the appraisal made in connection with the
origination of the related Mortgage Loan, (c) other matters to which like
properties are


<PAGE>
                                      -7-




commonly subject which do not materially interfere with the benefits of the
security intended to be provided by such Mortgage and (d) in the case of a
second lien, the first lien on such Mortgaged Property;

                  (5) Immediately prior to the sale of the Mortgage Loans to the
Purchaser, the Seller had good title to, and was the sole legal and beneficial
owner of, each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest and has full right and authority, subject to no interest or
participation of, or agreement with, any other party to sell and assign the
same;

                  (6) There is no delinquent tax or assessment lien against any
Mortgaged Property;

                  (7) There is no valid offset, defense or counterclaim to any
Mortgage Note or Mortgage, including the obligation of the Mortgagor to pay the
unpaid principal of or interest on such Mortgage Note, nor will the operation of
any of the terms of the Mortgage Note and the Mortgage, or the exercise of any
right thereunder, render the Mortgage unenforceable, in whole or in part, or
subject to any valid right of rescission, set-off, counterclaim or defense,
including the defense of usury and no such valid right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto;

                  (8) There are no mechanics' liens or claims for work, labor or
material rendered to the Mortgaged Property affecting any Mortgaged Property
which are or may be a lien prior to, or equal with, the lien of the related
Mortgage, except those which are insured against by the title insurance policy
referred to in (12) below;

                  (9) Subject to the Escrow Withhold referred to in (19) below,
each Mortgaged Property is free of material damage and is in good repair;

                  (10) Each Mortgage Loan at origination complied in all
material respects with applicable local, state and federal laws and regulations,
including, without limitation, usury, equal credit opportunity, real estate
settlement procedures, truth-in-lending, disclosure laws and all applicable
predatory and abusive lending laws, and consummation of the transactions
contemplated hereby will not involve the violation of any such laws;

                  (11) Neither the Seller nor any prior holder of any Mortgage
has modified, impaired or waived the Mortgage in any material respect (except
that a Mortgage Loan may have been modified by a written instrument which has
been recorded, if necessary, to protect the interests of the Purchaser and which
has been delivered to the Trustee); satisfied, canceled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in whole
or in part from the lien of such Mortgage; or executed any instrument of
release, cancellation, modification or satisfaction with respect thereto;

                  (12) A lender's policy of title insurance together with a
condominium endorsement, extended coverage endorsement, and an adjustable rate
mortgage endorsement (each as applicable) in an amount at least equal to the
Cut-off Date principal balance of each such Mortgage Loan or a commitment
(binder) to issue the same was effective on the date of the origination of each
Mortgage Loan, each such policy is valid and remains in full force and effect,


<PAGE>

                                      -8-



the transfer of the related Mortgage Loan to the Purchaser will not affect the
validity or enforceability of such policy and each such policy was issued by a
title insurer qualified to do business in the jurisdiction where the Mortgaged
Property is located and in a form acceptable to Fannie Mae or Freddie Mac, which
policy insures the Seller and successor owners of indebtedness secured by the
insured Mortgage, as to the first priority lien of the Mortgage; no claims have
been made under such lender's title insurance policy and no prior holder of the
related Mortgage, including the Seller, has done, by act or omission, anything
which would impair the coverage of such lender's title insurance policy;

                  (13) Each Mortgage Loan was originated by the Seller or an
Affiliate of the Seller in accordance with the underwriting standards as set
forth in the Prospectus Supplement (or, if generated by an entity other than the
Seller or an Affiliate of the Seller, in accordance with such other underwriting
standards as set forth in the Prospectus Supplement or, if generated on behalf
of the Seller or an Affiliate of the Seller, by a person other than the Seller
or an Affiliate of the Seller, is subject to the same underwriting standards and
procedures used by the Seller in originating mortgage loans directly as set
forth in the Prospectus Supplement) or by a savings and loan association,
savings bank, commercial bank, credit union, insurance company or similar
institution which is supervised and examined by a federal or state authority
(including a mortgage broker), or by a mortgagee approved by the Secretary of
Housing and Urban Development pursuant to Sections 203 and 211 of the National
Housing Act;

                  (14) With respect to each Adjustable-Rate Mortgage Loan, on
each adjustment date, the Mortgage Rate will be adjusted to equal the Index plus
the Gross Margin, rounded to the nearest 0.125%, subject to the Periodic Rate
Cap, the Maximum Mortgage Rate and the Minimum Mortgage Rate. The related
Mortgage Note is payable on the first day of each month in self-amortizing
monthly installments of principal and interest, with interest payable in
arrears, and requires a monthly payment which is sufficient to fully amortize
the outstanding principal balance of the Mortgage Loan over its remaining term
and to pay interest at the applicable Mortgage Rate. No Mortgage Loan is subject
to negative amortization;

                  (15) All of the improvements which were included for the
purpose of determining the appraised value of the Mortgaged Property lie wholly
within the boundaries and building restriction lines of such property, and no
improvements on adjoining properties encroach upon the Mortgaged Property,
except those, if any, which are insured against by the lender's title insurance
policy referred to in (12) above.

                  (16) All inspections, licenses and certificates required to be
made or issued with respect to all occupied portions of the Mortgaged Property,
including but not limited to certificates of occupancy, have been made or
obtained from the appropriate authorities, and the Mortgaged Property is
lawfully occupied under applicable law except as may otherwise be insured
against by the lender's title insurance policy referred to in (12) above.

                  (17) All parties which have had any interest in the Mortgage,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period
in which they held and disposed of such interest, were) in compliance with any
and all applicable licensing requirements of the laws of the state wherein the
Mortgaged Property is located;


<PAGE>
                                      -9-



                  (18) The Mortgage Note and the related Mortgage are genuine,
and each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms and with applicable laws. All parties
to the Mortgage Note and the Mortgage had legal capacity to execute the Mortgage
Note and the Mortgage and each Mortgage Note and Mortgage have been duly and
properly executed by such parties;

                  (19) The proceeds of each Mortgage Loan have been fully
disbursed, there is no requirement for future advances thereunder and any and
all requirements as to completion of any on-site or off-site improvements and as
to disbursements of any escrow funds therefor have been complied with, except
any Mortgaged Property or Mortgage Loan subject to an Escrow Withhold as defined
in the applicable Originator's underwriting guidelines. All costs, fees and
expenses incurred in making, closing or recording the Mortgage Loans were paid;

                  (20) The related Mortgage contains customary and enforceable
provisions which render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including, (i) in the case of a Mortgage designated as a deed of
trust, by trustee's sale, and (ii) otherwise by judicial foreclosure. There is
no homestead or other exemption available to the Mortgagor which would
materially interfere with the right to sell the Mortgaged Property at a
trustee's sale or the right to foreclose the Mortgage;

                  (21) With respect to each Mortgage constituting a deed of
trust, a trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such Mortgage, and
no fees or expenses are or will become payable by the Purchaser to the trustee
under the deed of trust, except in connection with a trustee's sale after
default by the Mortgagor;

                  (22) There exist no deficiencies with respect to escrow
deposits and payments, if such are required, for which customary arrangements
for repayment thereof have not been made, and no escrow deposits or payments of
other charges or payments due the Seller have been capitalized under the
Mortgage or the related Mortgage Note;

                  (23) The origination, collection and servicing practices used
by the Seller or its Affiliates with respect to each Mortgage Loan have been in
all material respects legal, proper, reasonable and customary in the subprime
mortgage origination and servicing business and each of the Mortgage Loans have
been serviced by the Seller since origination;

                  (24) There is no pledged account or other security other than
real estate securing the Mortgagor's obligations;

                  (25) No Mortgage Loan has a shared appreciation feature, or
other contingent interest feature;

                  (26) The improvements upon each Mortgaged Property are covered
by a valid, binding and existing hazard insurance policy that is in full force
and effect with a generally acceptable carrier that provides for fire extended
coverage and such other hazards as are customary in the area where the Mortgaged
Property is located representing coverage not less than the lesser of the
outstanding principal balance of the related Mortgage Loan or the minimum


<PAGE>
                                      -10-


amount required to compensate for damage or loss on a replacement cost basis.
All individual insurance policies and flood policies referred to in clause (27)
below contain a standard mortgagee clause naming the Seller or the original
mortgagee, and its successors in interest, as mortgagee, and the Seller has
received no notice that any premiums due and payable thereon have not been paid;
the Mortgage obligates the Mortgagor thereunder to maintain all such insurance,
including flood insurance, at the Mortgagor's cost and expense, and upon the
Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain
and maintain such insurance at the Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor, except as may be limited or
restricted by applicable law;

                  (27) If the Mortgaged Property is in an area identified in the
Federal Register by the Federal Emergency Management Agency as having special
flood hazards, a valid and binding flood insurance policy that is in full force
and effect in a form meeting the requirements of the current guidelines of the
Flood Insurance Administration is in effect with respect to such Mortgaged
Property with a generally acceptable carrier in an amount representing coverage
not less than the least of (A) the original outstanding principal balance of the
Mortgage Loan, (B) the minimum amount required to compensate for damage or loss
on a replacement cost basis or (C) the maximum amount of insurance that is
available under the Flood Disaster Protection Act of 1973;

                  (28) There is no default, breach, violation or event of
acceleration existing under the Mortgage or the related Mortgage Note; and the
Seller has not waived any default, breach, violation or event of acceleration;

                  (29) Each Mortgaged Property is improved by a one- to
four-family residential dwelling, including condominium units and dwelling units
in planned unit developments, which does not include (a) cooperatives or (b)
mobile homes and manufactured homes (as defined in the Fannie Mae
Seller-Servicer's Guide), except when the appraisal indicates that (i) the
mobile or manufactured home was built under the Federal Manufactured Home
Construction and Safety Standards of 1976 or (ii) otherwise assumes the
characteristics of site-built housing and meets local building codes, is readily
marketable, has been permanently affixed to the site, is not in a mobile home
"park," and is treated as real property under the applicable state law. With
respect to any Mortgage Loan that is secured by a leasehold estate: (a) the
lease is valid, in full force and effect; (b) all rents and other payments due
under the lease have been paid; (c) the lessee is not in default under any
provision of the lease; (d) the term of the lease exceeds the maturity date of
the related Mortgage Loan by at least five (5) years; and (e) the Mortgagee
under the Mortgage Loan is given notice and an opportunity to cure any defaults
under the lease;

                  (30) There is no obligation on the part of the Seller or any
other party under the terms of the Mortgage or related Mortgage Note to make
payments in lieu of or in addition to those made by the Mortgagor;

                  (31) Any future advances made prior to the Cut-off Date have
been consolidated with the outstanding principal amount secured by the Mortgage,
and the secured principal amount, as consolidated, bears a single interest rate
and single repayment term reflected on the Mortgage Loan Schedule. The
consolidated principal amount does not exceed the original principal amount of
the Mortgage Loan;




<PAGE>
                                      -11-



                  (32) The Mortgage File contains an appraisal which was either
performed by an appraiser who satisfied, and which was conducted in accordance
with, all of the applicable requirements of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, as amended or (ii) conducted in accordance
with an insured valuation model;

                  (33) None of the Mortgage Loans is a graduated payment
mortgage loan, nor is any Mortgage Loan subject to a temporary buydown or
similar arrangement;

                  (34) No Mortgagor has currently requested any relief under the
Servicemembers Civil Relief Act or similar state laws;

                  (35) The Mortgage Loans comply in all material respects with
the descriptions set forth under the captions "The Mortgage Pool" and Annex III
in the Prospectus Supplement;

                  (36) The Mortgage contains an enforceable provision for the
acceleration of the payment of the unpaid principal balance of the Mortgage Loan
in the event that the related Mortgaged Property is sold or transferred without
the prior written consent of the mortgagee thereunder, except as may be limited
by applicable law;

                  (37) The information set forth in the Prepayment Charge
Schedule attached as Schedule 2 to the Pooling and Servicing Agreement
(including the prepayment charge summary attached thereto) is complete, true and
correct in all material respects at the date or dates respecting which such
information is furnished and each Prepayment Charge is permissible and
enforceable in accordance with its terms upon the full and voluntary prepayment
by the Mortgagor under applicable law and complied in all material respects with
applicable local, state and federal laws (except to the extent that (i) the
enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally or
(ii) the collectability thereof may be limited due to acceleration in connection
with a foreclosure or other involuntary payoff);

                  (38) Each Mortgage Loan is an obligation that is principally
secured by real property for purposes of the REMIC Provisions of the Code;

                  (39) The Mortgage Loans are not subject to the requirements of
the Home Ownership and Equity Protection Act of 1994 ("HOEPA") and no Mortgage
Loan is subject to, or in violation of, any applicable state or local law,
ordinance or regulation similar to HOEPA;

                  (40) (a) No Mortgage Loan is a High Cost Loan as defined by
HOEPA or any other applicable predatory or abusive lending laws and (b) no
Mortgage Loan is a "high cost home", "covered" (excluding home loans defined as
"covered home loans" in the New Jersey Home Ownership Security Act of 2002 that
were originated between November 26, 2003 and July 7, 2004) , "high risk home"
or "predatory" loan under any other applicable state, federal or local law (or a
similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for resident
mortgage loans having high interest rates, points and/or fees);


<PAGE>
                                      -12-



                  (41) No Mortgage Loan originated on or after October 1, 2002
will impose a Prepayment Charge for a term in excess of three years. Any
Mortgage Loans originated prior to such date will not impose a Prepayment Charge
for a term in excess of five (5) years;

                  (42) No Mortgage Loan that is secured by property located in
the State of Georgia is either a "Covered Loan" or "High Cost Home Loan" within
the meaning of the Georgia Fair Lending Act, as amended (the "Georgia Act");

                  (43) The Seller, as servicer for each Mortgage Loan prior to
the Closing Date, has fully furnished, in accordance with the Fair Credit
Reporting Act and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower credit files to
Equifax, Experian and Trans Union Credit Information Company or their successors
(the "Credit Repositories") on a monthly basis until the transfer of the
servicing to the Servicer;

                  (44) There is no Mortgage Loan that was originated on or after
October 1, 2002 and before March 7, 2003 which is secured by property located in
the State of Georgia;

                  (45) The Prepayment Charges included in the transaction are
enforceable and originated in compliance with all applicable federal, state and
local law (except to the extent that (i) the enforceability thereof may be
limited by bankruptcy, insolvency, moratorium, receivership and other similar
laws relating to creditors' rights generally or (ii) the collectability thereof
may be limited due to acceleration in connection with a foreclosure or other
involuntary payoff);

                  (46) No proceeds from any Mortgage Loan were used to finance
single-premium credit insurance policies;

                  (47) No Mortgage Loan is a high cost loan or a covered loan,
as applicable (as such terms are defined in Standard & Poor's LEVELS Version 5.6
Glossary Revised, Appendix E); and

                  (48) With respect to any Mortgage Loan originated on or after
August 1, 2004, neither the related Mortgage nor the related Mortgage Note
requires the borrower to submit to arbitration to resolve any dispute arising
out of or relating in any way to the mortgage loan transaction.

                  (b) The Seller hereby represents and warrants to the
Purchaser, with respect to the Group I Mortgage Loans as of the Closing Date or
as of such date specifically provided herein:

                  (1) Each Group I Mortgage Loan is in compliance with the
anti-predatory lending eligibility for purchase requirements of Fannie Mae's
Selling Guide;

                  (2) The methodology used in underwriting the extension of
credit for each Group I Mortgage Loan employs objective mathematical principles
which relate the Mortgagor's income, assets and liabilities to the proposed
payment and such underwriting methodology does not rely on the extent of the
Mortgagor's equity in the collateral as the principal determining factor in
approving such credit extension. Such underwriting methodology confirmed that at
the


<PAGE>
                                      -13-



time of origination (application/approval) the Mortgagor had a reasonable
ability to make timely payments on the Group I Mortgage Loan;

                  (3) With respect to any Group I Mortgage Loan that contains a
provision permitting imposition of a charge upon a prepayment prior to maturity:
(i) prior to the Group I Mortgage Loan's origination, the Mortgagor agreed to
such charge in exchange for a monetary benefit, including but not limited to a
rate or fee reduction, (ii) prior to the Group I Mortgage Loan's origination,
the Mortgagor was offered the option of obtaining a mortgage loan that did not
require payment of such a charge, (iii) the prepayment charge is disclosed to
the Mortgagor in the loan documents pursuant to applicable state and federal
law, (iv) for loans originated on or after October 1, 2002, the duration of the
prepayment period shall not exceed three (3) years from the date of the Mortgage
Note, unless the loan was modified to reduce the prepayment period to no more
than three years from the date of the Mortgage Note and the borrower was
notified in writing of such reduction in the prepayment period, and (v)
notwithstanding any state or federal law to the contrary, the Servicer shall not
impose such prepayment charge in any instance when the mortgage debt is
accelerated as the result of the Mortgagor's default in making the loan
payments;

                  (4) All points and fees related to each Group I Mortgage Loan
were disclosed in writing to the Mortgagor in accordance with applicable state
and federal law and regulation. Except in the case of a Group I Mortgage Loan in
an original principal amount of less than $60,000 which would have resulted in
an unprofitable origination, no Mortgagor was charged "points and fees" (whether
or not financed) in an amount greater than 5% of the principal amount of such
loan and such 5% limitation is calculated in accordance with Fannie Mae's
anti-predatory lending requirements as set forth in the Fannie Mae Selling
Guide;

                  (5) All fees and charges (including finance charges) and
whether or not financed, assessed, collected or to be collected in connection
with the origination and servicing of each Group I Mortgage Loan haves been
disclosed in writing to the Mortgagor in accordance with applicable state and
federal law and regulation;

                  (6) No Group I Mortgage Loan Mortgagor was encouraged or
required to select a mortgage loan product offered by either Originator which is
a higher cost product designed for a less creditworthy Mortgagor, unless at the
time of the Mortgage Loan's origination, such Mortgagor did not qualify taking
into account credit history and debt to income ratios for a lower cost credit
product then offered by the related Originator;

                  (7) No Group I Mortgage Loan Mortgagor was required to
purchase any single premium credit insurance policy (e.g. life, disability,
accident, unemployment, or health insurance product) or debt cancellation
agreement as a condition of obtaining the extension of credit. No Mortgagor
obtained a prepaid single premium credit insurance policy (e.g. life,
disability, accident, unemployment, mortgage, or health insurance) in connection
with the origination of the Group I Mortgage Loan. No proceeds from any Group I
Mortgage Loan were used to purchase single premium credit insurance policies or
debt cancellation agreement as part of the origination of, or as a condition to
closing, such Group I Mortgage Loan




<PAGE>
                                      -14-




                  (8) The Servicer will transmit full-file credit reporting data
for each Group I Mortgage Loan pursuant to Fannie Mae Guide Announcement 95-19
and that for each Group I Mortgage Loan, the Servicer agrees it shall report one
of the following statuses each month as follows: new origination, current,
delinquent (30-, 60-, 90-days, etc.), foreclosed, or charged-off;

                  (9) No Group I Mortgage Loan is a "High Cost Home Loan" as
defined in New York Banking Law 6-1;

                  (10) No Group I Mortgage Loan is a "High-Cost Home Loan" as
defined under the Arkansas Home Loan Protection Act, effective as of July 14,
2003;

                  (11) No Group I Mortgage Loan is a "High-Cost Home Loan" as
defined under Kentucky State Statute KRS 360.100, effective as of June 25, 2003;

                  (12) No Group I Mortgage Loan is a "High-Cost Home Loan" as
defined in the New Jersey Home Ownership Act, effective as of November 27, 2003;

                  (13) No Group I Mortgage Loan is a "High-Cost Home Loan" as
defined in the New Mexico Home Loan Protection Act, effective as of January 1,
2004;

                  (14) No Group I Mortgage Loan is a "High-Risk Home Loan" as
defined in the Illinois High-Risk Home Loan Act, effective as of January 1,
2004;

                  (15) No Mortgage Loan is a "High-Cost Home Mortgage Loan" as
defined in the Massachusetts Predatory Home Loan Practices Act, effective
November 7, 2004 (Mass. Ann. Laws Ch. 183C);

                  (16) No Mortgage Loan is a balloon mortgage loan that has an
original stated maturity of less than seven (7) years; and

                  (17) No Mortgage Loan is subject to mandatory arbitration
except when the terms of the arbitration also contain a waiver provision that
provides that in the event of a sale or transfer of the Mortgage Loan or
interest in the Mortgage Loan to Fannie Mae, the terms of the arbitration are
null and void. The seller hereby covenants that the seller or servicer of the
Mortgage Loan, as applicable, will notify the borrower in writing within 60 days
of the sale or transfer of the Mortgage Loan to Fannie Mae that the terms of the
arbitration are null and void.

                  SECTION 7. REPURCHASE OBLIGATION FOR DEFECTIVE DOCUMENTATION
AND FOR BREACH OF REPRESENTATION AND WARRANTY.

                  (a) The representations and warranties contained in Section 6
shall not be impaired by any review and examination of loan files or other
documents evidencing or relating to the Mortgage Loans or any failure on the
part of the Purchaser to review or examine such documents and shall inure to the
benefit of any assignee, transferee or designee of the Purchaser, including the
Trustee for the benefit of the Certificateholders.

                  Upon discovery by the Seller, the Purchaser or any assignee,
transferee or designee of the Purchaser of any materially defective document in,
or that any material document


<PAGE>
                                      -15-



was not transferred by the Seller (as listed on the Trustee's Preliminary
Exception Report) as part of, any Mortgage File or of a breach of any of the
representations and warranties contained in Section 5 or Section 6 that
materially and adversely affects the value of any Mortgage Loan or the interest
therein of the Purchaser or the Purchaser's assignee, transferee or designee (it
being understood that with respect to the representations and warranties set
forth in (39), (40), (41), (43), (44), (46) and (48) of Section 6(a) herein, a
breach of any such representation or warranty shall in and of itself be deemed
to materially adversely affect the interest therein of the Purchaser and the
Purchaser's assignee, transferee or designee), the party discovering the breach
shall give prompt written notice to the other. Within ninety (90) days of its
discovery or its receipt of notice of any such missing documentation which was
not transferred to the Purchaser as described above or materially defective
documentation or any such breach of a representation and warranty (it being
understood that with respect to the representations and warranties set forth in
(39), (40), (41), (43), (44), (46) and (48) of Section 6(a) herein, a breach of
any such representation or warranty shall in and of itself be deemed to
materially adversely affect the interest therein of the Purchaser and the
Purchaser's assignee, transferee or designee), the Seller promptly shall deliver
such missing document or cure such defect or breach in all material respects, or
in the event the Seller cannot deliver such missing document or such defect or
breach cannot be cured, the Seller shall, within ninety (90) days of its
discovery or receipt of notice, either (i) repurchase the affected Mortgage Loan
at a price equal to the Purchase Price or (ii) pursuant to the provisions of the
Pooling and Servicing Agreement, cause the removal of such Mortgage Loan from
the Trust Fund and substitute one or more Qualified Substitute Mortgage Loans.
In the event that any Mortgage Loan is subject to a breach of the representation
and warranty (37) and (45) in Section 6(a) resulting in the Servicer's inability
to collect all or part of the Prepayment Charge from the Mortgagor, in lieu of
repurchase, the Seller shall be obligated to remit to the Servicer (for deposit
in the Collection Account) any shortfall in the Prepayment Charge collected upon
the Mortgagor's voluntary Principal Prepayment.

                  Notwithstanding the foregoing, within ninety (90) days of the
earlier of discovery by the Seller or receipt of notice by the Seller of the
breach of the representation (37) or (45) of the Seller set forth in Section
6(a) above which materially and adversely affects the interests of the Holders
of the Class P Certificates in any Prepayment Charge, the Seller shall pay the
amount of the scheduled Prepayment Charge, for the benefit of the Holders of the
Class P Certificates, by depositing such amount into the Collection Account, net
of any amount previously collected by the Servicer and paid by the Servicer, for
the benefit of the Holders of the Class P Certificates, in respect of such
Prepayment Charge.

                  The Seller shall amend the Closing Schedule to reflect the
withdrawal of such Mortgage Loan from the terms of this Agreement and the
Pooling and Servicing Agreement and the addition, if any, of a Qualified
Substitute Mortgage Loan. The Seller shall deliver to the Purchaser such amended
Closing Schedule and shall deliver such other documents as are required by this
Agreement or the Pooling and Servicing Agreement within five (5) days of any
such amendment. Any repurchase pursuant to this Section 7(a) shall be
accomplished by deposit in the Collection Account of the amount of the Purchase
Price in accordance with Section 2.03 of the Pooling and Servicing Agreement.
Any repurchase or substitution required by this Section shall be made in a
manner consistent with Section 2.03 of the Pooling and Servicing Agreement.


<PAGE>
                                      -16-



                  In addition, upon discovery by the Seller, the Purchaser, or
any assignee, transferee or designee of the Purchaser that any Mortgage Loan
does not constitute a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code, the party discovering the breach shall give prompt
written notice within five (5) Business Days to the others. Within ninety (90)
days of its discovery or its receipt of notice, the Seller promptly shall either
(i) repurchase the affected Mortgage Loan at the Purchase Price (as such term is
defined in the Pooling and Servicing Agreement) or (ii) pursuant to the
provisions of the Pooling and Servicing Agreement, cause the removal of such
Mortgage Loan from the Trust Fund and substitute one or more Qualified
Substitute Mortgage Loans.

                  (b) It is understood and agreed that the obligations of the
Seller set forth in this Section 7 to cure, remit a Prepayment Charge shortfall,
repurchase or substitute for a defective Mortgage Loan constitute the sole
remedies of the Purchaser against the Seller respecting a missing or defective
material document or a breach of the representations and warranties contained in
Section 5 or Section 6.

                  SECTION 8. CLOSING; PAYMENT FOR THE MORTGAGE LOANS. The
closing of the purchase and sale of the Mortgage Loans shall be held at the New
York City office of Thacher Proffitt & Wood LLP at 10:00 AM New York City time
on the Closing Date.

                  The closing shall be subject to each of the following
conditions:

                  (a)      All of the representations and warranties of the
                           Seller under this Agreement shall be true and correct
                           in all material respects as of the date as of which
                           they are made and no event shall have occurred which,
                           with notice or the passage of time, would constitute
                           a default under this Agreement;

                  (b)      The Purchaser shall have received, or the attorneys
                           of the Purchaser shall have received in escrow (to be
                           released from escrow at the time of closing), all
                           Closing Documents as specified in Section 9 of this
                           Agreement, in such forms as are agreed upon and
                           acceptable to the Purchaser, duly executed by all
                           signatories other than the Purchaser as required
                           pursuant to the respective terms thereof;

                  (c)      The Seller shall have delivered or caused to be
                           delivered and released to the Purchaser or to its
                           designee, all documents (including without
                           limitation, the Mortgage Loans) required to be so
                           delivered by the Purchaser pursuant to Section 2.01
                           of the Pooling and Servicing Agreement; and

                  (d)      All other terms and conditions of this Agreement
                           shall have been complied with.

                  Subject to the foregoing conditions, the Purchaser shall
deliver or cause to be delivered to the Seller on the Closing Date, against
delivery and release by the Seller to the Trustee of all documents required
pursuant to the Pooling and Servicing Agreement, the



<PAGE>
                                      -17-




consideration for the Mortgage Loans as specified in Section 3 of this
Agreement, by delivery to the Seller of the purchase price.

                  SECTION 9. CLOSING DOCUMENTS. Without limiting the generality
of Section 8 hereof, the closing shall be subject to delivery of each of the
following documents:

                  (a)      (i) An Officers' Certificate of the Seller, dated the
                           Closing Date, in form satisfactory to and upon which
                           the Purchaser and the Underwriters may rely, and
                           attached thereto copies of the certificate of
                           incorporation, by-laws and certificate of good
                           standing of the Seller under the laws of Delaware and
                           stating that the information contained in the
                           Prospectus Supplement, relating to the Mortgage Loans
                           and the Seller, and the applicable loan portfolio, is
                           true and accurate in all material respects and does
                           not contain any untrue statement of a material fact
                           or omit to state a material fact required to be
                           stated therein or necessary to make the statements
                           therein, in light of the circumstances under which
                           they were made, not misleading and (ii) if any of the
                           Non-Offered Certificates are offered on the Closing
                           Date pursuant to a private placement memorandum, the
                           Seller shall deliver an Officer's Certificate stating
                           that the same information contained in such private
                           placement memorandum is true and accurate in all
                           material respects;

                  (b)      An Officers' Certificate of the Seller, dated the
                           Closing Date, in form satisfactory to and upon which
                           the Purchaser and the Underwriters may rely, with
                           respect to certain facts regarding the sale of the
                           Mortgage Loans by the Seller to the Purchaser;

                  (c)      An Opinion of Counsel of each of the Seller, dated
                           the Closing Date, in form satisfactory to and
                           addressed to the Purchaser and the Underwriters;

                  (d)      Such opinions of counsel from the Purchaser's or
                           Seller's counsel as the Rating Agencies may request
                           in connection with the sale of the Mortgage Loans by
                           the Seller to the Purchaser or the Seller's execution
                           and delivery of, or performance under, this Agreement
                           and upon which the Underwriters may rely;

                  (e)      An Indemnification Agreement among the Servicer, the
                           Depositor and the Seller;

                  (f)      A letter from KPMG LLP, certified public accountants,
                           dated the date hereof and to the effect that they
                           have performed certain specified procedures as a
                           result of which they determined that certain
                           information of an accounting, financial or
                           statistical nature set forth in the Prospectus
                           Supplement, under the captions "Summary of Prospectus
                           Supplement", "Risk Factors", "The Mortgage Pool",
                           "Yield on the Certificates", "Description of the
                           Certificates", "Pooling and Servicing Agreement--The
                           Seller", Annex II and Annex III agrees with the
                           records of the Seller;

<PAGE>

                                      -18-


                  (g)      A letter from Deloitte certified public accountants,
                           dated the date hereof and to the effect that they
                           have performed certain specified procedures as a
                           result of which they determined that certain
                           information of an accounting, financial or
                           statistical nature set forth in the Prospectus
                           Supplement, under the caption "Pooling and Servicing
                           Agreement--The Servicer" agrees with the records of
                           the Servicer;

                  (h)      The Seller shall deliver for inclusion in the
                           Prospectus Supplement under the captions "The
                           Mortgage Pool--Underwriting Standards of the
                           Originators" and "Pooling and Servicing
                           Agreement--The Seller" or for inclusion in other
                           offering material such publicly available information
                           regarding its financial condition, underwriting
                           standards, lending activities and loan sales,
                           production, and servicing and collection practices,
                           and any similar nonpublic, unaudited financial
                           information;

                  (i)      The Servicer shall deliver for inclusion in the
                           Prospectus Supplement under the caption "Pooling and
                           Servicing Agreement--The Servicer" or for inclusion
                           in other offering material approved by the Servicer
                           certain publicly available information regarding its
                           financial condition and its mortgage loan
                           delinquency, foreclosure and loss experience and
                           servicing and collection practices, and similar
                           nonpublic, unaudited financial information; and

                  (j)      Such further information, certificates, opinions and
                           documents as the Purchaser or the Underwriters may
                           reasonably request.

                  SECTION 10. COSTS. The Seller shall pay (or shall reimburse
the Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) all costs and expenses incurred in connection with the
transfer and delivery of the Mortgage Loans, including without limitation,
assignment of mortgage recording costs and/or fees for title policy endorsements
and continuations, the fees and expenses of the Seller's in-house accountants
and in-house attorneys, the costs and expenses incurred in connection with
producing the Seller's loan loss, foreclosure and delinquency experience, and
the costs and expenses incurred in connection with obtaining the documents
referred to in Sections 9(d) and 9(e) to the extent such costs and expenses were
not previously paid by the Seller. The Seller shall pay (or shall reimburse the
Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) the costs and expenses of printing (or otherwise reproducing)
and delivering this Agreement, the Pooling and Servicing Agreement, the
Certificates, the prospectus, the Prospectus Supplement, and the private
placement memorandum relating to the Certificates and other related documents,
the initial fees, costs and expenses of the Trustee relating to the issuance of
the initial certification of the Trustee under Section 2.02 of the Pooling and
Servicing Agreement, the fees and expenses of the Seller's counsel in connection
with the preparation of all documents relating to the securitization of the
Mortgage Loans, the filing fee charged by the Securities and Exchange Commission
for registration of the Certificates, the cost of outside special counsel that
may be required for the Purchaser, the cost of obtaining the documents referred
to in Section 9(g) and the fees charged by any rating agency to rate the
Certificates. All


<PAGE>
                                      -19-




other costs and expenses in connection with the transactions contemplated
hereunder shall be borne by the party incurring such expense.

                  SECTION 11. [Reserved].

                  SECTION 12. [Reserved].

                  SECTION 13. MANDATORY DELIVERY; GRANT OF SECURITY INTEREST.
The sale and delivery on the Closing Date of the Mortgage Loans described on the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an award of
money damages would be insufficient to compensate the Purchaser for the losses
and damages incurred by the Purchaser in the event of the Seller's failure to
deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
grants to the Purchaser a lien on and a continuing security interest in the
Seller's interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller of
its obligation hereunder, and the Seller agrees that it holds such Mortgage
Loans in custody for the Purchaser, subject to the Purchaser's (i) right, prior
to the Closing Date, to reject any Mortgage Loan to the extent permitted by this
Agreement, and (ii) obligation to deliver or cause to be delivered the
consideration for the Mortgage Loans pursuant to Section 8 hereof. Any Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released from
the security interest created hereby. The Seller agrees that, upon acceptance of
the Mortgage Loans by the Purchaser or its designee and delivery of payment to
the Seller, that its security interest in the Mortgage Loans shall be released.
All rights and remedies of the Purchaser under this Agreement are distinct from,
and cumulative with, any other rights or remedies under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.

                  Notwithstanding the foregoing, if on the Closing Date, each of
the conditions set forth in Section 8 hereof shall have been satisfied and the
Purchaser shall not have paid or caused to be paid the purchase price, or any
such condition shall not have been waived or satisfied and the Purchaser
determines not to pay or cause to be paid the purchase price, the Purchaser
shall immediately effect the redelivery of the Mortgage Loans, if delivery to
the Purchaser has occurred and the security interest created by this Section 13
shall be deemed to have been released.

                  SECTION 14. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by telex or telegraph and confirmed by a similar mailed writing, if
to the Purchaser, addressed to the Purchaser at 1100 Town & Country Road, Suite
1100, Orange, California 92868, Facsimile: (714) 564-9639, Attention: General
Counsel, or such other address as may hereafter be furnished to the Seller in
writing by the Purchaser; if to the Seller, addressed to the Seller at 1100 Town
& Country Road, Suite 1100, Orange, California 92868, Facsimile: (714) 564-9639,
Attention: General Counsel, or to such other address as the Seller may designate
in writing to the Purchaser.


<PAGE>
                                      -20-



                  SECTION 15. SEVERABILITY OF PROVISIONS. Any part, provision,
representation or warranty of this Agreement which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation or warranty of this Agreement which
is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.

                  SECTION 16. AGREEMENT OF PARTIES. The Seller and the Purchaser
agree to execute and deliver such instruments and take such actions as either of
the others may, from time to time, reasonably request in order to effectuate the
purpose and to carry out the terms of this Agreement and the Pooling and
Servicing Agreement.

                  SECTION 17. SURVIVAL. The Seller agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the Purchaser, notwithstanding any investigation heretofore or
hereafter made by the Purchaser or on its behalf, and that the representations,
warranties and agreements made by the Seller herein or in any such certificate
or other instrument shall survive the delivery of and payment for the Mortgage
Loans and shall continue in full force and effect, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes and notwithstanding
subsequent termination of this Agreement, the Pooling and Servicing Agreement or
the Trust Fund.

                  SECTION 18. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (EXCLUDING THE CHOICE OF LAW
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.

                  SECTION 19. MISCELLANEOUS. This Agreement may be executed in
two or more counterparts, each of which when so executed and delivered shall be
an original, but all of which together shall constitute one and the same
instrument. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. This Agreement
supersedes all prior agreements and understandings relating to the subject
matter hereof. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof. The
NIMS Insurer, if any shall be a third party beneficiary hereof and may enforce
the terms hereof as if a party hereto.


<PAGE>
                                      -21-



                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in
Section 4 hereof be, and be construed as, a sale of the Mortgage Loans by the
Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller
to the Purchaser to secure a debt or other obligation of the Seller. However, in
the event that, notwithstanding the aforementioned intent of the parties, the
Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof
shall be deemed to be a grant by the Seller to the Purchaser of a security
interest in all of the Seller's right, title and interest in and to the Mortgage
Loans and all amounts payable to the holders of the Mortgage Loans in accordance
with the terms thereof and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Collection Account whether
in the form of cash, instruments, securities or other property; (3) the
possession by the Purchaser or its agent of Mortgage Notes, the related
Mortgages and such other items of property that constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession" for
purposes of perfecting the security interest pursuant to the New York Uniform
Commercial Code; and (4) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the
Purchaser for the purpose of perfecting such security interest under applicable
law. Any assignment of the interest of the Purchaser pursuant to Section 4(d)
hereof shall also be deemed to be an assignment of any security interest created
hereby. The Seller and the Purchaser shall, to the extent consistent with this
Agreement, take such actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of this Agreement and the Pooling and Servicing Agreement.



<PAGE>
                                      -22-




                  IN WITNESS WHEREOF, the Seller and the Purchaser have caused
their names to be signed by their respective officers thereunto duly authorized
as of the date first above written.

                                        AMERIQUEST MORTGAGE COMPANY


                                        By: _______________________________
                                        Name:
                                        Title:
                                        PARK PLACE SECURITIES, INC.
                                        By: _______________________________
                                        Name:
                                        Title:



<PAGE>



                                       E-2


                                    EXHIBIT E

                        REQUEST FOR RELEASE OF DOCUMENTS

To:               Wells Fargo Bank, N.A.,

         Re:      Pooling and Servicing Agreement dated as of March 1, 2005
                  among Park Place Securities, Inc., as depositor, Litton Loan
                  Servicing LP, as Servicer, and Wells Fargo Bank, N.A., as
                  trustee

                  In connection with the administration of the Mortgage Loans
                  held by you as Trustee pursuant to the above-captioned Pooling
                  and Servicing Agreement, we request the release, and hereby
                  acknowledge receipt, of the Trustee's Mortgage File for the
                  Mortgage Loan described below, for the reason indicated.

MORTGAGE LOAN NUMBER:

MORTGAGOR NAME. ADDRESS & ZIP CODE:

REASON FOR REQUESTING DOCUMENTS (check one):


_______  1. Mortgage Paid in Full

_______  2. Foreclosure

_______  3. Substitution

_______  4. Other Liquidation (Repurchases, etc.)

_______  5. Nonliquidation                 Reason: ________________________


Address to which Trustee should
deliver the Trustee's Mortgage File:

_____________________________________
_____________________________________







                                      E-1
<PAGE>



By: ________________________________________
                  (authorized signer)

Issuer: ____________________________________
Address: ___________________________________
Date: ______________________________________

TRUSTEE

Wells Fargo Bank, N.A.

         Please acknowledge the execution of the above request by your signature
and date below:

         ____________________________________           ______________________
         Signature                                      Date

         Documents returned to Trustee:

         ____________________________________           ______________________
         Trustee                                        Date





                                      E-2
<PAGE>




                                   EXHIBIT F-1

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                          [DATED]

Wells Fargo Bank, N.A.

         Re:      Park Place Securities, Inc., Asset-Backed Pass-Through
                  Certificates, Series 2005-WLL1, M-10, M-11, CE, P, R, R-X
                  representing a _______% Percentage Interest] [with an
                  aggregate Certificate Principal Balance of _____] [with a
                  Notional Amount of [__]

Ladies and Gentlemen:

                  In connection with the transfer by _____________ (the
"Transferor") to ________________ (the "Transferee") of the above-captioned
asset-backed pass-through certificates (the "Certificates"), the Transferor
hereby certifies as follows:

                  Neither the Transferor nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, (e) has taken any other action, that (in the case of each of
subclauses (a) through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933, as amended (the "1933 Act"), or
would render the disposition of any Certificate a violation of Section 5 of the
1933 Act or any state securities law or would require registration or
qualification pursuant thereto. The Transferor will not act, nor has it
authorized or will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to any Certificate. The Transferor will not
sell or otherwise transfer any of the Certificates, except in compliance with
the provisions of that certain Pooling and Servicing Agreement, dated as of
March 1, 2005, among Park Place Securities, Inc. as Depositor, Litton Loan
Servicing LP as Servicer, and Wells Fargo Bank, N.A. as Trustee (the "Pooling
and Servicing Agreement"), pursuant to which Pooling and Servicing Agreement the
Certificates were issued.




                                     F-1-1
<PAGE>



                  Capitalized terms used but not defined herein shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.

                                             Very truly yours,

                                             [Transferor]

                                             By:________________________________
                                             Name:
                                             Title:




                                     F-1-2
<PAGE>


                    FORM OF TRANSFEREE REPRESENTATION LETTER

                                                                       [Date]

Wells Fargo Bank, N.A.

                  Re:   Park Place Securities, Inc., Asset-Backed Pass-Through
                        Certificates, Series 2005-WLL1 Class [M-5] [M-6]
                        [M-7] [M-8] M-9] [M-10] [M-11] [CE] [P] [R], [R-X]
                        [representing a ___ % Percentage Interest] [with an
                        aggregate Certificate Principal Balance of [__] [with
                        a Notional Amount of [__]

Ladies and Gentlemen:

                  In connection with the purchase from ______________ (the
"Transferor") on the date hereof of the captioned trust certificates (the
"Certificates"), _______________ (the "Transferee") hereby certifies as follows:

                  1. The Transferee is a "qualified institutional buyer" as that
         term is defined in Rule 144A ("Rule 144A") under the Securities Act of
         1933, as amended (the "1933 Act") and has completed either of the forms
         of certification to that effect attached hereto as Annex 1 or Annex 2.
         The Transferee is aware that the sale to it is being made in reliance
         on Rule 144A. The Transferee is acquiring the Certificates for its own
         account or for the account of a qualified institutional buyer, and
         understands that such Certificate may be resold, pledged or transferred
         only (i) to a person reasonably believed to be a qualified
         institutional buyer that purchases for its own account or for the
         account of a qualified institutional buyer to whom notice is given that
         the resale, pledge or transfer is being made in reliance on Rule 144A,
         or (ii) pursuant to another exemption from registration under the 1933
         Act.

                  2. The Transferee has been furnished with all information
         regarding (a) the Certificates and distributions thereon, (b) the
         nature, performance and servicing of the Mortgage Loans, (c) the
         Pooling and Servicing Agreement referred to below and (d) any credit
         enhancement mechanism associated with the Certificates, that it has
         requested.

                  All capitalized terms used but not otherwise defined herein
have the respective meanings assigned thereto in the Pooling and Servicing
Agreement, dated as of March 1, 2005, among Park Place Securities, Inc. as
Depositor, Litton Loan Servicing LP as Servicer, and Wells Fargo Bank, N.A. as
Trustee, pursuant to which the Certificates were issued.

                                             [TRANSFEREE]

                                             By: ______________________________
                                             Name:
                                             Title:



                                     F-1-3
<PAGE>




                                                          ANNEX 1 TO EXHIBIT F-1
                                                          ----------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------


          [For Transferees Other Than Registered Investment Companies]

                  The undersigned hereby certifies as follows to _____________
(the "Transferor") and Wells Fargo Bank, N.A. as Trustee, with respect to the
asset-backed pass-through certificates (the "Certificates") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
entity purchasing the Certificates (the "Transferee").

                  2. In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A") because (i) the
Transferee owned and/or invested on a discretionary basis $_____________________
in securities (except for the excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

         ___      CORPORATION, ETC. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986, as amended.

         ___      BANK. The Transferee (a) is a national bank or banking
                  institution organized under the laws of any State, territory
                  or the District of Columbia, the business of which is
                  substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

         ___      SAVINGS AND LOAN. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least 1Transferee must own and/or
                  invest on a discretionary basis at least $100,000,000 in
                  securities unless Transferee is a dealer, and, in that case,
                  Transferee must own and/or invest on a discretionary basis at
                  least $10,000,000 in securities.



                                     F-1-4
<PAGE>



                  $25,000,000 as demonstrated in its latest annual financial
                  statements, a copy of which is attached hereto.

         ___      BROKER-DEALER. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934, as
                  amended.

         ___      INSURANCE COMPANY. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, territory or the District of Columbia.

         ___      STATE OR LOCAL PLAN. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

         ___      ERISA PLAN. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

         ___      INVESTMENT ADVISOR. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940, as
                  amended.

                  3. The term "Securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S. or
any instrumentality thereof, (iv) bank deposit notes and certificates of
deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities
owned but subject to a repurchase agreement and (viii) currency, interest rate
and commodity swaps.

                  4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee used the cost of such securities to the Transferee and did not
include any of the securities referred to in the preceding paragraph. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

                  5. The Transferee acknowledges that it is familiar with Rule
144A and understands that the Transferor and other parties related to the
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.

         _____     ____    Will the Transferee be purchasing the Certificates
         Yes       No      only for the Transferee's own account?



                                     F-1-5
<PAGE>



                  6. If the answer to the foregoing question is "no", the
Transferee agrees that, in connection with any purchase of securities sold to
the Transferee for the account of a third party (including any separate account)
in reliance on Rule 144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional buyer" within the
meaning of Rule 144A. In addition, the Transferee agrees that the Transferee
will not purchase securities for a third party unless the Transferee has
obtained a current representation letter from such third party or taken other
appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set forth
in Rule 144A.

                  7. The Transferee will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Transferee's purchase of the
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties updated annual financial statements promptly after they become
available.

Dated:

                                            Print Name of Transferee

                                            By:______________________________
                                            Name:
                                            Title:





                                     F-1-6
<PAGE>



                                                          ANNEX 2 TO EXHIBIT F-1
                                                          ----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That Are Registered Investment Companies]

                  The undersigned hereby certifies as follows to ______________
(the "Transferor") and Wells Fargo Bank, N.A., as Trustee, with respect to the
asset-backed pass-through certificates (the "Certificates") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

                  1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the entity purchasing the
Certificates (the "Transferee") or, if the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because the Transferee is part of a Family
of Investment Companies (as defined below), is such an officer of the investment
adviser (the "Adviser").

                  2. In connection with purchases by the Transferee, the
Transferee is a "qualified institutional buyer" as defined in Rule 144A because
(i) the Transferee is an investment company registered under the Investment
Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone,
or the Transferee's Family of Investment Companies, owned at least $100,000,000
in securities (other than the excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used.

         ____     The Transferee owned $___________________ in securities (other
                  than the excluded securities referred to below) as of the end
                  of the Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

         ____     The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $______________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

                  3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

                  4. The term "Securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) securities issued or
guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.



                                     F-1-7
<PAGE>


                  5. The Transferee is familiar with Rule 144A and understands
that the parties to which this certification is being made are relying and will
continue to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A. In addition, the Transferee will
only purchase for the Transferee's own account.

                  6. The undersigned will notify the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Transferee's purchase of the Certificates will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.

Dated:

                                            Print Name of Transferee or Advisor

                                            By:    ____________________________
                                            Name:
                                            Title:

                                            IF AN ADVISER:


                                            __________________________________
                                            Print Name of Transferee





                                     F-1-8
<PAGE>



                    FORM OF TRANSFEREE REPRESENTATION LETTER


         The undersigned hereby certifies on behalf of the purchaser named below
(the "Purchaser") as follows:

                  1. I am an executive officer of the Purchaser.

                  2. The Purchaser is a "qualified institutional buyer", as
         defined in Rule 144A, ("Rule 144A") under the Securities Act of 1933,
         as amended.

                  3. As of the date specified below (which is not earlier than
         the last day of the Purchaser's most recent fiscal year), the amount of
         "securities", computed for purposes of Rule 144A, owned and invested on
         a discretionary basis by the Purchaser was in excess of $100,000,000.

Name of Purchaser   ____________________________________________________________

By:    (Signature)  ____________________________________________________________

Name of Signatory   ____________________________________________________________

Title    _______________________________________________________________________

Date of this certificate   _____________________________________________________

Date of information provided in paragraph 3 ____________________________________











                                     F-1-9
<PAGE>


                                   EXHIBIT F-2

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF NEW YORK    )
                     : ss.:
COUNTY OF NEW YORK   )


                  The undersigned, being first duly sworn, deposes and says as
follows:

                  1. The undersigned is an officer of ________________________,
the proposed Transferee of an Ownership Interest in a Residual Certificate (the
"CERTIFICATE") issued pursuant to the Pooling and Servicing Agreement dated as
of March 1, 2005 (the "AGREEMENT"), among Park Place Securities, Inc., as
depositor (the "DEPOSITOR"), Litton Loan Servicing LP, as Servicer (the
"SERVICER") and Wells Fargo Bank, N.A. as trustee (the "TRUSTEE"). Capitalized
terms used, but not defined herein or in Exhibit 1 hereto, shall have the
meanings ascribed to such terms in the Agreement. The Transferee has authorized
the undersigned to make this affidavit on behalf of the Transferee for the
benefit of the Depositor and the Trustee.

                  2. The Transferee is, as of the date hereof, and will be, as
of the date of the Transfer, a Permitted Transferee. The Transferee is acquiring
its Ownership Interest in the Certificate for its own acco unt. The Transferee
has no knowledge that any such affidavit is false.

                  3. The Transferee has been advised of, and understands that
(i) a tax will be imposed on Transfers of the Certificate to Persons that are
not Permitted Transferees; (ii) such tax will be imposed on the transferor, or,
if such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

                  4. The Transferee has been advised of, and understands that a
tax will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)

                  5. The Transferee has reviewed the provisions of Section
5.02(d) of the Agreement and understands the legal consequences of the
acquisition of an Ownership Interest in the Certificate including, without
limitation, the restrictions on subsequent Transfers and the provisions
regarding voiding the Transfer and mandatory sales. The Transferee expressly
agrees



                                     F-2-1
<PAGE>



to be bound by and to abide by the provisions of Section 5.02(d) of the
Agreement and the restrictions noted on the face of the Certificate. The
Transferee understands and agrees that any breach of any of the representations
included herein shall render the Transfer to the Transferee contemplated hereby
null and void.

                  6. The Transferee agrees to require a Transfer Affidavit from
any Person to whom the Transferee attempts to Transfer its Ownership Interest in
the Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit L to the Agreement (a "TRANSFEROR CERTIFICATE") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

                  7. The Transferee has historically paid its debts as they have
come due, intends to pay its debts as they come due in the future, and
understands that the taxes payable with respect to the Certificate may exceed
the cash flow with respect thereto in some or all periods and intends to pay
such taxes as they become due. The Transferee does not have the intention to
impede the assessment or collection of any tax legally required to be paid with
respect to the Certificate.

                  8. The Transferee's taxpayer identification number is
___________.

                  9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).

                  10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of proposed Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.

                  11. The Transferee will not cause income from the Certificate
to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Transferee or any other
U.S. person.

                  12. Check one of the following:

                  /__/  The present value of the anticipated tax liabilities
associated with holding the Certificate, as applicable, does not exceed the sum
of:

                  (i)      the present value of any consideration given to the
                           Transferee to acquire such Certificate;

                  (ii)     the present value of the expected future
                           distributions on such Certificate; and



                                     F-2-2
<PAGE>


                  (iii)    the present value of the anticipated tax savings
                           associated with holding such Certificate as the
                           related REMIC generates losses.

                  For purposes of this calculation, (i) the Transferee is
assumed to pay tax at the highest rate currently specified in Section 11(b) of
the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in
lieu of the highest rate specified in Section 11(b) of the Code if the
Transferee has been subject to the alternative minimum tax under Section 55 of
the Code in the preceding two years and will compute its taxable income in the
current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate
prescribed by Section 1274(d) of the Code for the month of the transfer and the
compounding period used by the Transferee.

                  /__/  The transfer of the Certificate complies with U.S.
Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

                  (i)      the Transferee is an "eligible corporation," as
                           defined in U.S. Treasury Regulations Section
                           1.860E-1(c)(6)(i), as to which income from the
                           Certificate will only be taxed in the United States;

                  (ii)     at the time of the transfer, and at the close of the
                           Transferee's two fiscal years preceding the year of
                           the transfer, the Transferee had gross assets for
                           financial reporting purposes (excluding any
                           obligation of a person related to the Transferee
                           within the meaning of U.S. Treasury Regulations
                           Section 1.860E-1(c)(6)(ii)) in excess of $100 million
                           and net assets in excess of $10 million;

                  (iii)    the Transferee will transfer the Certificate only to
                           another "eligible corporation," as defined in U.S.
                           Treasury Regulations Section 1.860E-1(c)(6)(i), in a
                           transaction that satisfies the requirements of
                           Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
                           Section 1.860E-1(c)(5) of the U.S. Treasury
                           Regulations; and

                  (iv)     the Transferee determined the consideration paid to
                           it to acquire the Certificate based on reasonable
                           market assumptions (including, but not limited to,
                           borrowing and investment rates, prepayment and loss
                           assumptions, expense and reinvestment assumptions,
                           tax rates and other factors specific to the
                           Transferee) that it has determined in good faith.

                  /__/  None of the above.

                  13. The Transferee is not an employee benefit plan that is
subject to Title I of ERISA or a plan that is subject to Section 4975 of the
Code or a plan subject to any Federal, state or local law that is substantially
similar to Title I of ERISA or Section 4975 of the Code, and the Transferee is
not acting on behalf of or investing plan assets of such a plan.





                                     F-2-3
<PAGE>





                  IN WITNESS WHEREOF, the Transferee has caused this instrument
to be executed on its behalf, pursuant to authority of its Board of Directors,
by its duly authorized officer and its corporate seal to be hereunto affixed,
duly attested, this day of , 20 .


                                             [OWNER]



                                             By: _______________________________
                                                 Name:
                                                 Title:

[Corporate Seal]

ATTEST:



________________________________
[Assistant] Secretary

                  Personally appeared before me the above-named __________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the ___________ of the Transferee, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the
Transferee.

                  Subscribed and sworn before me this ___ day of ________, 20__.



                                             ___________________________________
                                                          NOTARY PUBLIC

                                             My Commission expires the __ day
                                             of _________, 20__







                                     F-2-4
<PAGE>




                          FORM OF TRANSFEROR AFFIDAVIT

STATE OF NEW YORK           )
                            : ss. :
COUNTY OF NEW YORK          )

                  _______________________________________, being duly sworn,
deposes, represents and warrants _____________________________ as follows:

                  1. I am a ____________________ of (the "Owner"), a corporation
duly organized and existing under the laws of ______________, on behalf of whom
I make this affidavit.

                  2. The Owner is not transferring the Class [R] [R-X] (the
"Residual Certificates") to impede the assessment or collection of any tax.

                  3. The Owner has no actual knowledge that the Person that is
the proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.

                  4. The Owner understands that the Purchaser has delivered to
the Certificate Registrar a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit F-2. The Owner does
not know or believe that any representation contained therein is false.

                  5. At the time of transfer, the Owner has conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Owner has determined that the Purchaser has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Owner understands that the transfer of a
Residual Certificate may not be respected for United States income tax purposes
(and the Owner may continue to be liable for United States income taxes
associated therewith) unless the Owner has conducted such an investigation.

                  6. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Pooling and Servicing Agreement.




                                     F-2-5
<PAGE>



                  IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 200__.

                                        [OWNER]

                                        By:     ________________________________
                                        Name:
                                        Title:  [Vice] President


ATTEST:

By:      ______________________________
Name:
Title:   [Assistant] Secretary

                  Personally appeared before me the above-named , known or
proved to me to be the same person who executed the foregoing instrument and to
be a [Vice] President of the Owner, and acknowledged to me that [he/she]
executed the same as [his/her] free act and deed and the free act and deed of
the Owner.

                  Subscribed and sworn before me this __ day of ________, 200__.



                                                 ______________________________
                                                            Notary Public

                                                 County of  ____________________
                                                 State of ______________________

                                                 My Commission expires:





                                     F-2-6
<PAGE>



                                       G-1


                                    EXHIBIT G

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
                                                           _____________, 200__
Park Place Securities, Inc.                          Wells Fargo Bank, N.A.
1100 Town & Country Road, Suite 1100                 [Trustee Address]
Orange, California 92868
Litton Loan Servicing LP
[Servicer Address]

       Re:  Park Place Securities, Inc., Asset-Backed Pass-Through Certificates,
            Series 2005-WLL1, Class A1, A2, A3, M, CE, P, R and R-X
            --------------------------------------------------------------------

Dear Ladies and Gentlemen:

                  __________________________________ (the "Transferee") intends
to acquire from _____________________ (the "Transferor") [$____________ Initial
Certificate Principal Balance] [$____________ initial Notional Amount] [_____%
Percentage Interest] of Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WLL1, Class ___ (the "Certificates"), issued pursuant
to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
dated as of March 1, 2005 among Park Place Securities, Inc. as depositor (the
"Depositor"), Litton Loan Servicing LP as Servicer (the "Servicer") and Wells
Fargo Bank, N.A. as trustee (the "Trustee"). Capitalized terms used herein and
not otherwise defined shall have the meanings assigned thereto in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to, and covenants with the Depositor, the Trustee and the Servicer that
the following statements in either (1) or (2) are accurate:

                  The Certificates either (A) (i) are not being acquired by, and
will not be transferred to, any employee benefit plan within the meaning of
section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and bank collective investment funds and
insurance company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code") (any of the
foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan
within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ss.
2510.3-101, and (iii) will not be transferred to any entity that is deemed to be
investing in plan assets within the meaning of the DOL regulation at 29
C.F.R.ss.2510.3-101 or (B) the transferor has provided the opinion of counsel
required by section 5.02(d) of the Pooling and Servicing Agreement.

                                           Very truly yours,

                                           By: ______________________________
                                           Name:
                                           Title:






                                      G-1
<PAGE>



                                    EXHIBIT H

                      FORM OF INTEREST RATE SWAP AGREEMENT













                                       H-1


<PAGE>

[OBJECT OMITTED]
                                            BEAR STEARNS FINANCIAL PRODUCTS INC.
                                                              383 MADISON AVENUE
                                                                      SUITE 2700
                                                        NEW YORK, NEW YORK 10179
                                                                    212-272-4009



DATE:                   March 29, 2005

TO:                     Wells Fargo Bank, N.A., not individually, but solely as
                        Trustee for Park Place
                        Securities Inc., Asset-Backed Pass-Through Certificates,
                        Series 2005-WLL1
ATTENTION:              Client Manager - Park Place Securities Inc.-2005-WLL1
TELEPHONE:              410-884-2000
FACSIMILE:              410-715-2380

FROM:                   Derivatives Documentation
TELEPHONE:              212-272-2711
FACSIMILE:              212-272-9857

SUBJECT:                Fixed Income Derivatives Confirmation and Agreement

REFERENCE NUMBER:       FXNSC6901

The purpose of this letter agreement ("Agreement") is to confirm the terms and
conditions of the Transaction entered into on the Trade Date specified below
(the "Transaction") between Bear Stearns Financial Products Inc. ("BSFP") and
Wells Fargo Bank, N.A., not individually, but solely as Trustee ("Counterparty")
under the Pooling and Servicing Agreement, dated and effective as of March 1,
2005, among Park Place Securities, Inc., as Depositor, Litton Loan Servicing LP,
as Servicer and Wells Fargo Bank, N.A., as Trustee (the "Pooling and Servicing
Agreement") for the Park Place Securities, Inc., Asset-Backed Pass-Through
Certificates, Series 2005-WLL1. This Agreement, which evidences a complete and
binding agreement between you and us to enter into the Transaction on the terms
set forth below, constitutes a "Confirmation" as referred to in the "ISDA Form
Master Agreement" (as defined below), as well as a "Schedule" as referred to in
the ISDA Form Master Agreement.

1.  This Agreement is subject to the 2000 ISDA DEFINITIONS (the "Definitions"),
as published by the International Swaps and Derivatives Association, Inc.
("ISDA"). You and we have agreed to enter into this Agreement in lieu of
negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency--Cross
Border) form (the "ISDA Form Master Agreement") but, rather, an ISDA Form Master
Agreement shall be deemed to have been executed by you and us on the date we
entered into the Transaction. In the event of any inconsistency between the
provisions of this Agreement and the Definitions or the ISDA Form Master
Agreement, this Agreement shall prevail for purposes of the Transaction. Terms
capitalized but not defined herein shall have the meanings attributed to them in
the Pooling and Servicing Agreement.

2.  The terms of the particular Transaction to which this Confirmation relates
are as follows:

    Notional Amount:    With respect to any Calculation Period, the amount
                        set forth for such period in Schedule I attached hereto.


<PAGE>


Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 2 of 15



       Trade Date:                          March 23, 2005

       Effective Date:                      March 29, 2005

       Termination Date:                    June 25, 2009, subject to adjustment
                                            in accordance with the Business Day
                                            Convention.

       FIXED AMOUNT:

              Fixed Rate Payer:             Counterparty

              Fixed Rate Payer
              Payment                       Date:The 25th calendar day of each
                                            month during the Term of this
                                            Transaction, commencing April 25,
                                            2005 and ending on the Termination
                                            Date, subject to adjustment in
                                            accordance with the Following
                                            Business Day Convention

              Fixed Rate Payer
              Period                        End Dates: The 25th calendar day of
                                            each month during the Term of this
                                            Transaction, commencing April 25,
                                            2005 and ending on the Termination
                                            Date, subject to No Adjustment.

              Fixed Rate:                   4.21700%

              Fixed Amount:                 To be determined in accordance with
                                            the following formula:

                                            250 * Fixed Rate * Notional Amount *
                                            Fixed Rate Day Count Fraction.

              Fixed Rate Day
              Count Fraction:               30/360

       FLOATING AMOUNTS:

              Floating Rate Payer:          BSFP

              Floating Rate Payer
              Payment                       Dates: The 25th calendar day of each
                                            month during the Term of this
                                            Transaction, commencing April 25,
                                            2005 and ending on the Termination
                                            Date, subject to adjustment in


<PAGE>

Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 3 of 15



                                            accordance with the Business Day
                                            Convention.


              Floating Rate Option:         USD-LIBOR-BBA


              Floating Amount:              To be determined in accordance with
                                            the following formula:

                                            250 * Floating Rate * Notional
                                            Amount * Fixed Rate Day Count
                                            Fraction.

              Designated Maturity:          One month

              Floating Rate Day
              Count Fraction:               Actual/360

              Reset Dates:                  The first day of each Calculation
                                            Period.

              Compounding:                  Inapplicable

       Business Days:                       New York and Los Angeles

       Business Day Convention:             Following

3.     Additional Provisions:               Each party hereto is hereby advised
                                            and acknowledges that the other
                                            party has engaged in (or refrained
                                            from engaging in) substantial
                                            financial transactions and has taken
                                            (or refrained from taking) other
                                            material actions in reliance upon
                                            the entry by the parties into the
                                            Transaction being entered into on
                                            the terms and conditions set forth
                                            herein and in the Confirmation
                                            relating to such Transaction, as
                                            applicable. This paragraph shall be
                                            deemed repeated on the trade date of
                                            each Transaction.

4.   Provisions Deemed Incorporated in a Schedule to the Master Agreement:

1)   The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form
     Master Agreement will apply to any Transaction.

2)   TERMINATION PROVISIONS. Subject to the provisions of paragraph 13 below,
     for purposes of the Master Agreement:


<PAGE>

Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 4 of 15


(a)  "Specified Entity" is not applicable to BSFP or Counterparty for any
     purpose.

(b)  "Breach of Agreement" provision of Section 5(a)(ii) will not apply to BSFP
     or Counterparty.

(c)  "Credit Support Default" provisions of Section 5(a)(iii) will not apply to
     BSFP or Counterparty.

(d)  "Misrepresentation" provisions of Section 5(a)(iv) will not apply to BSFP
     or Counterparty.

(e)  "Specified Transaction" is not applicable to BSFP or Counterparty for any
     purpose, and, accordingly, Section 5(a)(v) shall not apply to BSFP or
     Counterparty.

(f)  The "Cross Default" provisions of Section 5(a)(vi) will not apply to BSFP
     or to Counterparty.

(g)  The "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not
     apply to BSFP or Counterparty.

(h)  With respect to the Counterparty, the "Bankruptcy" provision of Section
     5(a)(vii)(2) will be deleted in its entirety.

(i)  The "Automatic Early Termination" provision of Section 6(a) will not apply
     to BSFP or to Counterparty.

(j)  Payments on Early Termination. For the purpose of Section 6(e) of this
     Agreement:

     (i)   Market Quotation will apply.

     (ii)  The Second Method will apply.

(k) "Termination Currency" means United States Dollars.

3) Tax Representations.

         Payer Representations. For the purpose of Section 3(e) of this
         Agreement, BSFP and Counterparty make the following representations:

                  It is not required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, of
                  any Relevant Jurisdiction to make any deduction or withholding
                  for or on account of any Tax from any payment (other


<PAGE>

Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 5 of 15


                  than interest under Section 2(e), 6(d)(ii) or 6(e) of this
                  Agreement) to be made by it to the other party under this
                  Agreement. In making this representation, it may rely on (i)
                  the accuracy of any representations made by the other party
                  pursuant to Section 3(f) of this Agreement, (ii) the
                  satisfaction of the agreement contained in Section 4(a)(i) or
                  4(a)(iii) of this Agreement and the accuracy and effectiveness
                  of any document provided by the other party pursuant to
                  Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the
                  satisfaction of the agreement of the other party contained in
                  Section 4(d) of this Agreement, provided that it shall not be
                  a breach of this representation where reliance is placed on
                  clause (ii) and the other party does not deliver a form or
                  document under Section 4(a)(iii) by reason of material
                  prejudice of its legal or commercial position.

         Payee Representations. For the purpose of Section 3 (f) of this
         Agreement, BSFP and Counterparty make the following representations:

                  (i) BSFP represents that it is a corporation organized under
         the laws of the State of Delaware and its United States taxpayer
         identification number is 13-3866307.

                  (ii) Counterparty represents that it is Trustee under the
         Pooling and Servicing Agreement.

4) The ISDA Form Master Agreement is hereby amended as follows:

         (a) The word "third" shall be replaced by the word "second" in the
         third line of Section 5(a)(i) of the ISDA Form Master Agreement;

5) DOCUMENTS TO BE DELIVERED. For the purpose of Section 4(a):

(1) Tax forms, documents, or certificates to be delivered are:


<PAGE>

Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 6 of 15



<TABLE>
<CAPTION>
PARTY REQUIRED TO         FORM/DOCUMENT/                           DATE BY WHICH TO
DELIVER DOCUMENT          CERTIFICATE                              BE DELIVERED

<S>                       <C>                                      <C>
BSFP and                  Any document required or                 Promptly after the earlier of
the Counterparty          reasonably requested to allow            (i) reasonable demand by either
                          the other party to make payments         party or (ii) learning that such
                          under this Agreement without any         form or document is required
                          deduction or withholding for or
                          on the account of any Tax or
                          with such deduction or
                          withholding at a reduced rate
</TABLE>

(2) Other documents to be delivered are:

<TABLE>
<CAPTION>
PARTY REQUIRED TO        FORM/DOCUMENT/                       DATE BY WHICH TO              COVERED BY SECTION 3(D)
DELIVER DOCUMENT         CERTIFICATE                          BE DELIVERED                  REPRESENTATION

<S>                       <C>                                 <C>                           <C>
BSFP and                 Any documents required by            Upon the execution and        Yes
the Counterparty         the receiving party to               delivery of this Agreement
                         evidence the authority of            and such Confirmation
                         the delivering party or its
                         Credit Support Provider, if
                         any, for it to execute and
                         deliver this Agreement, any
                         Confirmation, and any
                         Credit Support Documents to
                         which it is a party, and to
                         evidence the authority of
                         the delivering party or its
                         Credit Support Provider to
                         perform its obligations
                         under this Agreement, such
                         Confirmation and/or Credit
                         Support Document, as the
                         case
</TABLE>


<PAGE>

Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 7 of 15



<TABLE>
<CAPTION>
PARTY REQUIRED TO        FORM/DOCUMENT/                       DATE BY WHICH TO              COVERED BY SECTION 3(D)
DELIVER DOCUMENT         CERTIFICATE                          BE DELIVERED                  REPRESENTATION

<S>                       <C>                                 <C>                           <C>
                         may be

BSFP and                 A certificate of an                  Upon the execution and        Yes
the Counterparty         authorized officer of the            delivery of this Agreement
                         party, as to the incumbency          and such Confirmation
                         and authority of the
                         respective officers of the
                         party signing this Agreement,
                         any relevant Credit Support
                         Document, or any
                         Confirmation, as the case may
                         be
</TABLE>


6) MISCELLANEOUS. Miscellaneous

(a) Address for Notices: For the purposes of Section 12(a) of the ISDA Form
    Master Agreement:

         Address for notices or communications to BSFP:

              Address:     383 Madison Avenue, New York, New York  10179
              Attention:   DPC Manager - Suite 2700
              Facsimile:   (212) 272-5823

         with a copy to:

              Address:     One Metrotech Center North, Brooklyn, New York 11201
              Attention:   Derivative Operations - 7th Floor
              Facsimile:   (212) 272-1634

              (For all purposes)

         Address for notices or communications to the Counterparty:

              Address:     Wells Fargo Bank, N.A.
                           9062 Old Annapolis Road
                           Columbia, Maryland 21045


<PAGE>

Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 8 of 15


              Attention:   Client Manager - Park Place Securities Inc.-2005-WLL1
              Facsimile:   410-715-2380
              Phone:       410-884-2000

              (For all purposes)

(b)      Process Agent. For the purpose of Section 13(c):

                      BSFP appoints as its
                      Process Agent:            Not Applicable

                      The Counterparty appoints as its
                      Process Agent:            Not Applicable

(c)      Offices. The provisions of Section 10(a) will not apply to this
         Agreement; neither BSFP nor the Counterparty have any Offices other
         than as set forth in the Notices Section and BSFP agrees that, for
         purposes of Section 6(b) of this Agreement, it shall not in future have
         any Office other than one in the United States.

(d)      Multibranch Party. For the purpose of Section 10(c) of this Agreement:

         BSFP is not a Multibranch Party.

         The Counterparty is not a Multibranch Party.

(e)      Calculation Agent. The Calculation Agent is BSFP.

(f)      Credit Support Document. Not applicable for either BSFP or the
         Counterparty.

(g)      Credit Support Provider.

         BSFP:    Not Applicable

         The Counterparty: Not Applicable

(h)      Governing Law. The parties to this Agreement hereby agree that the law
         of the State of New York shall govern their rights and duties in whole
         without regard to conflict of law provisions thereof other than New
         York General Obligations Law Sections 5-1401 and 5-1402.

(i) Severability. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be
held to be invalid or unenforceable (in


<PAGE>

Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 9 of 15


whole or in part) for any reason, the remaining terms, provisions, covenants,
and conditions hereof shall continue in full force and effect as if this
Agreement had been executed with the invalid or unenforceable portion
eliminated, so long as this Agreement as so modified continues to express,
without material change, the original intentions of the parties as to the
subject matter of this Agreement and the deletion of such portion of this
Agreement will not substantially impair the respective benefits or expectations
of the parties.

The parties shall endeavor to engage in good faith negotiations to replace any
invalid or unenforceable term, provision, covenant or condition with a valid or
enforceable term, provision, covenant or condition, the economic effect of which
comes as close as possible to that of the invalid or unenforceable term,
provision, covenant or condition.

(j) Consent to Recording. Each party hereto consents to the monitoring or
recording, at any time and from time to time, by the other party of any and all
communications between officers or employees of the parties, waives any further
notice of such monitoring or recording, and agrees to notify its officers and
employees of such monitoring or recording.

(k) Waiver of Jury Trial. Each party waives any right it may have to a trial by
jury in respect of any Proceedings relating to this Agreement or any Credit
Support Document.

(l) Trustee Capacity. It is expressly understood and agreed by the parties
hereto that insofar as this Confirmation is executed by the Trustee (i) this
Confirmation is executed and delivered by Wells Fargo Bank, N.A. not in its
individual capacity but solely as Trustee under the Pooling and Servicing
Agreement referred to in this Confirmation in the exercise of the powers and
authority conferred and invested in it thereunder (ii) each of the
representations, undertakings and agreements herein made on the part of Park
Place Securities, Inc. Asset-Backed Pass-Through Certificates, Series 2005-WLL1
is made and intended not as personal representations, undertakings and
agreements by Wells Fargo Bank, N.A. but is made and intended for the purposes
of binding only Park Place Securities, Inc. Asset-Backed Pass-Through
Certificates, Series 2005-WLL1, (iii) nothing herein contained shall be
construed as creating any liability on the part of Wells Fargo Bank, N.A.,
individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties
hereto,and (iv) under no circumstances shall Wells Fargo Bank, N.A. in its
individual capacity be personally liable for the payment of any indebtedness or
expenses or be personally liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken under this Confirmation
or any other related documents.

(m) Proceedings. BSFP shall not institute against or cause any other person to
institute against, or join any other person in instituting against, Park Place
Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-WLL1 or
Wells Fargo Bank, N.A., not individually, but solely as Trustee any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or


<PAGE>

Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 10 of 15


other proceedings under any federal or state bankruptcy or similar law for a
period of one year and one day (or, if longer, the applicable preference period)
following payment in full of the Certificates.

7) "Affiliate" BSFP and Counterparty shall be deemed to not have any Affiliates
for purposes of this Agreement, including for purposes of Section 6(b)(ii).

8) Section 3 of the ISDA Form Master Agreement is hereby amended by adding at
the end thereof the following subsection (g):

         "(g) RELATIONSHIP BETWEEN PARTIES.

                           Each party represents to the other party on each date
                           when it enters into a Transaction that:--

                  (1) NONRELIANCE. It is not relying on any statement or
representation of the other party regarding the Transaction (whether written or
oral), other than the representations expressly made in this Agreement or the
Confirmation in respect of that Transaction.

                  (2) EVALUATION AND UNDERSTANDING.

                  (i) BSFP is acting for its own account and Wells Fargo Bank,
N.A. is acting as Trustee under the Pooling and Servicing Agreement and not for
its own account. Each party has the capacity to evaluate (internally or through
independent professional advice) the Transaction and has made its own decision
to enter into the Transaction;

                  (ii) It understands the terms, conditions and risks of the
Transaction and is willing and able to accept those terms and conditions and to
assume those risks, financially and otherwise; and

                  (iii) The other party is not acting as a fiduciary or an
advisor for it in respect of this Transaction.

                  (3) Purpose. It is an "eligible swap participant" as such term
is defined in Section 35.1(b)(2) of the regulations (17 C.F.R 35) promulgated
under, an and "eligible contract participant" as defined in Section 1(a)(12) of,
the Commodity Exchange Act, as amended, and it is entering into the Transaction
for the purposes of managing its borrowings or investments, hedging its
underlying assets or liabilities or in connection with a line of business.

                  (4) STATUS OF PARTIES. The other party is not acting as an
agent, fiduciary or advisor for it in respect of the Transaction."



<PAGE>

Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 11 of 15



9) SET-OFF. Notwithstanding any provision of this Agreement or any other
existing or future agreement, each party irrevocably waives any and all rights
it may have to set off, net, recoup or otherwise withhold or suspend or
condition payment or performance of any obligation between it and the other
party hereunder against any obligation between it and the other party under any
other agreements. The provisions for Set-off set forth in Section 6(e) of the
Agreement shall not apply for purposes of this Transaction.

10) TRANSFER, AMENDMENT AND ASSIGNMENT. No transfer, amendment, waiver,
supplement, assignment or other modification of this Transaction shall be
permitted by either party unless each of Standard & Poor's Ratings Service, a
division of The McGraw-Hill Companies, Inc. ("S&P"), Moody's Investors Service,
Inc. ("Moody's") and Fitch Ratings ("Fitch"), has been provided notice of the
same and confirms in writing (including by facsimile transmission) within five
Business Days after such notice is given that it will not downgrade, qualify,
withdraw or otherwise modify its then-current rating of the Park Place
Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2005-WLL1 (the
"Certificates").

11) ADDITIONAL TERMINATION EVENTS. The following Additional Termination Events
will apply, in each case with respect Counterparty as the sole Affected Party
(unless otherwise provided below):

    (i)  BSFP fails to comply with the Rating Agency Downgrade provisions as set
         forth in Section 12 below. For all purposes of this Agreement, BSFP
         shall be the sole Affected Party with respect to the occurrence of a
         Termination Event described in this Section 11(i).

    (ii) Notice of the requisite amount of Class CE Certificateholders', the
         NIMS Insurer's, or the Master Servicer's intention to exercise its
         option to purchase the Mortgage Loans pursuant to Section 9.01 of the
         Pooling and Servicing Agreement is given by the Trustee to
         Certificateholders pursuant to Section 9.02 of the Pooling and
         Servicing Agreement.

(iii) If the Trustee is unable to pay its Class A Certificates or fails or
admits in writing its inability to pay its Class A Certificates as they become
due..

12) RATING AGENCY DOWNGRADE. In the event that BSFP's long-term unsecured and
unsubordinated debt rating is withdrawn or reduced below "AA-" by S&P or its
long-term unsecured and unsubordinated debt rating is withdrawn or reduced below
"Aa3" by Moody's (and together with S&P and Fitch, the "Swap Rating Agencies",
and such rating thresholds, "Approved Rating Thresholds"), then within 30 days
after such rating withdrawal or downgrade, BSFP shall, subject to the Rating
Agency Condition, at its own expense, either (i) cause another entity to replace
BSFP as party to this Agreement that meets or exceeds the Approved Rating
Thresholds and that is approved by the Trustee (which approval shall not be
unreasonably withheld) on terms substantially similar to this Agreement or (ii)
obtain a guaranty of, or a contingent agreement of another person with the
Approved Rating Thresholds, to honor, BSFP's obligations under this Agreement;
provided that such other person is approved by the Trustee ,


<PAGE>

Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 12 of 15


such approval not to be unreasonably withheld. For purposes of this provision,
"Rating Agency Condition" means, with respect to any particular proposed act or
omission to act hereunder that the party acting or failing to act must consult
with any of the Swap Rating Agencies then providing a rating of the Certificates
and receive from the Swap Rating Agencies a prior written confirmation that the
proposed action or inaction would not cause a downgrade or withdrawal of the
then-current rating of the Certificates.

          NEITHER THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR
          AFFILIATE OF THE BEAR STEARNS COMPANIES INC. OTHER THAN BSFP IS AN
          OBLIGOR OR A CREDIT SUPPORT PROVIDER ON THIS AGREEMENT.

5.     Account Details and
       Settlement Information:  PAYMENTS TO BSFP:
                                Citibank, N.A., New York
                                ABA Number: 021-0000-89, for the account of
                                Bear, Stearns Securities Corp.
                                Account Number: 0925-3186, for further credit to
                                Bear Stearns Financial Products Inc.
                                Sub-account Number: 102-04654-1-3
                                Attention: Derivatives Department

                                PAYMENTS TO COUNTERPARTY:
                                Wells Fargo Bank, N.A.
                                San Francisco, CA
                                ABA No.: 121-000-248
                                Account No.: 3970771416
                                Account Name: SAS Clearing
                                FFC: 17155002


This Agreement may be executed in several counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.

Counterparty hereby agrees to check this Confirmation and to confirm that the
foregoing correctly sets forth the terms of the Transaction by signing in the
space provided below and returning to BSFP a facsimile of the fully-executed
Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions, please
contact SUSAN DONLON by telephone at 212-272-2364. For all other inquiries
please contact DERIVATIVES DOCUMENTATION by telephone at 353-1-402-6233.
Originals will be provided for your execution upon your request.



<PAGE>

Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 13 of 15


We are very pleased to have executed this Transaction with you and we look
forward to completing other transactions with you in the near future.

Very truly yours,

BEAR STEARNS FINANCIAL PRODUCTS INC.



By: __________________________________
    Name:
    Title:

Counterparty, acting through its duly authorized signatory, hereby agrees to,
accepts and confirms the terms of the foregoing as of the Trade Date.


PARK PLACE SECURITIES INC. 2005-WLL1
By:   Wells Fargo Bank, N.A., not individually but solely as Trustee for Park
      Place Securities Inc., Asset-Backed Pass-Through Certificates, Series
      2005-WLL1



By:   _____________________________________
      Name:
      Title:



cc: Amy Lund Thompson


am


<PAGE>

Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 14 of 15


                                   SCHEDULE I


FROM AND INCLUDING             TO BUT EXCLUDING           NOTIONAL AMOUNT (USD)
------------------             ----------------           ---------------------
  Effective Date                    4/25/05                    3,367,996.18
      4/25/05                       5/25/05                    3,327,458.90
      5/25/05                       6/25/05                    3,277,829.20
      6/25/05                       7/25/05                    3,219,195.29
      7/25/05                       8/25/05                    3,151,711.88
      8/25/05                       9/25/05                    3,075,606.96
      9/25/05                      10/25/05                    2,991,182.82
     10/25/05                      11/25/05                    2,898,816.81
     11/25/05                      12/25/05                    2,799,105.36
     12/25/05                       1/25/06                    2,694,507.72
      1/25/06                       2/25/06                    2,585,691.13
      2/25/06                       3/25/06                    2,481,329.34
      3/25/06                       4/25/06                    2,381,238.00
      4/25/06                       5/25/06                    2,285,240.45
      5/25/06                       6/25/06                    2,193,167.41
      6/25/06                       7/25/06                    2,104,856.64
      7/25/06                       8/25/06                    2,020,152.67
      8/25/06                       9/25/06                    1,938,906.52
      9/25/06                      10/25/06                    1,860,975.40
     10/25/06                      11/25/06                    1,786,222.49
     11/25/06                      12/25/06                    1,714,516.63
     12/25/06                       1/25/07                    1,642,685.60
      1/25/07                       2/25/07                    1,429,094.32
      2/25/07                       3/25/07                     644,220.24
      3/25/07                       4/25/07                     592,981.10
      4/25/07                       5/25/07                     548,165.22
      5/25/07                       6/25/07                     527,744.36
      6/25/07                       7/25/07                     508,126.92
      7/25/07                       8/25/07                     489,279.49
      8/25/07                       9/25/07                     471,170.15
      9/25/07                      10/25/07                     453,768.34
     10/25/07                      11/25/07                     437,044.85
     11/25/07                      12/25/07                     420,971.72
     12/25/07                       1/25/08                     405,522.23
      1/25/08                       2/25/08                     389,359.94
      2/25/08                       3/25/08                     257,313.21
      3/25/08                       4/25/08                     249,486.30


<PAGE>

Reference Number: FXNSC6901
Wells Fargo Bank, N.A., not individually, but solely as Trustee for Park Place
Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2005-WLL1
March 29, 2005
Page 15 of 15


      4/25/08                       5/25/08                     241,895.46
      5/25/08                       6/25/08                     234,533.62
      6/25/08                       7/25/08                     227,393.92
      7/25/08                       8/25/08                     220,469.70
      8/25/08                       9/25/08                     213,754.49
      9/25/08                      10/25/08                     207,242.03
     10/25/08                      11/25/08                     200,926.23
     11/25/08                      12/25/08                     194,801.21
     12/25/08                       1/25/09                     188,861.22
      1/25/09                       2/25/09                     183,100.73
      2/25/09                       3/25/09                     177,514.34
      3/25/09                       4/25/09                     172,096.83
      4/25/09                       5/25/09                     166,843.13
      5/25/09                  Termination Date                 161,748.31




<PAGE>



                                    EXHIBIT I
                                    ---------


                        FORM OF LIMITED POWER OF ATTORNEY


RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
LITTON LOAN SERVICING LP
4828 Loop Central Drive
Houston, Texas 77081
Attn: _________________________________


                            LIMITED POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that , having its principal place of business at
, as Trustee (the "Trustee") pursuant to that Pooling and Servicing Agreement
among (the "Depositor"), Litton Loan Servicing LP (the "Servicer"), and the
Trustee, dated as of 1, 200__ (the "Pooling and Servicing Agreement"), hereby
constitutes and appoints the Servicer, by and through the Servicer's officers,
the Trustee's true and lawful Attorney-in-Fact, in the Trustee's name, place and
stead and for the Trustee's benefit, in connection with all mortgage loans
serviced by the Servicer pursuant to the Pooling and Servicing Agreement for the
purpose of performing all acts and executing all documents in the name of the
Trustee as may be customarily and reasonably necessary and appropriate to
effectuate the following enumerated transactions in respect of any of the
mortgages or deeds of trust (the "Mortgages" and the "Deeds of Trust",
respectively) and promissory notes secured thereby (the "Mortgage Notes") for
which the undersigned is acting as Trustee for various certificateholders
(whether the undersigned is named therein as mortgagee or beneficiary or has
become mortgagee by virtue of endorsement of the Mortgage Note secured by any
such Mortgage or Deed of Trust) and for which the Servicer is acting as
servicer, all subject to the terms of the Pooling and Servicing Agreement.

This appointment shall apply to the following enumerated transactions only:

1.       The modification or re-recording of a Mortgage or Deed of Trust, where
         said modification or re-recordings is for the purpose of correcting the
         Mortgage or Deed of Trust to conform same to the original intent of the
         parties thereto or to correct title errors discovered after such title
         insurance was issued and said modification or re-recording, in either
         instance, does not adversely affect the lien of the Mortgage or Deed of
         Trust as insured.

2.       The subordination of the lien of a Mortgage or Deed of Trust to an
         easement in favor of a public utility company of a government agency or
         unit with powers of eminent domain; this section shall include, without
         limitation, the execution of partial satisfactions/releases, partial
         reconveyances or the execution or requests to trustees to accomplish
         same.



                                      I-1
<PAGE>


3.       The conveyance of the properties to the mortgage insurer, or the
         closing of the title to the property to be acquired as real estate
         owned, or conveyance of title to real estate owned.

4.       The completion of loan assumption agreements.

5.       The full satisfaction/release of a Mortgage or Deed of Trust or full
         conveyance upon payment and discharge of all sums secured thereby,
         including, without limitation, cancellation of the related Mortgage
         Note.

6.       The assignment of any Mortgage or Deed of Trust and the related
         Mortgage Note, in connection with the repurchase of the mortgage loan
         secured and evidenced thereby.

7.       The full assignment of a Mortgage or Deed of Trust upon payment and
         discharge of all sums secured thereby in conjunction with the
         refinancing thereof, including, without limitation, the assignment of
         the related Mortgage Note.

8.       With respect to a Mortgage or Deed of Trust, the foreclosure, the
         taking of a deed in lieu of foreclosure, or the completion of judicial
         or non-judicial foreclosure or termination, cancellation or rescission
         of any such foreclosure, including, without limitation, any and all of
         the following acts:

         a.       the substitution of trustee(s) serving under a Deed of Trust,
                  in accordance with state law and the Deed of Trust;

         b.       the preparation and issuance of statements of breach or
                  non-performance;

         c.       the preparation and filing of notices of default and/or
                  notices of sale;

         d.       the cancellation/rescission of notices of default and/or
                  notices of sale;

         e.       the taking of a deed in lieu of foreclosure; and

         f.       the preparation and execution of such other documents and
                  performance of such other actions as may be necessary under
                  the terms of the Mortgage, Deed of Trust or state law to
                  expeditiously complete said transactions in paragraphs 8.a.
                  through 8.e., above.

The undersigned gives said Attorney-in-Fact full power and authority to execute
such instruments and to do and perform all and every act and thing necessary and
proper to carry into effect the power or powers granted by or under this Limited
Power of Attorney as fully as the undersigned might or could do, and hereby does
ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause
to be done by authority hereof.

Third parties without actual notice may rely upon the exercise of the power
granted under this Limited Power of attorney; and may be satisfied that this
Limited Power of Attorney shall



                                      I-2
<PAGE>



continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.

IN WITNESS WHEREOF, as Trustee pursuant to that Pooling and Servicing Agreement
among the Depositor, the Servicer, and the Trustee, dated as of 1, 200__ (
 Mortgage Loan Asset Backed Certificates, Series 200__-___), has caused its
corporate seal to be hereto affixed and these presents to be signed and
acknowledged in its name and behalf by its duly elected and authorized Vice
President this day of , 200__.



                                        ________________________________________
                                        as Trustee for _____ Mortgage Loan Asset
                                        Backed Certificates, Series 200__-___

                                        By _____________________________________




STATE OF __________________

COUNTY OF _________________

On ____________ ________, 200__, before me, the undersigned, a Notary Public in
and for said state, personally appeared __________________, Vice President of
________________________ as Trustee for __________________ Mortgage Loan Asset
Backed Certificates, Series 200__-___, personally known to me to be the person
whose name is subscribed to the within instrument and acknowledged to me that
he/she executed that same in his/her authorized capacity, and that by his/her
signature on the instrument the entity upon behalf of which the person acted and
executed the instrument.

WITESS my hand and official seal.
         (SEAL)
                                              _________________________________
                                                                  Notary Public
                                    My Commission Expires _____________________




                                      I-3
<PAGE>



                                   EXHIBIT J-1

        FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

                  I, [identify the certifying individual], certify that:

                  1. I have reviewed this annual report on Form 10-K, and all
reports on Form 8-K containing distribution or servicing reports filed in
respect of periods included in the year covered by this annual report, of Park
Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series
2005-WLL1;

                  2. Based on my knowledge, the information in these reports,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;

                  3. Based on my knowledge, the distribution or servicing
information required to be provided to the trustee by the servicer under the
pooling and servicing, or similar, agreement, for inclusion in these reports is
included in these reports;

                  4. Based on my knowledge and upon the annual compliance
statement included in the report and required to be delivered to the trustee in
accordance with the terms of the pooling and servicing, or similar, agreement,
and except as disclosed in the reports, the servicer has fulfilled its
obligations under the servicing agreement; and

                  5. The reports disclose all significant deficiencies relating
to the servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a review
in compliance with the Uniform Single Attestation Program for Mortgage Bankers
or similar procedure, as set forth in the pooling and servicing, or similar,
agreement, that is included in these reports.

                  In giving the certifications above, I have reasonably relied
on information provided to me by the following unaffiliated parties: Litton Loan
Servicing LP and Wells Fargo Bank, N.A..

Date: __________________

                                                   _______________________
                                                   [Signature]
                                                   [Title]




                                      J-1-1



<PAGE>


                                   EXHIBIT J-2

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE TRUSTEE

                        Re: Park Place Securities, Inc.,
                   ASSET-BACKED CERTIFICATES, SERIES 2005-WLL1

                  I, [identify the certifying individual], a [title] of Wells
Fargo Bank, N.A., as Trustee, hereby certify to Park Place Securities, Inc. (the
"Depositor"), and its officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:

                  1. I have reviewed the annual report on Form 10-K for the
fiscal year [___], and all reports on Form 8-K containing distribution reports
filed in respect of periods included in the year covered by that annual report,
of the Depositor relating to the above-referenced trust;

                  2. Based on my knowledge, the information in these
distribution reports prepared by the Trustee, taken as a whole, does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading as of the last day of the period
covered by that annual report; and

                  3. Based on my knowledge, the distribution information
required to be provided by the Trustee under the Pooling and Servicing Agreement
is included in these distribution reports.

Capitalized terms used but not defined herein have the meanings ascribed to them
in the Pooling and Servicing Agreement, dated March 1, 2005 (the "Pooling and
Servicing Agreement"), among the Registrant as depositor, Litton Loan Servicing
LP as Servicer, and Wells Fargo Bank, N.A. as trustee.

                                          WELLS FARGO BANK, N.A., as Trustee


                                          By:__________________________________
                                          Name:
                                          Title:
Date:





                                      J-2-1



<PAGE>



                                   EXHIBIT J-3

       FORM CERTIFICATION TO BE PROVIDED BY THE SERVICER TO THE DEPOSITOR

                  Re:      Park Place Securities, Inc.,
                           Asset-Backed Certificates, Series 2005-WLL1
                           -------------------------------------------

                  I, [identify the certifying individual], a [title] of Litton
Loan Servicing LP, as Servicer, hereby certify to Park Place Securities, Inc.
(the "Depositor"), and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification, that:

                  l. I have reviewed the information required to be provided to
the Trustee by the Servicer pursuant to the Pooling and Servicing Agreement (the
"Servicing Information");

                  2. Based on my knowledge, the Servicing Information, taken as
a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;

                  3. Based on my knowledge, the Servicing Information required
to be provided to the Trustee by the Servicer has been provided as required
under the Pooling and Servicing Agreement;

                  4. I am responsible for reviewing the activities performed by
the Servicer under the Pooling and Servicing Agreement and based upon my
knowledge and the annual compliance review required under the Pooling and
Servicing Agreement, and except as disclosed in the reports, the Servicer has
fulfilled its obligations under the Pooling and Servicing Agreement; and

                  5. The reports disclose all significant deficiencies relating
to the Servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a review
in compliance with the Uniform Single Attestation Program for Mortgage Bankers
or similar procedure, as set forth in the Pooling and Servicing Agreement, that
is included in these reports.

                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated March 1,
2005 (the "Pooling and Servicing Agreement"), among the Depositor, Litton Loan
Servicing LP as Servicer and Wells Fargo Bank, N.A. as trustee.

Date: __________________

                                               ______________________________
                                               [Signature]
                                               [Title]





                                      J-3-1


<PAGE>


                                    EXHIBIT K

             ANNUAL STATEMENT OF COMPLIANCE PURSUANT TO SECTION 3.19

                           Park Place Securities, Inc.
            Asset-Backed Pass-Through Certificates, Series 2005-WLL1


                  I, _____________________, hereby certify that I am a duly
appointed __________________________ of Litton Loan Servicing LP (the
"Servicer"), and further certify as follows:

                  1. This certification is being made pursuant to the terms of
the Pooling and Servicing Agreement, dated as of March 1, 2005 (the
"Agreement"), among Park Place Securities, Inc., as depositor, the Servicer and
Wells Fargo Bank, N.A., as trustee.

                  2. I have reviewed the activities of the Servicer during the
preceding year and the Servicer's performance under the Agreement and to the
best of my knowledge, based on such review, the Servicer has fulfilled all of
its obligations under the Agreement throughout the year.

                  Capitalized terms not otherwise defined herein have the
meanings set forth in the Agreement.

Dated: _________________




                                       K-1

<PAGE>


                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of _____________.

                                            By:  _____________________________
                                            Name:
                                            Title:

                  I, _________________________, a (an) __________________ of the
Servicer, hereby certify that _________________ is a duly elected, qualified,
and acting _______________________ of the Servicer and that the signature
appearing above is his/her genuine signature.

                  IN WITNESS WHEREOF, the undersigned has executed this
Certificate as of ______________.

                                            By:  _____________________________
                                            Name:
                                            Title:








                                       K-2


<PAGE>


                                   SCHEDULE 1

                             MORTGAGE LOAN SCHEDULE

                                 Filed By Paper
















                                  Schedule 1-1

<PAGE>


                                   SCHEDULE 2

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request


















                                  Schedule 2-1